Common use of No Contest with Lender; Subordination Clause in Contracts

No Contest with Lender; Subordination. So long as any of the Obligations hereby guaranteed remain unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Credit, Guarantors will not, by paying any sum recoverable hereunder (whether or not demanded by Xxxxxx) or by any means or on any other ground, claim any set-off or counterclaim against Borrower in respect of any liability of any Guarantor to Borrower or, in proceedings under federal bankruptcy law or insolvency proceedings of any nature, prove in competition with Xxxxxx in respect of any payment hereunder or be entitled to have the benefit of any counterclaim or proof of claim or dividend or payment by or on behalf of Borrower or the benefit of any other security for any of the Obligations hereby guaranteed which, now or hereafter, Lender may hold or in which it may have any share. Guarantors hereby expressly waive any right of contribution or reimbursement from or indemnity against Borrower or any other Guarantor, whether at law or in equity, arising from any payments made by any Guarantor pursuant to the terms of this Guaranty, and Guarantors acknowledge that Guarantors have no right whatsoever to proceed against Borrower or any other Guarantor for reimbursement of any such payments except for those rights of each Guarantor under the Contribution Agreement; provided, however, each Guarantor agrees not to pursue or enforce any of its rights under the Contribution Agreement or otherwise and each Guarantor agrees not to make or receive any payment on account of such rights under the Contribution Agreement or otherwise so long as any of the Obligations remain unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Credit. In the event any Guarantor shall receive any payment under or on account of such rights whether under the Contribution Agreement or otherwise while any of the Obligations are outstanding, it shall hold such payment as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender but without reducing or affecting in any manner the liability of Guarantors under the other provisions of this Guaranty except to the extent the principal amount or other portion of such indebtedness shall have been reduced by such payment. In connection with the foregoing, Guarantors expressly waive any and all rights of subrogation to Lender against Borrower or any other Guarantor, and Guarantors hereby waive any rights to enforce any remedy which Lender may have against Borrower or any other Guarantor and any rights to participate in any collateral for Borrower’s obligations under the Loan Documents. Guarantors hereby subordinate any and all indebtedness of Borrower now or hereafter owed to any Guarantor to all indebtedness of Borrower or any other Guarantor to Lender, and agree with Lender that (a) Guarantors shall not demand or accept any payment from Borrower or any other Guarantor on account of such indebtedness, (b) Guarantors shall not claim any offset or other reduction of Guarantors’ obligations hereunder because of any such indebtedness, and (c) Guarantors shall not take any action to obtain any interest in any of the security described in and encumbered by the Loan Documents because of any such indebtedness (it being understood that as of the Closing Date the Obligations are unsecured); provided, however, that, if Lender so requests, such indebtedness shall be collected, enforced and received by Guarantors as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender, but without reducing or affecting in any manner the liability of Guarantors under the other provisions of this Guaranty except to the extent the principal amount or other portion of such outstanding indebtedness shall have been reduced by such payment.

No Contest with Lender; Subordination. So long as any of the Obligations obligation hereby guaranteed remain remains unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Creditundischarged, Guarantors Guarantor will not, by paying any sum recoverable hereunder (whether or not demanded by Xxxxxx) or by any means or on any other ground, claim any set-off or counterclaim against Borrower in respect of any liability of any Guarantor to Borrower or, in proceedings under federal bankruptcy law or insolvency proceedings of any nature, prove in competition with Xxxxxx Lender in respect of any payment hereunder or be entitled to have the benefit of any counterclaim or proof of claim or dividend or payment by or on behalf of Borrower or the benefit of any other security for any of the Obligations obligation hereby guaranteed which, now or hereafter, Lender may hold or in which it may have any share. Guarantors Guarantor hereby expressly waive waives any right of contribution or reimbursement from or indemnity against Borrower or any other GuarantorXxxxxxxx, whether at law or in equity, arising from any payments made by any Guarantor pursuant to the terms of this Guaranty, and Guarantors acknowledge Guarantor acknowledges that Guarantors have Guarantor has no right whatsoever to proceed against Borrower or any other Guarantor for reimbursement of any such payments except for those rights of each Guarantor under the Contribution Agreement; provided, however, each Guarantor agrees not to pursue or enforce any of its rights under the Contribution Agreement or otherwise and each Guarantor agrees not to make or receive any payment on account of such rights under the Contribution Agreement or otherwise so long as any of the Obligations remain unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Credit. In the event any Guarantor shall receive any payment under or on account of such rights whether under the Contribution Agreement or otherwise while any of the Obligations are outstanding, it shall hold such payment as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender but without reducing or affecting in any manner the liability of Guarantors under the other provisions of this Guaranty except to the extent the principal amount or other portion of such indebtedness shall have been reduced by such paymentpayments. In connection with the foregoing, Guarantors Guarantor expressly waive waives any and all rights of subrogation to Lender against Borrower or any other GuarantorBorrower, and Guarantors Guarantor hereby waive waives any rights to enforce any remedy which Lender may have against Borrower or any other Guarantor and any rights to participate in any collateral for Borrower’s 's obligations under the Loan Documents. Guarantors Guarantor hereby subordinate subordinates any and all indebtedness of Borrower now or hereafter owed to any Guarantor to all indebtedness of Borrower or any other Guarantor to Lender, and agree agrees with Lender that (a) Guarantors Guarantor shall not demand or accept any payment from Borrower or any other Guarantor on account of such indebtedness, (b) Guarantors Guarantor shall not claim any offset or other reduction of Guarantors’ Guarantor's obligations hereunder because of any such indebtedness, and (c) Guarantors Guarantor shall not take any action to obtain any interest in any of the security described in and encumbered by the Loan Documents because of any such indebtedness (it being understood that as of the Closing Date the Obligations are unsecured)indebtedness; provided, however, that, if Lender so requests, such indebtedness shall be collected, enforced and received by Guarantors Guarantor as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender, but without reducing or affecting in any manner the liability of Guarantors Guarantor under the other provisions of this Guaranty except to the extent the principal amount or other portion of such outstanding indebtedness shall have been reduced by such payment.

No Contest with Lender; Subordination. So long as any of the Obligations hereby guaranteed remain unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Credit, Guarantors will not, by paying any sum recoverable hereunder (whether or not demanded by XxxxxxLender) or by any means or on any other ground, claim any set-off or counterclaim against Borrower in respect of any liability of any Guarantor to Borrower or, in proceedings under federal bankruptcy law or insolvency proceedings of any nature, prove in competition with Xxxxxx Lender in respect of any payment hereunder or be entitled to have the benefit of any counterclaim or proof of claim or dividend or payment by or on behalf of Borrower or the benefit of any other security for any of the Obligations hereby guaranteed which, now or hereafter, Lender may hold or in which it may have any share. Guarantors hereby expressly waive any right of contribution or reimbursement from or indemnity against Borrower or any other Guarantor, whether at law or in equity, arising from any payments made by any Guarantor pursuant to the terms of this Guaranty, and Guarantors acknowledge that Guarantors have no right whatsoever to proceed against Borrower or any other Guarantor for reimbursement of any such payments except for those rights of each Guarantor under the Contribution Agreement; provided, however, each Guarantor agrees not to pursue or enforce any of its rights under the Contribution Agreement or otherwise and each Guarantor agrees not to make or receive any payment on account of such rights under the Contribution Agreement or otherwise so long as any of the Obligations remain unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Credit. In the event any Guarantor shall receive any payment under or on account of such rights whether under the Contribution Agreement or otherwise while any of the Obligations are outstanding, it shall hold such payment as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender but without reducing or affecting in any manner the liability of Guarantors under the other provisions of this Guaranty except to the extent the principal amount or other portion of such indebtedness shall have been reduced by such payment. In connection with the foregoing, Guarantors expressly waive any and all rights of subrogation to Lender against Borrower or any other Guarantor, and Guarantors hereby waive any rights to enforce any remedy which Lender may have against Borrower or any other Guarantor and any rights to participate in any collateral for Borrower’s obligations under the Loan Documents. Guarantors hereby subordinate any and all indebtedness of Borrower now or hereafter owed to any Guarantor to all indebtedness of Borrower or any other Guarantor to Lender, and agree with Lender that (a) Guarantors shall not demand or accept any payment from Borrower or any other Guarantor on account of such indebtedness, (b) Guarantors shall not claim any offset or other reduction of Guarantors’ obligations hereunder because of any such indebtedness, and (c) Guarantors shall not take any action to obtain any interest in any of the security described in and encumbered by the Loan Documents because of any such indebtedness (it being understood that as of the Closing Date the Obligations are unsecured)indebtedness; provided, however, that, if Lender so requests, such indebtedness shall be collected, enforced and received by Guarantors as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender, but without reducing or affecting in any manner the liability of Guarantors under the other provisions of this Guaranty except to the extent the principal amount or other portion of such outstanding indebtedness shall have been reduced by such payment.

No Contest with Lender; Subordination. So long as any of the Obligations hereby guaranteed remain unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Credit, Guarantors will not, by paying any sum recoverable hereunder (whether or not demanded by Xxxxxx) or by any means or on any other ground, claim any set-off or counterclaim against Borrower in respect of any liability of any Guarantor to Borrower or, in proceedings under federal bankruptcy law or insolvency proceedings of any nature, prove in competition with Xxxxxx in respect of any payment hereunder or be entitled to have the benefit of any counterclaim or proof of claim or dividend or payment by or on behalf of Borrower or the benefit of any other security for any of the Obligations hereby guaranteed which, now or hereafter, Lender may hold or in which it may have any share. Guarantors hereby expressly waive any right of contribution or reimbursement from or indemnity against Borrower or any other Guarantor, whether at law or in equity, arising from any payments made by any Guarantor pursuant to the terms of this Guaranty, and Guarantors acknowledge that Guarantors have no right whatsoever to proceed against Borrower or any other Guarantor for reimbursement of any such payments except for those rights of each Guarantor under the Contribution Agreement; provided, however, each Guarantor agrees not to pursue or enforce any of its rights under the Contribution Agreement or otherwise and each Guarantor agrees not to make or receive any payment on account of such rights under the Contribution Agreement or otherwise so long as any of the Obligations remain unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Credit. In the event any Guarantor shall receive any payment under or on account of such rights whether under the Contribution Agreement or otherwise while any of the Obligations are outstanding, it shall hold such payment as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender but without reducing or affecting in any manner the liability of Guarantors under the other provisions of this Guaranty except to the extent the principal amount or other portion of such indebtedness shall have been reduced by such payment. In connection with the foregoing, Guarantors expressly waive any and all rights of subrogation to Lender against Borrower or any other Guarantor, and Guarantors hereby waive any rights to enforce any remedy which Lender may have against Borrower or any other Guarantor and any rights to participate in any collateral for Borrower’s obligations under the Loan Documents. Guarantors hereby subordinate any and all indebtedness of Borrower now or hereafter owed to any Guarantor to all indebtedness of Borrower or any other Guarantor to Lender, and agree with Lender that (a) Guarantors shall not demand or accept any payment from Borrower or any other Guarantor on account of such indebtedness, (b) Guarantors shall not claim any offset or other reduction of Guarantors’ obligations hereunder because of any such indebtedness, and (c) Guarantors shall not take any action to obtain any interest in any of the security described in and encumbered by the Loan Documents because of any such indebtedness (it being understood that as of the Closing Date the Obligations are unsecured)indebtedness; provided, however, that, if Lender so requests, such indebtedness shall be collected, enforced and received by Guarantors as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender, but without reducing or affecting in any manner the liability of Guarantors under the other provisions of this Guaranty except to the extent the principal amount or other portion of such outstanding indebtedness shall have been reduced by such payment.

No Contest with Lender; Subordination. So long as any of the Obligations obligation hereby guaranteed remain remains unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Creditundischarged, Guarantors will not, by paying any sum recoverable hereunder (whether or not demanded by XxxxxxLender) or by any ox xx xny means or on any other ground, claim any set-off or counterclaim against Borrower in respect of any liability of any Guarantor Guarantors to Borrower or, in proceedings under federal bankruptcy law or insolvency proceedings of any nature, prove in competition with Xxxxxx Lender in respect of any payment hereunder or be entitled to have the benefit of any counterclaim or proof of claim or dividend or payment by or on behalf of Borrower or the benefit of any other security for any of the Obligations obligation hereby guaranteed which, now or hereafter, Lender may hold or in which it may have any share. Guarantors hereby expressly waive any right of contribution or reimbursement from or indemnity against Borrower or any other GuarantorBorrower, whether xxxxxxx at law or in equity, arising from any payments made by any Guarantor Guarantors pursuant to the terms of this Guaranty, and Guarantors acknowledge that Guarantors have no right whatsoever to proceed against Borrower or any other Guarantor for reimbursement of any such payments except for those rights of each Guarantor under the Contribution Agreement; provided, however, each Guarantor agrees not to pursue or enforce any of its rights under the Contribution Agreement or otherwise and each Guarantor agrees not to make or receive any payment on account of such rights under the Contribution Agreement or otherwise so long as any of the Obligations remain unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Credit. In the event any Guarantor shall receive any payment under or on account of such rights whether under the Contribution Agreement or otherwise while any of the Obligations are outstanding, it shall hold such payment as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender but without reducing or affecting in any manner the liability of Guarantors under the other provisions of this Guaranty except to the extent the principal amount or other portion of such indebtedness shall have been reduced by such paymentpayments. In connection with the foregoing, Guarantors expressly waive any and all rights of subrogation to Lender against Borrower or any other GuarantorBorrower, and Guarantors hereby waive any rights to enforce any remedy which Lender may have against Borrower or any other Guarantor and any rights to participate in any collateral for Borrower’s 's obligations under the Loan Documents. Guarantors hereby subordinate any and all indebtedness of Borrower now or hereafter owed to any Guarantor Guarantors to all indebtedness of Borrower or any other Guarantor to Lender, and agree with Lender that (a) Guarantors shall not demand or accept any payment from Borrower or any other Guarantor on account of such indebtedness, (b) Guarantors shall not claim any offset or other reduction of Guarantors’ ' obligations hereunder because of any such indebtedness, and (c) Guarantors shall not take any action to obtain any interest in any of the security described in and encumbered by the Loan Documents because of any such indebtedness (it being understood that as of the Closing Date the Obligations are unsecured)indebtedness; provided, however, that, if Lender so requests, such indebtedness shall be collected, enforced and received by Guarantors as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender, but without reducing or affecting in any manner the liability of Guarantors under the other provisions of this Guaranty except to the extent the principal amount or other portion of such outstanding indebtedness shall have been reduced by such payment.

No Contest with Lender; Subordination. So long as any of the Obligations hereby guaranteed remain unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Credit, Guarantors will not, by paying any sum recoverable hereunder (whether or not demanded by XxxxxxLender) or by any means or on any other ground, claim any set-off or counterclaim against Borrower in respect of any liability of any Guarantor to Borrower or, in proceedings under federal bankruptcy law or insolvency proceedings of any nature, prove in competition with Xxxxxx Lender in respect of any payment hereunder or be entitled to have the benefit of any counterclaim or proof of claim or dividend or payment by or on behalf of Borrower or the benefit of any other security for any of the Obligations hereby guaranteed which, now or hereafter, Lender may hold or in which it may have any share. Guarantors hereby expressly waive any right of contribution or reimbursement from or indemnity against Borrower or Notwithstanding any other Guarantor, whether at law or in equity, arising from any payments made by any Guarantor pursuant provision of this Guaranty to the terms of this Guarantycontrary, each Guarantor hereby waives and Guarantors acknowledge that Guarantors releases any claim or other rights which such Guarantor may now have no right whatsoever to proceed or hereafter acquire against Borrower or any other Guarantor for reimbursement or other Person of all or any of the obligations of Guarantors hereunder that arise from the existence or performance of such payments Guarantor’s obligations under this Guaranty or any of the other Loan Documents, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification, any right to participate in any claim or remedy of Lender against Borrower or any other Guarantor or other Person or any Collateral which Lender now has or hereafter acquires, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, by any payment made hereunder or otherwise, including, without limitation, the right to take or receive from Borrower or any other Guarantor or other Person, directly or indirectly, in cash or other property or by setoff or in any other manner, payment or security on account of such claim or other rights, except for those rights of each Guarantor under the Contribution Agreement; provided, however, each Guarantor agrees not to pursue or enforce any of its rights under the Contribution Agreement or otherwise and each Guarantor agrees not to make or receive any payment on account of such rights under the Contribution Agreement or otherwise so long as any of the Obligations remain unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Credit. In the event any Guarantor shall receive any payment under or on account of such rights whether under the Contribution Agreement or otherwise while any of the Obligations are outstandingotherwise, it shall hold such payment as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender but without reducing or affecting in any manner the liability of Guarantors under the other provisions of this Guaranty except to the extent the principal amount or other portion of such indebtedness shall have been reduced by such payment. In connection with the foregoing, Guarantors expressly waive any and all rights of subrogation to Lender against Borrower Borrower, any other Guarantor or any other GuarantorPerson, and Guarantors hereby waive any rights to enforce any remedy which Lender may have against Borrower Borrower, any other Guarantor or any other Guarantor Person and any rights to participate in any collateral for Borrower’s obligations under the Loan Documents. Guarantors hereby subordinate any and all indebtedness of Borrower or any other Guarantor now or hereafter owed to any Guarantor to all indebtedness of Borrower or any other Guarantor to Lender, and agree with Lender that (a) Guarantors shall not demand or accept any payment from Borrower or any other Guarantor on account of such indebtedness, (b) Guarantors shall not claim any offset or other reduction of Guarantors’ obligations hereunder because of any such indebtedness, and (c) Guarantors shall not take any action to obtain any interest in any of the security described in and encumbered by the Loan Documents because of any such indebtedness (it being understood that as of the Closing Date the Obligations are unsecured)indebtedness; provided, however, that, if Lender so requests, such indebtedness shall be collected, enforced and received by Guarantors as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower or Guarantor to Lender, but without reducing or affecting in any manner the liability of Guarantors under the other provisions of this Guaranty except to the extent the principal amount or other portion of such outstanding indebtedness shall have been reduced by such payment.

No Contest with Lender; Subordination. So long as any of the Obligations obligation hereby guaranteed remain remains unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Creditundischarged, Guarantors will not, by paying any sum recoverable hereunder (whether or not demanded by XxxxxxLender) or by any means or on any other ground, claim any set-off or counterclaim against Borrower in respect of any liability of any Guarantor Guarantors to Borrower or, in proceedings under federal bankruptcy law or insolvency proceedings of any nature, prove in competition with Xxxxxx Lender in respect of any payment hereunder or be entitled to have the benefit of any counterclaim or proof of claim or dividend or payment by or on behalf of Borrower or the benefit of any other security for any of the Obligations obligation hereby guaranteed which, now or hereafter, Lender may hold or in which it may have any share. Guarantors hereby expressly waive any right of contribution or reimbursement from or indemnity against Borrower or any other GuarantorBorrower, whether at law or in equity, arising from any payments made by any Guarantor Guarantors pursuant to the terms of this Guaranty, and Guarantors acknowledge that Guarantors have no right whatsoever to proceed against Borrower or any other Guarantor for reimbursement of any such payments except for those rights of each Guarantor under the Contribution Agreement; provided, however, each Guarantor agrees not to pursue or enforce any of its rights under the Contribution Agreement or otherwise and each Guarantor agrees not to make or receive any payment on account of such rights under the Contribution Agreement or otherwise so long as any of the Obligations remain unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Credit. In the event any Guarantor shall receive any payment under or on account of such rights whether under the Contribution Agreement or otherwise while any of the Obligations are outstanding, it shall hold such payment as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender but without reducing or affecting in any manner the liability of Guarantors under the other provisions of this Guaranty except to the extent the principal amount or other portion of such indebtedness shall have been reduced by such paymentpayments. In connection with the foregoing, Guarantors expressly waive any and all rights of subrogation to Lender against Borrower or any other GuarantorBorrower, and Guarantors hereby waive any rights to enforce any remedy which Lender may have against Borrower or any other Guarantor and any rights to participate in any collateral for Borrower’s 's obligations under the Loan Documents. Guarantors hereby subordinate any and all indebtedness of Borrower now or hereafter owed to any Guarantor Guarantors to all indebtedness of Borrower or any other Guarantor to Lender, and agree with Lender that (a) Guarantors shall not demand or accept any payment from Borrower or any other Guarantor on account of such indebtedness, (b) Guarantors shall not claim any offset or other reduction of Guarantors’ ' obligations hereunder because of any such indebtedness, and (c) Guarantors shall not take any action to obtain any interest in any of the security described in and encumbered by the Loan Documents because of any such indebtedness (it being understood that as of the Closing Date the Obligations are unsecured)indebtedness; provided, however, that, if Lender so requests, such indebtedness shall be collected, enforced and received by Guarantors as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender, but without reducing or affecting in any manner the liability of Guarantors under the other provisions of this Guaranty except to the extent the principal amount or other portion of such outstanding indebtedness shall have been reduced by such payment.

No Contest with Lender; Subordination. So long as any of the Obligations hereby guaranteed remain Obligation remains unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Creditundischarged, Guarantors will not, by paying any sum recoverable hereunder (whether or not demanded by XxxxxxLender) or by any means or on any other ground, claim any set-off or counterclaim against Borrower in respect of any liability of any Guarantor Guarantors to Borrower or, in proceedings under federal bankruptcy law or insolvency proceedings of any nature, prove in competition with Xxxxxx Lender in respect of any payment hereunder or be entitled to have the benefit of any counterclaim or proof of claim or dividend or payment by or on behalf of Borrower or the benefit of any other security for any of the Obligations hereby guaranteed Obligation which, now or hereafter, Lender may hold or in which it may have any share. Guarantors hereby expressly waive any right of contribution or reimbursement from or indemnity against Borrower or any other Guarantor, whether at law or in equity, arising from any payments made by any Guarantor pursuant to the terms of this Guaranty, and Guarantors acknowledge that Guarantors have no right whatsoever to proceed against Borrower or any other Guarantor for reimbursement of any such payments except for those rights of each Guarantor under the Contribution Agreement; provided, however, each Guarantor agrees not to pursue or enforce any of its rights under the that certain Contribution Agreement or otherwise dated as of even date herewith among Borrower and each Guarantor (as modified and amended from time to time, the “Contribution Agreement”), and each Guarantor agrees not to make or receive any payment on account of such rights under the Contribution Agreement or otherwise so long as any of the Obligations remain unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Creditundischarged. In the event any Guarantor shall receive any payment under or on account of such rights whether under the Contribution Agreement or otherwise while any of the Obligations are outstandingAgreement, it shall hold such payment as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender but without reducing or affecting in any manner the liability of Guarantors under the other provisions of this Guaranty except to the extent the principal amount or other portion of such indebtedness shall have been reduced by such payment. In connection with the foregoing, Guarantors expressly waive any and all rights of subrogation to Lender against Borrower or any other Guarantor, and Guarantors hereby waive any rights to enforce any remedy which Lender may have against Borrower or any other Guarantor and any rights to participate in any collateral for Borrower’s obligations under the Loan Documents. Guarantors hereby subordinate any and all indebtedness of Borrower now or hereafter owed to any Guarantor Guarantors to all of the Obligations and any other indebtedness of Borrower or any other Guarantor to Lender, and agree agrees with Lender that (a) Guarantors shall not demand or accept any payment from Borrower or any other Guarantor on account of such indebtedness, (b) Guarantors shall not claim any offset or other reduction of Guarantors’ obligations hereunder because of any such indebtedness, and (c) Guarantors shall not take any action to obtain any interest in any of the security described in and encumbered by the Loan Documents because of any such indebtedness (it being understood that as of the Closing Date the Obligations are unsecured)indebtedness; provided, however, that, if Lender so requests, such indebtedness shall be collected, enforced and received by Guarantors as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender, but without reducing or affecting in any manner the liability of Guarantors under the other provisions of this Guaranty except to the extent the principal amount or other portion of such outstanding indebtedness shall have been reduced by such payment.

No Contest with Lender; Subordination. So long as any of the Obligations hereby guaranteed remain unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Creditundischarged, Guarantors Guarantor will not, by paying any sum recoverable hereunder (whether or not demanded by Xxxxxx) or by any means or on any other ground, claim any set-off or counterclaim against Borrower Borrowers in respect of any liability of any Guarantor to Borrower Borrowers or, in proceedings under federal bankruptcy law or insolvency proceedings of any nature, prove in competition with Xxxxxx Lender in respect of any payment hereunder or be entitled to have the benefit of any counterclaim or proof of claim or dividend or payment by or on behalf of Borrower Borrowers or the benefit of any other security for any of the Obligations hereby guaranteed which, now or hereafter, Lender may hold or in which it may have any share. Guarantors Guarantor hereby expressly waive waives any right of contribution or reimbursement from or indemnity against Borrower or any other GuarantorBorrowers, whether at law or in equity, arising from any payments made by any Guarantor pursuant to the terms of this Guaranty, and Guarantors acknowledge Guarantor acknowledges that Guarantors have Guarantor has no right whatsoever to proceed against Borrower or any other Guarantor Borrowers for reimbursement of any such payments except for those rights of each Guarantor under the Contribution Agreement; provided, however, each Guarantor agrees not to pursue or enforce any of its rights under the Contribution Agreement or otherwise and each Guarantor agrees not to make or receive any payment on account of such rights under the Contribution Agreement or otherwise so long as any of the Obligations remain unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Credit. In the event any Guarantor shall receive any payment under or on account of such rights whether under the Contribution Agreement or otherwise while any of the Obligations are outstanding, it shall hold such payment as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender but without reducing or affecting in any manner the liability of Guarantors under the other provisions of this Guaranty except to the extent the principal amount or other portion of such indebtedness shall have been reduced by such paymentpayments. In connection with the foregoing, Guarantors Guarantor expressly waive waives any and all rights of subrogation to Lender against Borrower or any other GuarantorBorrowers, and Guarantors Guarantor hereby waive waives any rights to enforce any remedy which Lender may have against Borrower or any other Guarantor Borrowers and any rights to participate in any collateral for Borrower’s Borrowers’ obligations under the Loan DocumentsDocuments or the agreements relating to the Hedge Obligations. Guarantors Guarantor hereby subordinate subordinates any and all indebtedness of Borrower Borrowers now or hereafter owed to any Guarantor to all indebtedness of Borrower or any other Guarantor Borrowers to Lender, and agree agrees with Lender that (a) Guarantors Guarantor shall not demand or accept any payment from Borrower or any other Guarantor Borrowers on account of such indebtedness, (b) Guarantors Guarantor shall not claim any offset or other reduction of Guarantors’ Guarantor’s obligations hereunder because of any such indebtedness, and (c) Guarantors Guarantor shall not take any action to obtain any interest in any of the security described in and encumbered by the Loan Documents or the agreements relating to the Hedge Obligations because of any such indebtedness (it being understood that as of the Closing Date the Obligations are unsecured)indebtedness; provided, however, that, if Lender so requests, such indebtedness shall be collected, enforced and received by Guarantors Guarantor as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower Borrowers to Lender, but without reducing or affecting in any manner the liability of Guarantors Guarantor under the other provisions of this Guaranty except to the extent the principal amount or other portion of such outstanding indebtedness shall have been reduced by such payment.

No Contest with Lender; Subordination. So long as any of the Obligations hereby guaranteed remain unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Creditundischarged, Guarantors will not, by paying any sum recoverable hereunder (whether or not demanded by Xxxxxx) or by any means or on any other ground, claim any set-off or counterclaim against Borrower in respect of any liability of any Guarantor Guarantors to Borrower or, in proceedings under federal bankruptcy law or insolvency proceedings of any nature, prove in competition with Xxxxxx Lender in respect of any payment hereunder or be entitled to have the benefit of any counterclaim or proof of claim or dividend or payment by or on behalf of Borrower or the benefit of any other security for any of the Obligations hereby guaranteed which, now or hereafter, Lender may hold or in which it may have any share. Guarantors hereby agree with Lender that until the date that is ninety-one (91) days after the date that all indebtedness guaranteed hereby has been completely repaid and all obligations and undertakings of Borrower under the Loan Documents, by reason of, or pursuant to the Note and the other Loan Documents have been completely performed (other than indemnity obligations under the Loan Documents surviving after the payment of all other Obligations as to which no claim is then pending) and Lender has no further obligation to make Loans or issue Letters of Credit (the “Waiver Expiration Date”), Guarantors hereby expressly waive any right of contribution or reimbursement from or indemnity against Borrower or any other Guarantor, whether at law or in equity, arising from any payments made by any Guarantor pursuant to the terms of this Guaranty, and Guarantors acknowledge that Guarantors have no right whatsoever to proceed against Borrower or any other Guarantor for reimbursement of any such payments except for those rights of each Guarantor under the Contribution Agreement; provided, however, each Guarantor agrees not to pursue or enforce any of its such rights under the Contribution Agreement or otherwise and each Guarantor agrees not to make or receive any payment on account of such rights under the Contribution Agreement or otherwise so long as any of until after the Obligations remain unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of CreditWaiver Expiration Date. In the event any Guarantor shall receive any payment under or on account of such rights whether under the Contribution Agreement or otherwise while any of the Obligations are outstanding, it shall hold such payment as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender but without reducing or affecting in any manner the liability of Guarantors under the other provisions of this Guaranty except to the extent the principal amount or other portion of such indebtedness shall have been reduced by such payment. In connection with the foregoing, until the occurrence of the Waiver Expiration Date, Guarantors expressly waive any and all rights of subrogation to Lender against Borrower or any other Guarantor, and Guarantors hereby waive any rights to enforce any remedy which Lender may have against Borrower or any other Guarantor and any rights to participate in any collateral for Borrower’s obligations under the Loan Documents. Guarantors Each Guarantor hereby subordinate subordinates any and all indebtedness of Borrower now or hereafter owed to any such Guarantor to all indebtedness of Borrower or any other Guarantor to Lender, and agree agrees with Lender that (a) Guarantors such Guarantor shall not demand or accept any payment from Borrower or any other Guarantor on account of such indebtedness, (b) Guarantors such Guarantor shall not claim any offset or other reduction of Guarantors’ such Guarantor’s obligations hereunder because of any such indebtedness, and (c) Guarantors such Guarantor shall not take any action to obtain any interest in any of the security described in and encumbered by the Loan Documents because of any such indebtedness (it being understood that as of the Closing Date the Obligations are unsecured)indebtedness; provided, however, that, if Lender so requestsrequests during the continuance of an Event of Default, such indebtedness shall be collected, enforced and received by Guarantors such Guarantor as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender, but without reducing or affecting in any manner the liability of Guarantors such Guarantor under the other provisions of this Guaranty except to the extent the principal amount or other portion of such outstanding indebtedness shall have been reduced by such payment.

No Contest with Lender; Subordination. So long as any of the Obligations hereby guaranteed remain unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Credit, Guarantors will not, by paying any sum recoverable hereunder (whether or not demanded by XxxxxxLender) or by any means or on any other ground, claim any set-off or counterclaim against Borrower in respect of any liability of any Guarantor to Borrower or, in proceedings under federal bankruptcy law or insolvency proceedings of any nature, prove in competition with Xxxxxx Lender in respect of any payment hereunder or be entitled to have the benefit of any counterclaim or proof of claim or dividend or payment by or on behalf of Borrower or the benefit of any other security for any of the Obligations hereby guaranteed which, now or GUARANTY (CONDOR) hereafter, Lender may hold or in which it may have any share. For so long as any Lender has any obligation to make Loans or issue Letters of Credit or any Letters of Credit or other Obligations (other than obligations which survive termination of the Credit Agreement as to which no claim has been made) remain outstanding or subject to any bankruptcy preference period or any other possibility of disgorgement (such period, the “Lock-out Period”), Guarantors hereby expressly waive any right of contribution or reimbursement from or indemnity against Borrower or any other Guarantor, whether at law or in equity, arising from any payments made by any Guarantor pursuant to the terms of this Guaranty, and Guarantors acknowledge that Guarantors have no right whatsoever to proceed against Borrower Borrower, any other Guarantor or any other Guarantor Person for reimbursement of any such payments except for those rights of each Guarantor under the Contribution Agreement; provided, however, each Guarantor agrees not to pursue or enforce any of its rights under the Contribution Agreement or otherwise and each Guarantor agrees not to make or receive any payment on account of such rights under the Contribution Agreement or otherwise so long as any of the Obligations remain unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Credit. In the event any Guarantor shall receive any payment under or on account of such rights whether under the Contribution Agreement or otherwise while any of the Obligations are outstandingotherwise, it shall hold such payment as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender but without reducing or affecting in any manner the liability of Guarantors under the other provisions of this Guaranty except to the extent the principal amount or other portion of such indebtedness shall have been reduced by such payment. In connection with the foregoing, Guarantors expressly waive any and all rights of subrogation to Lender against Borrower Borrower, any other Guarantor or any other GuarantorPerson, and Guarantors hereby waive any rights to enforce any remedy which Lender may have against Borrower Borrower, any other Guarantor or any other Guarantor Person and any rights to participate in any collateral for Borrower’s obligations under the Loan Documents. Guarantors hereby subordinate any and all indebtedness of Borrower or any other Guarantor now or hereafter owed to any Guarantor to all indebtedness of Borrower or any other Guarantor to Lender, and agree with Lender that (a) Guarantors shall not demand or accept any payment from Borrower or any other Guarantor on account of such indebtedness, (b) Guarantors shall not claim any offset or other reduction of Guarantors’ obligations hereunder because of any such indebtedness, and (c) Guarantors shall not take any action to obtain any interest in any of the security described in and encumbered by the Loan Documents because of any such indebtedness (it being understood that as of the Closing Date the Obligations are unsecured)indebtedness; provided, however, that, if Lender so requests, such indebtedness shall be collected, enforced and received by Guarantors as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower or such Guarantor to Lender, but without reducing or affecting in any manner the liability of Guarantors under the other provisions of this Guaranty except to the extent the principal amount or other portion of such outstanding indebtedness shall have been reduced by such payment.

No Contest with Lender; Subordination. So long as any of the Obligations hereby guaranteed remain unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of CreditLoans, Guarantors will not, by paying any sum recoverable hereunder (whether or not demanded by Xxxxxx) or by any means or on any other ground, claim any set-off or counterclaim against Borrower in respect of any liability of any Guarantor to Borrower or, in proceedings under federal bankruptcy law or insolvency proceedings of any nature, prove in competition with Xxxxxx in respect of any payment hereunder or be entitled to have the benefit of any counterclaim or proof of claim or dividend or payment by or on behalf of Borrower or the benefit of any other security for any of the Obligations hereby guaranteed which, now or hereafter, Lender may hold or in which it may have any share. Guarantors hereby expressly waive any right of contribution or reimbursement from or indemnity against Borrower or any other Guarantor, whether at law or in equity, arising from any payments made by any Guarantor pursuant to the terms of this Guaranty, and Guarantors acknowledge that Guarantors have no right whatsoever to proceed against Borrower Borrower, any other Guarantor or any other Guarantor Person for reimbursement of any such payments except for those rights of each Guarantor under the Contribution Agreement; provided, however, each Guarantor agrees not to pursue or enforce any of its rights under the Contribution Agreement or otherwise and each Guarantor agrees not to make or receive any payment on account of such rights under the Contribution Agreement or otherwise so long as any of the Obligations remain unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of CreditLoans. In the event any Guarantor shall receive any payment under or on account of such rights whether under the Contribution Agreement or otherwise while any of the Obligations are outstandingAgreement, it shall hold such payment as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender but without reducing or affecting in any manner the liability of Guarantors under the other provisions of this Guaranty except to the extent the principal amount or other portion of such indebtedness shall have been reduced by such payment. In connection with the foregoing, Guarantors expressly waive any and all rights of subrogation to Lender against Borrower Borrower, any other Guarantor or any other GuarantorPerson, and Guarantors hereby waive any rights to enforce any remedy which Lender may have against Borrower Borrower, any other Guarantor or any other Guarantor Person and any rights to participate in any collateral for Borrower’s obligations under the Loan Documents. Guarantors hereby subordinate any and all indebtedness of Borrower now or hereafter owed to any Guarantor to all indebtedness of Borrower or any other Guarantor to Lender, and agree with Lender that (a) Guarantors shall not demand or accept any payment from Borrower or any other Guarantor on account of such indebtedness, (b) Guarantors shall not claim any offset or other reduction of Guarantors’ obligations hereunder because of any such indebtedness, and (c) Guarantors shall not take any action to obtain any interest in any of the security described in and encumbered by the Loan Documents because of any such indebtedness (it being understood that as of the Closing Date the Obligations are unsecured)indebtedness; provided, however, that, if Lender so requests, such indebtedness shall be collected, enforced and received by Guarantors as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender, but without reducing or affecting in any manner the liability of Guarantors under the other provisions of this Guaranty except to the extent the principal amount or other portion of such outstanding indebtedness shall have been reduced by such payment.

No Contest with Lender; Subordination. So long as any of the Obligations hereby guaranteed remain unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Credit, Guarantors Guarantor will not, by paying any sum recoverable hereunder (whether or not demanded by Xxxxxx) or by any means or on any other ground, claim any set-off or counterclaim against Borrower in respect of any liability of any Guarantor to Borrower or, in proceedings under federal bankruptcy law or insolvency proceedings of any nature, prove in competition with Xxxxxx Lender in respect of any payment hereunder or be entitled to have the benefit of any counterclaim or proof of claim or dividend or payment by or on behalf of Borrower or the benefit of any other security for any of the Obligations hereby guaranteed which, now or hereafter, Lender may hold or in which it may have any share. Guarantors Guarantor hereby expressly waive waives any right of contribution or reimbursement from or indemnity against Borrower or any other GuarantorXxxxxxxx, whether at law or in equity, arising from any payments made by any Guarantor pursuant to the terms of this Guaranty, and Guarantors acknowledge Guarantor acknowledges that Guarantors have Guarantor has no right whatsoever to proceed against Borrower or any other Guarantor for reimbursement of any such payments payments, except for those rights of each Guarantor under the Contribution Agreement; provided, however, each Guarantor agrees not to pursue or enforce any of its rights under the Contribution Agreement or otherwise and each Guarantor agrees not to make or receive any payment on account of such rights under the Contribution Agreement or otherwise so long as any of the Obligations remain unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Creditundischarged. In the event any Guarantor shall receive any payment under or on account of such rights whether under the Contribution Agreement or otherwise while any of the Obligations are outstandingAgreement, it shall hold such payment as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender but without reducing or affecting in any manner the liability of Guarantors Guarantor under the other provisions of this Guaranty except to the extent the principal amount or other portion of such indebtedness shall have been reduced by such payment. In connection with the foregoing, Guarantors so long as any of the Obligations remain unpaid or undischarged, Guarantor expressly waive waives any and all rights of subrogation to Lender against Borrower or any other GuarantorXxxxxxxx, and Guarantors Guarantor hereby waive waives any rights to enforce any remedy which Lender may have against Borrower or any other Guarantor and any rights to participate in any collateral for Borrower’s obligations under the Loan Documents. Guarantors Guarantor hereby subordinate subordinates any and all indebtedness of Borrower now or hereafter owed to any Guarantor to all indebtedness of Borrower or any other Guarantor to Lender, and agree agrees with Lender that (a) Guarantors Guarantor shall not demand or accept any payment from Borrower or any other Guarantor on account of such indebtedness, (b) Guarantors Guarantor shall not claim any offset or other reduction of Guarantors’ Guarantor’s obligations hereunder because of any such indebtedness, indebtedness and (c) Guarantors Guarantor shall not take any action to obtain any interest in any of the security provided by Xxxxxxxx described in and encumbered by the Loan Documents because of any such indebtedness (it being understood that as of the Closing Date the Obligations are unsecured)Documents; provided, however, that, if Lender so requests, such indebtedness shall be collected, enforced and received by Guarantors Guarantor as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender, but without reducing or affecting in any manner the liability of Guarantors Guarantor under the other provisions of this Guaranty except to the extent the principal amount or other portion of such outstanding indebtedness shall have been reduced by such payment.

No Contest with Lender; Subordination. So long as any of the Obligations hereby guaranteed remain unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Credit, Guarantors will not, by paying any sum recoverable hereunder (whether or not demanded by Xxxxxx) or by any means or on any other ground, claim any set-off or counterclaim against Borrower in respect of any liability of any Guarantor to Borrower or, in proceedings under federal bankruptcy law or insolvency proceedings of any nature, prove in competition with Xxxxxx in respect of any payment hereunder or be entitled to have the benefit of any counterclaim or proof of claim or dividend or payment by or on behalf of Borrower or the benefit of any other security for any of the Obligations hereby guaranteed which, now or hereafter, Lender may hold or in which it may have any share. Guarantors hereby expressly waive any right of contribution or reimbursement from or indemnity against Borrower or any other Guarantor, whether at law or in equity, arising from any payments made by any Guarantor pursuant to the terms of this Guaranty, and Guarantors acknowledge that Guarantors have no right whatsoever to proceed against Borrower or any other Guarantor for reimbursement of any such payments except for those rights of each Guarantor under the Contribution Agreement; provided, however, each Guarantor agrees not to pursue or enforce any of its rights under the Contribution Agreement or otherwise and each Guarantor agrees not to make or receive any payment on account of such rights under the Contribution Agreement or otherwise so long as any of the Obligations remain unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Credit. In the event any Guarantor shall receive any payment under or on account of such rights whether under the Contribution Agreement or otherwise while any of the Obligations are outstanding, it shall hold such payment as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender but without reducing or affecting in any manner the liability of Guarantors under the other provisions of this Guaranty except to the extent the principal amount or other portion of such indebtedness shall have been reduced by such payment. In connection with the foregoing, so long as any of the Obligations hereby guaranteed remain unpaid or undischarged or subject to any bankruptcy preference period or other possibility of disgorgement or any Lender has any obligation to make Loans or issue Letters of Credit, Guarantors expressly waive any and all rights of subrogation to Lender against Borrower or any other Guarantor, and Guarantors hereby waive any rights to enforce any remedy which Lender may have against Borrower or any other Guarantor and any rights to participate in any collateral for Borrower’s obligations under the Loan Documents. So long as any of the Obligations hereby guaranteed remain unpaid or undischarged or subject to any bankruptcy preference period or other possibility of disgorgement or any Lender has any obligation to make Loans or issue Letters of Credit, Guarantors hereby subordinate any and all indebtedness of Borrower now or hereafter owed to any Guarantor to all indebtedness of Borrower or any other Guarantor to Lender, and agree with Lender that (a) Guarantors shall not demand or accept any payment from Borrower or any other Guarantor on account of such indebtednessindebtedness if an Event of Default has occurred and is continuing, (b) Guarantors shall not claim any offset or other reduction of Guarantors’ obligations hereunder because of any such indebtedness, and (c) Guarantors shall not take any action to obtain any interest in any of the security described in and encumbered by the Loan Documents because of any such indebtedness (it being understood that as of the Closing Date the Obligations are unsecured)indebtedness; provided, however, that, if Lender so requests, such indebtedness shall be collected, enforced and received by Guarantors as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender, but without reducing or affecting in any manner the liability of Guarantors under the other provisions of this Guaranty except to the extent the principal amount or other portion of such outstanding indebtedness shall have been reduced by such payment.

No Contest with Lender; Subordination. So long as any of the Obligations obligation hereby guaranteed remain remains unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Creditundischarged, Guarantors Guarantor will not, by paying any sum recoverable hereunder (whether or not demanded by XxxxxxLendxx) or xx by any means or on any other ground, claim any set-off or counterclaim against Borrower in respect of any liability of any Guarantor to Borrower or, in proceedings under federal bankruptcy law or insolvency proceedings of any nature, prove in competition with Xxxxxx Lender in respect of any payment hereunder or be entitled to have the benefit of any counterclaim or proof of claim or dividend or payment by or on behalf of Borrower or the benefit of any other security for any of the Obligations obligation hereby guaranteed which, now or hereafter, Lender may hold or in which it may have any share. Guarantors So long as any obligation hereby guaranteed remains unpaid or undischarged, Guarantor hereby expressly waive waives any right of contribution or reimbursement from or indemnity against Borrower or any other GuarantorBorrower, whether at law or in equity, arising from any payments made by any Guarantor pursuant to the terms of this Guaranty, and Guarantors acknowledge Guarantor acknowledges that Guarantors have Guarantor has no right whatsoever to proceed against Borrower or any other Guarantor for reimbursement of any such payments except for those rights of each Guarantor under the Contribution Agreement; provided, however, each Guarantor agrees not to pursue or enforce any of its rights under the Contribution Agreement or otherwise and each Guarantor agrees not to make or receive any payment on account of such rights under the Contribution Agreement or otherwise so long as any of the Obligations remain unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Credit. In the event any Guarantor shall receive any payment under or on account of such rights whether under the Contribution Agreement or otherwise while any of the Obligations are outstanding, it shall hold such payment as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender but without reducing or affecting in any manner the liability of Guarantors under the other provisions of this Guaranty except to the extent the principal amount or other portion of such indebtedness shall have been reduced by such paymentpayments. In connection with the foregoing, Guarantors Guarantor expressly waive waives any and all rights of subrogation to Lender against Borrower or any other GuarantorBorrower, and Guarantors Guarantor hereby waive waives any rights to enforce any remedy which Lender may have against Borrower or any other Guarantor and any rights to participate in any collateral for Borrower’s 's obligations under the Loan Documents. Guarantors Guarantor hereby subordinate subordinates any and all indebtedness of Borrower now or hereafter owed to any Guarantor to all indebtedness of Borrower or any other Guarantor to Lender, and agree agrees with Lender that (a) Guarantors Guarantor shall not demand or accept any payment from Borrower or any other Guarantor on account of such indebtedness, unless such payment is approved by Lender in the exercise of its sole discretion, (b) Guarantors Guarantor shall not claim any offset or other reduction of Guarantors’ obligations hereunder because of any such indebtedness, and (c) Guarantors shall not take any action to obtain any interest in any of the security described in and encumbered by the Loan Documents because of any such indebtedness (it being understood that as of the Closing Date the Obligations are unsecured); provided, however, that, if Lender so requests, such indebtedness shall be collected, enforced and received by Guarantors as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender, but without reducing or affecting in any manner the liability of Guarantors under the other provisions of this Guaranty except to the extent the principal amount or other portion of such outstanding indebtedness shall have been reduced by such payment.of

No Contest with Lender; Subordination. So long as any of the Obligations hereby guaranteed remain unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Credit, Guarantors will not, by paying any sum recoverable hereunder (whether or not demanded by XxxxxxLender) or by any means or on any other ground, claim any set-off or counterclaim against Borrower in respect of any liability of any Guarantor to Borrower or, in proceedings under federal bankruptcy law or insolvency proceedings of any nature, prove in competition with Xxxxxx Lender in respect of any payment hereunder or be entitled to have the benefit of any counterclaim or proof of claim or dividend or payment by or on behalf of Borrower or the benefit of any other security for any of the Obligations hereby guaranteed which, now or hereafter, Lender may hold or in which it may have any share. Guarantors hereby expressly waive any right of contribution or reimbursement from or indemnity against Borrower until 91 days after the date of the return or termination of all Letters of Credit, the termination of the obligation of the Lenders to make Loans or issue Letters of Credit and the indefeasible payment and performance in full of the Obligations under the Credit Agreement and this Unconditional Guaranty of Payment and Performance (the “Waiver Date”) or any other Guarantor, whether at law or in equity, arising from any payments made by any Guarantor pursuant to the terms of this Guaranty, and Guarantors acknowledge that Guarantors have no right whatsoever to proceed against Borrower or any other Guarantor for reimbursement of any such payments except for those rights of each Guarantor under the Contribution Agreement; provided, however, each Guarantor agrees not to pursue or enforce any of its rights under the Contribution Agreement or otherwise and each Guarantor agrees not to make or receive any payment on account of such rights under the Contribution Agreement or otherwise so long as any of the Obligations remain unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Credit. In the event any Guarantor shall receive any payment under or on account of such rights whether under the Contribution Agreement or otherwise while any of the Obligations are outstandingAgreement, it shall hold such payment as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender but without reducing or affecting in any manner the liability of Guarantors under the other provisions of this Guaranty except to the extent the principal amount or other portion of such indebtedness shall have been reduced by such payment. In connection with the foregoing, Guarantors expressly waive any and all rights of subrogation to Lender against Borrower or any other Guarantor, and Guarantors hereby waive any rights to enforce any remedy which Lender may have against Borrower or any other Guarantor and any rights to participate in any collateral for Borrower’s obligations under the Loan Documents, except and until the Waiver Date. Guarantors hereby subordinate any and all indebtedness of Borrower now or hereafter owed to any Guarantor to all indebtedness of Borrower or any other Guarantor to Lender, and agree with Lender that (a) Guarantors shall not demand or accept any payment from Borrower or any other Guarantor on account of such indebtednessindebtedness until the Waiver Date, (b) Guarantors shall not claim any offset or other reduction of Guarantors’ obligations hereunder because of any such indebtedness, and (c) Guarantors shall not take any action to obtain any interest in any of the security described in and encumbered by the Loan Documents because of any such indebtedness (it being understood that as of the Closing Date the Obligations are unsecured)indebtedness; provided, however, that, if Lender so requests, such indebtedness shall be collected, enforced and received by Guarantors as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender, but without reducing or affecting in any manner the liability of Guarantors under the other provisions of this Guaranty except to the extent the principal amount or other portion of such outstanding indebtedness shall have been reduced by such payment.

No Contest with Lender; Subordination. So long as any of the Obligations obligation hereby guaranteed remain remains unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Creditundischarged, Guarantors Guarantor will not, by paying any sum recoverable hereunder (whether or not demanded by XxxxxxLender) or by any means or on any other ground, claim any set-off or counterclaim against Borrower in respect of any liability of any Guarantor to Borrower or, in proceedings under federal bankruptcy law or insolvency proceedings of any nature, prove in competition with Xxxxxx Lender in respect of any payment hereunder or be entitled to have the benefit of any counterclaim or proof of claim or dividend or payment by or on behalf of Borrower or the benefit of any other security for any of the Obligations obligation hereby guaranteed which, now or hereafter, Lender may hold or in which it may have any share. Guarantors Guarantor hereby expressly waive waives any right of contribution or reimbursement from or indemnity against Borrower or any other GuarantorBorrower, whether at law or in equity, arising from any payments made by any Guarantor pursuant to the terms of this Guaranty, and Guarantors acknowledge that Guarantors have Guarantor acknowledges that, until the indefeasible payment in full of the Obligations and the termination of the Revolving Credit Commitments, Guarantor has no right whatsoever to proceed against Borrower or any other Guarantor for reimbursement of any such payments except for those rights of each Guarantor under the Contribution Agreement; provided, however, each Guarantor agrees not to pursue or enforce any of its rights under the Contribution Agreement or otherwise and each Guarantor agrees not to make or receive any payment on account of such rights under the Contribution Agreement or otherwise so long as any of the Obligations remain unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Credit. In the event any Guarantor shall receive any payment under or on account of such rights whether under the Contribution Agreement or otherwise while any of the Obligations are outstanding, it shall hold such payment as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender but without reducing or affecting in any manner the liability of Guarantors under the other provisions of this Guaranty except to the extent the principal amount or other portion of such indebtedness shall have been reduced by such paymentpayments. In connection with the foregoing, Guarantors Guarantor expressly waive waives, until the indefeasible payment in full of the Obligations and the termination of the Revolving Credit Commitments, any and all rights of subrogation to Lender against Borrower or (it being understood that Guarantor is not waiving any other Guarantorright of subrogation that it may otherwise have but only is waiving the exercise thereof as provided above), and Guarantors Guarantor hereby waive waives any rights to enforce any remedy which Lender may have against Borrower or any other Guarantor and any rights to participate in any collateral for Borrower’s obligations under the Loan Documents. Guarantors Guarantor hereby subordinate subordinates any and all indebtedness of Borrower now or hereafter owed to any Guarantor to all indebtedness of Borrower to Lender (including any indebtedness accruing after the commencement of a case under any chapter of Title 11, U.S.C.A. as amended from time to time or any other Guarantor to Lendersuccessor statute), and agree agrees with Lender that (a) Guarantors from and after the occurrence and during the continuance of a Potential Event of Default or Event of Default, Guarantor shall not demand or accept any payment from Borrower or any other Guarantor on account of such indebtedness, (b) Guarantors Guarantor shall not claim any offset or other reduction of Guarantors’ Guarantor’s obligations hereunder because of any such indebtedness, and (c) Guarantors Guarantor shall not take any action to obtain any interest in any of the security described in and encumbered by the Loan Documents because of any such indebtedness (it being understood that as of the Closing Date the Obligations are unsecured)indebtedness; provided, however, that, if Lender so requests, such indebtedness shall be collected, enforced and received by Guarantors Guarantor as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender, but without reducing or affecting in any manner the liability of Guarantors Guarantor under the other provisions of this Guaranty except to the extent the principal amount or other portion of such outstanding indebtedness shall have been reduced by such payment.

No Contest with Lender; Subordination. So long as any of the Obligations obligation hereby guaranteed remain remains unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Creditundischarged, Guarantors Guarantor will not, by paying any sum recoverable hereunder (whether or not demanded by XxxxxxLendxx) or xx by any means or on any other ground, claim any set-off or counterclaim against Borrower in respect of any liability of any Guarantor to Borrower or, in proceedings under federal bankruptcy law or insolvency proceedings of any nature, prove in competition with Xxxxxx Lender in respect of any payment hereunder or be entitled to have the benefit of any counterclaim or proof of claim or dividend or payment by or on behalf of Borrower or the benefit of any other security for any of the Obligations obligation hereby guaranteed which, now or hereafter, Lender may hold or in which it may have any share. Guarantors So long as any obligation hereby guaranteed remains unpaid or undischarged, Guarantor hereby expressly waive waives any right of contribution or reimbursement from or indemnity against Borrower or any other GuarantorBorrower, whether at law or in equity, arising from any payments made by any Guarantor pursuant to the terms of this Guaranty, and Guarantors acknowledge Guarantor acknowledges that Guarantors have Guarantor has no right whatsoever to proceed against Borrower or any other Guarantor for reimbursement of any such payments except for those rights of each Guarantor under the Contribution Agreement; provided, however, each Guarantor agrees not to pursue or enforce any of its rights under the Contribution Agreement or otherwise and each Guarantor agrees not to make or receive any payment on account of such rights under the Contribution Agreement or otherwise so long as any of the Obligations remain unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Credit. In the event any Guarantor shall receive any payment under or on account of such rights whether under the Contribution Agreement or otherwise while any of the Obligations are outstanding, it shall hold such payment as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender but without reducing or affecting in any manner the liability of Guarantors under the other provisions of this Guaranty except to the extent the principal amount or other portion of such indebtedness shall have been reduced by such paymentpayments. In connection with the foregoing, Guarantors Guarantor expressly waive waives any and all rights of subrogation to Lender against Borrower or any other GuarantorBorrower, and Guarantors Guarantor hereby waive waives any rights to enforce any remedy which Lender may have against Borrower or any other Guarantor and any rights to participate in any collateral for Borrower’s 's obligations under the Loan Documents. Guarantors Guarantor hereby subordinate subordinates any and all indebtedness of Borrower now or hereafter owed to any Guarantor to all indebtedness of Borrower or any other Guarantor to Lender, and agree agrees with Lender that (a) Guarantors Guarantor shall not demand or accept any payment from Borrower or any other Guarantor on account of such indebtedness, unless such payment is approved by Lender in the exercise of its sole discretion, (b) Guarantors Guarantor shall not claim any offset or other reduction of Guarantors’ 4 Guarantor's obligations hereunder because of any such indebtedness, and (c) Guarantors Guarantor shall not take any action to obtain any interest in any of the security described in and encumbered by the Loan Documents because of any such indebtedness (it being understood that as of the Closing Date the Obligations are unsecured)indebtedness; provided, however, that, if Lender so requests, such indebtedness shall be collected, enforced and received by Guarantors Guarantor as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender, but without reducing or affecting in any manner the liability of Guarantors Guarantor under the other provisions of this Guaranty except to the extent the principal amount or other portion of such outstanding indebtedness shall have been reduced by such payment.

No Contest with Lender; Subordination. So long as any of the Obligations hereby guaranteed remain unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of CreditLoans, Guarantors will not, by paying any sum recoverable hereunder (whether or not demanded by Xxxxxx) or by any means or on any other ground, claim any set-off or counterclaim against Borrower in respect of any liability of any Guarantor to Borrower or, in proceedings under federal bankruptcy law or insolvency proceedings of any nature, prove in competition with Xxxxxx in respect of any payment hereunder or be entitled to have the benefit of any counterclaim or proof of claim or dividend or payment by or on behalf of Borrower or the benefit of any other security for any of the Obligations hereby guaranteed which, now or hereafter, Lender may hold or in which it may have any share. Guarantors hereby expressly waive any right of contribution or reimbursement from or indemnity against Borrower or any other Guarantor, whether at law or in equity, arising from any payments made by any Guarantor pursuant to the terms of this Guaranty, and Guarantors acknowledge that Guarantors have no right whatsoever to proceed against Borrower or any other Guarantor for reimbursement of any such payments except for those rights of each Guarantor under the Contribution Agreement; provided, however, each Guarantor agrees not to pursue or enforce any of its rights under the Contribution Agreement or otherwise and each Guarantor agrees not to make or receive any payment on account of such rights under the Contribution Agreement or otherwise so long as any of the Obligations remain unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of CreditLoans. In the event any Guarantor shall receive any payment under or on account of such rights whether under the Contribution Agreement or otherwise while any of the Obligations are outstanding, it shall hold such payment as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender but without reducing or affecting in any manner the liability of Guarantors under the other provisions of this Guaranty except to the extent the principal amount or other portion of such indebtedness shall have been reduced by such payment. In connection with the foregoing, Guarantors expressly waive any and all rights of subrogation to Lender against Borrower or any other Guarantor, and Guarantors hereby waive any rights to enforce any remedy which Lender may have against Borrower or any other Guarantor and any rights to participate in any collateral for Borrower’s obligations under the Loan Documents. Guarantors hereby subordinate any and all indebtedness of Borrower now or hereafter owed to any Guarantor to all indebtedness of Borrower or any other Guarantor to Lender, and agree with Lender that (a) Guarantors shall not demand or accept any payment from Borrower or any other Guarantor on account of such indebtedness, (b) Guarantors shall not claim any offset or other reduction of Guarantors’ obligations hereunder because of any such indebtedness, and (c) Guarantors shall not take any action to obtain any interest in any of the security described in and encumbered by the Loan Documents because of any such indebtedness (it being understood that as of the Closing Date the Obligations are unsecured)indebtedness; provided, however, that, if Lender so requests, such indebtedness shall be collected, enforced and received by Guarantors as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender, but without reducing or affecting in any manner the liability of Guarantors under the other provisions of this Guaranty except to the extent the principal amount or other portion of such outstanding indebtedness shall have been reduced by such payment.

No Contest with Lender; Subordination. So long as any of the Obligations obligation hereby ------------------------------------- guaranteed remain remains unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Creditundischarged, Guarantors will not, by paying any sum recoverable hereunder (whether or not demanded by XxxxxxLender) or by any means or on any other ground, claim any set-off or counterclaim against Borrower in respect of any liability of any Guarantor Guarantors to Borrower or, in proceedings under federal bankruptcy law or insolvency proceedings of any nature, prove in competition with Xxxxxx Lender in respect of any payment hereunder or be entitled to have the benefit of any counterclaim or proof of claim or dividend or payment by or on behalf of Borrower or the benefit of any other security for any of the Obligations obligation hereby guaranteed which, now or hereafter, Lender may hold or in which it may have any share. Guarantors hereby expressly waive any right of contribution or reimbursement from or indemnity against Borrower or any other GuarantorBorrower, whether at law or in equity, arising from any payments made by any Guarantor Guarantors pursuant to the terms of this Guaranty, and Guarantors acknowledge that Guarantors have no right whatsoever to proceed against Borrower or any other Guarantor for reimbursement of any such payments except for those rights of each Guarantor under the Contribution Agreement; provided, however, each Guarantor agrees not to pursue or enforce any of its rights under the Contribution Agreement or otherwise and each Guarantor agrees not to make or receive any payment on account of such rights under the Contribution Agreement or otherwise so long as any of the Obligations remain unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Credit. In the event any Guarantor shall receive any payment under or on account of such rights whether under the Contribution Agreement or otherwise while any of the Obligations are outstanding, it shall hold such payment as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender but without reducing or affecting in any manner the liability of Guarantors under the other provisions of this Guaranty except to the extent the principal amount or other portion of such indebtedness shall have been reduced by such paymentpayments. In connection with the foregoing, Guarantors expressly waive any and all rights of subrogation to Lender against Borrower or any other GuarantorBorrower, and Guarantors hereby waive any rights to enforce any remedy which Lender may have against Borrower or any other Guarantor and any rights to participate in any collateral for Borrower’s 's obligations under the Loan Documents. Guarantors hereby subordinate any and all indebtedness of Borrower now or hereafter owed to any Guarantor Guarantors to all indebtedness of Borrower or any other Guarantor to Lender, and agree with Lender that (a) Guarantors shall not demand or accept any payment from Borrower or any other Guarantor on account of such indebtedness, (b) Guarantors shall not claim any offset or other reduction of Guarantors’ ' obligations hereunder because of any such indebtedness, and (c) Guarantors shall not take any action to obtain any interest in any of the security described in and encumbered by the Loan Documents because of any such indebtedness (it being understood that as of the Closing Date the Obligations are unsecured)indebtedness; provided, however, that, if Lender so requests, such indebtedness shall be collected, enforced and received by Guarantors as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender, but without reducing or affecting in any manner the liability of Guarantors under the other provisions of this Guaranty except to the extent the principal amount or other portion of such outstanding indebtedness shall have been reduced by such payment.

No Contest with Lender; Subordination. So long as any of the Obligations obligation hereby guaranteed remain remains unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Creditundischarged, Guarantors Guarantor will not, by paying any sum recoverable hereunder (whether or not demanded by XxxxxxLender) or by any means or on any other ground, claim any set-off or counterclaim against Borrower in respect of any liability of any Guarantor to Borrower or, in proceedings under federal bankruptcy law or insolvency proceedings of any nature, prove in competition with Xxxxxx Lender in respect of any payment hereunder or be entitled to have the benefit of any counterclaim or proof of claim or dividend or payment by or on behalf of Borrower or the benefit of any other security for any of the Obligations obligation hereby guaranteed which, now or hereafter, Lender may hold or in which it Lender may have any share. Guarantors Except as provided in the Contribution Agreement, Guarantor hereby expressly waive waives any right of contribution or reimbursement from or indemnity against Borrower or any other GuarantorBorrower, whether at law or in equity, arising from any payments made by any Guarantor pursuant to the terms of this Guaranty, and Guarantors acknowledge Guarantor acknowledges that Guarantors have Guarantor has no right whatsoever to proceed against Borrower or any other Guarantor for reimbursement of any such payments except for those rights of each Guarantor under the Contribution Agreement; provided, however, each Guarantor agrees not to pursue or enforce any of its rights under the Contribution Agreement or otherwise and each Guarantor agrees not to make or receive any payment on account of such rights under the Contribution Agreement or otherwise so long as any of the Obligations remain unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Credit. In the event any Guarantor shall receive any payment under or on account of such rights whether under the Contribution Agreement or otherwise while any of the Obligations are outstanding, it shall hold such payment as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender but without reducing or affecting in any manner the liability of Guarantors under the other provisions of this Guaranty except to the extent the principal amount or other portion of such indebtedness shall have been reduced by such paymentpayments. In connection with the foregoing, Guarantors Guarantor expressly waive waives any and all rights of subrogation to Lender against Borrower or any other GuarantorBorrower, and Guarantors Guarantor hereby waive waives any rights to enforce any remedy which Lender may have against Borrower or any other Guarantor and any rights to participate in any collateral for Borrower’s 's obligations under the Loan Documents. Guarantors Guarantor hereby subordinate subordinates any and all indebtedness of Borrower now or hereafter owed to any Guarantor to all indebtedness of Borrower or any other Guarantor to Lender, and agree agrees with Lender that (a) Guarantors Guarantor shall not demand or accept any payment from Borrower or any other Guarantor on account of such indebtedness; provided that, without modifying any limitations on Indebtedness in the Credit Agreement, Guarantor shall be entitled to receive and retain payments of indebtedness made from Borrower to Guarantor so long as no Default or Event of Default shall exist at the time of such payment and no Default or Event of Default shall occur as a result of any such payment, (b) Guarantors Guarantor shall not claim any offset or other reduction of Guarantors’ Guarantor's obligations hereunder because of any such indebtedness, and (c) Guarantors Guarantor shall not take any action to obtain any interest in any of the security described in and encumbered by the Loan Documents or any other assets of Borrower or any other guarantor or surety of the Obligations because of any such indebtedness (it being understood that as of the Closing Date the Obligations are unsecured)indebtedness; provided, however, that, if Lender Agent so requestsrequests during the continuance of an Event of Default, such indebtedness shall be collected, enforced and received by Guarantors Guarantor as trustee for Lender and be paid over to Agent for the benefit of Lender on account of the indebtedness of Borrower to Lender, but without reducing or affecting in any manner the liability of Guarantors Guarantor under the other provisions of this Guaranty except to the extent the principal amount or other portion of such outstanding indebtedness shall have been reduced by such paymentpayment by Guarantor over to Agent on account of the indebtedness of Borrower to Lender guaranteed hereby.

No Contest with Lender; Subordination. So long as any of the Obligations obligation hereby guaranteed remain remains unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Creditundischarged, Guarantors Guarantor will not, by paying any sum recoverable hereunder (whether or not demanded by XxxxxxLender) or by any means or on any other ground, claim any set-off or counterclaim xxxxxxrclaim against Borrower in respect of any liability of any Guarantor to Borrower or, in proceedings under federal bankruptcy law or insolvency proceedings of any nature, prove in competition with Xxxxxx Lender in respect of any payment hereunder or be entitled to have the benefit of any counterclaim or proof of claim or dividend or payment by or on behalf of Borrower or the benefit of any other security for any of the Obligations obligation hereby guaranteed which, now or hereafter, Lender may hold or in which it Lender may have any share. Guarantors Guarantor hereby expressly waive waives any right of contribution or reimbursement from or indemnity against Borrower or any other GuarantorBorrower, whether at law or in equity, arising from any payments made by any Guarantor xx Xxxxantor pursuant to the terms of this Guaranty, and Guarantors acknowledge Guarantor acknowledges that Guarantors have Guarantor has no right whatsoever to proceed against Borrower or any other Guarantor for reimbursement of any such payments except for those rights of each Guarantor under the Contribution Agreement; provided, however, each Guarantor agrees not to pursue or enforce any of its rights under the Contribution Agreement or otherwise and each Guarantor agrees not to make or receive any payment on account of such rights under the Contribution Agreement or otherwise so long as any of the Obligations remain unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Credit. In the event any Guarantor shall receive any payment under or on account of such rights whether under the Contribution Agreement or otherwise while any of the Obligations are outstanding, it shall hold such payment as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender but without reducing or affecting in any manner the liability of Guarantors under the other provisions of this Guaranty except to the extent the principal amount or other portion of such indebtedness shall have been reduced by such paymentpayments. In connection with the foregoing, Guarantors Guarantor expressly waive waives any and all rights of subrogation to Lender against Borrower or any other GuarantorBorrower, and Guarantors Guarantor hereby waive waives any rights to enforce any remedy which Lender may have against Borrower or any other Guarantor and any rights to participate in any collateral for Borrower’s 's obligations under the Loan Documents. Guarantors Guarantor hereby subordinate subordinates any and all indebtedness of Borrower now or hereafter owed to any Guarantor to all indebtedness of Borrower or any other Guarantor to Lender, and agree agrees with Lender that (a) Guarantors Guarantor shall not demand or accept any payment from Borrower or any other Guarantor on account of such indebtedness; provided that, without modifying any limitations on Indebtedness in the Credit Agreement, Guarantor shall be entitled to receive, retain and distribute payments of indebtedness made from Borrower to Guarantor so long as no Default or Event of Default shall exist at the time of such payment and no Default or Event of Default shall occur as a result of any such payment, (b) Guarantors Guarantor shall not claim any offset or other reduction of Guarantors’ Guarantor's obligations hereunder because of any such indebtedness, and (c) Guarantors Guarantor shall not take any action to obtain any interest in any of the security described in and encumbered by the Loan Documents Documents, if any, or any other assets of Borrower or any other guarantor or surety of the Obligations because of any such indebtedness (it being understood that as of the Closing Date the Obligations are unsecured)indebtedness; provided, however, that, if Lender Agent so requestsrequests during the continuance of an Event of Default, such indebtedness shall be collected, enforced and received by Guarantors Guarantor as trustee for Lender and be paid over to Agent for the benefit of Lender on account of the indebtedness of Borrower to Lender, but without reducing or affecting in any manner the liability of Guarantors Guarantor under the other provisions of this Guaranty except to the extent the principal amount or other portion of such outstanding indebtedness shall have been reduced by such paymentpayment by Guarantor over to Agent on account of the indebtedness of Borrower to Lender guaranteed hereby.

No Contest with Lender; Subordination. So long as any of the Obligations hereby guaranteed remain unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Credit, Guarantors REIT will not, by paying any sum recoverable hereunder (whether or not demanded by XxxxxxLender) or by any means or on any other ground, claim any set-off or counterclaim against any Borrower in respect of any liability of REIT to any Guarantor to Borrower or, in proceedings under federal bankruptcy law or insolvency proceedings of any nature, prove in competition with Xxxxxx Lender in respect of any payment hereunder or be entitled to have the benefit of any counterclaim or proof of claim or dividend or payment by or on behalf of any Borrower or the benefit of any other security for any of the Obligations hereby guaranteed which, now or hereafter, Lender may hold or in which it may have any share. Guarantors REIT hereby expressly waive waives any right of contribution or reimbursement from or indemnity against any Borrower or any other Guarantor, whether at law or in equity, arising from any payments made by any Guarantor REIT pursuant to the terms of this Guaranty, and Guarantors acknowledge REIT acknowledges that Guarantors have REIT has no right whatsoever to proceed against any Borrower or any other Guarantor for reimbursement of any such payments except for those rights of each Guarantor under the Contribution Agreement; provided, however, each Guarantor agrees not to pursue or enforce any of its rights under the Contribution Agreement or otherwise and each Guarantor agrees not to make or receive any payment on account of such rights under the Contribution Agreement or otherwise so long as any of the Obligations remain unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Credit. In the event any Guarantor shall receive any payment under or on account of such rights whether under the Contribution Agreement or otherwise while any of the Obligations are outstanding, it shall hold such payment as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender but without reducing or affecting in any manner the liability of Guarantors under the other provisions of this Guaranty except to the extent the principal amount or other portion of such indebtedness shall have been reduced by such paymentpayments. In connection with the foregoing, Guarantors REIT expressly waive waives any and all rights of subrogation to Lender against any Borrower or any other Guarantor, and Guarantors REIT hereby waive waives any rights to enforce any remedy which Lender may have against any Borrower or any other Guarantor and any rights to participate in any collateral for any Borrower’s obligations under the Loan Documents. Guarantors REIT hereby subordinate subordinates any and all indebtedness of any Borrower now or hereafter owed to any Guarantor REIT to all indebtedness of any Borrower or any other Guarantor to Lender, and agree agrees with Lender that (a) Guarantors REIT shall not demand or accept any payment from any Borrower or any other Guarantor on account of such indebtedness, (b) Guarantors REIT shall not claim any offset or other reduction of Guarantors’ REIT’s obligations hereunder because of any such indebtedness, and (c) Guarantors REIT shall not take any action to obtain any interest in any of the security security, if any, described in and encumbered by the Loan Documents because of any such indebtedness (it being understood that as of the Closing Date the Obligations are unsecured)indebtedness; provided, however, that, if Lender so requests, such indebtedness shall be collected, enforced and received by Guarantors REIT as trustee for Lender and be paid over to Lender on account of the indebtedness of any Borrower to Lender, but without reducing or affecting in any manner the liability of Guarantors REIT under the other provisions of this Guaranty except to the extent the principal amount or other portion of such outstanding indebtedness shall have been reduced by such payment.

No Contest with Lender; Subordination. So long as any of the Obligations hereby guaranteed remain Obligation remains unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Creditundischarged, Guarantors Guarantor will not, by paying any sum recoverable hereunder (whether or not demanded by Xxxxxx) or by any means or on any other ground, claim any set-off or counterclaim against Borrower in respect of any liability of any Guarantor to Borrower or, in proceedings under federal bankruptcy law or insolvency proceedings of any nature, prove in competition with Xxxxxx Lender in respect of any payment hereunder or be entitled to have the benefit of any counterclaim or proof of claim or dividend or payment by or on behalf of Borrower or the benefit of any other security for any of the Obligations hereby guaranteed Obligation which, now or hereafter, Lender may hold or in which it may have any share. Guarantors Guarantor hereby expressly waive waives any right of contribution or reimbursement from or indemnity against Borrower or any other GuarantorXxxxxxxx, whether at law or in equity, arising from any payments made by any Guarantor pursuant to the terms of this Guaranty, and Guarantors acknowledge Guarantor acknowledges that Guarantors have Guarantor has no right whatsoever to proceed against Borrower or any other Guarantor for reimbursement of any such payments except for those rights of each Guarantor under the Contribution Agreement; provided, however, each Guarantor agrees not to pursue or enforce any of its rights under the Contribution Agreement or otherwise and each Guarantor agrees not to make or receive any payment on account of such rights under the Contribution Agreement or otherwise so long as any of the Obligations remain unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Credit. In the event any Guarantor shall receive any payment under or on account of such rights whether under the Contribution Agreement or otherwise while any of the Obligations are outstanding, it shall hold such payment as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender but without reducing or affecting in any manner the liability of Guarantors under the other provisions of this Guaranty except to the extent the principal amount or other portion of such indebtedness shall have been reduced by such paymentpayments. In connection with the foregoing, Guarantors Guarantor expressly waive waives any and all rights of subrogation to Lender against Borrower or any other GuarantorBorrower, and Guarantors Guarantor hereby waive waives any rights to enforce any remedy which Lender may have against Borrower or any other Guarantor and any rights to participate in any collateral for Borrower’s 's obligations under the Loan Documents. Guarantors Guarantor hereby subordinate subordinates any and all indebtedness of Borrower now or hereafter owed to any Guarantor to all of the Obligations and any other indebtedness of Borrower or any other Guarantor to Lender, and agree agrees with Lender that (a) Guarantors Guarantor shall not demand or accept any payment from Borrower or any other Guarantor on account of such indebtedness, (b) Guarantors Guarantor shall not claim any offset or other reduction of Guarantors’ Guarantor's obligations hereunder because of any such indebtedness, and (c) Guarantors Guarantor shall not take any action to obtain any interest in any of the security described in and encumbered by the Loan Documents because of any such indebtedness (it being understood that as of the Closing Date the Obligations are unsecured)indebtedness; provided, however, that, if Lender so requests, such indebtedness shall be collected, enforced and received by Guarantors Guarantor as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender, but without reducing or affecting in any manner the liability of Guarantors Guarantor under the other provisions of this Guaranty except to the extent the principal amount or other portion of such outstanding indebtedness shall have been reduced by such payment.

No Contest with Lender; Subordination. So long as any of the Obligations hereby guaranteed remain unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of CreditLoans, Guarantors will not, by paying any sum recoverable hereunder (whether or not demanded by XxxxxxLender) or by any means or on any other ground, claim any set-off or counterclaim against Borrower in respect of any liability of any Guarantor to Borrower or, in proceedings under federal bankruptcy law or insolvency proceedings of any nature, prove in competition with Xxxxxx Lender in respect of any payment hereunder or be entitled to have the benefit of any counterclaim or proof of claim or dividend or payment by or on behalf of Borrower or the benefit of any other security for any of the Obligations hereby guaranteed which, now or hereafter, Lender may hold or in which it may have any share. For so long as any Lender has any obligation to make Loans or any Obligations (other than obligations which survive termination of the Loan Agreement as to which no claim has been made) remain outstanding or subject to any bankruptcy preference period or any other possibility of disgorgement (such period, the "Lock-out Period"), Guarantors hereby expressly waive any right of contribution or reimbursement from or indemnity against Borrower or any other Guarantor, whether at law or in equity, arising from any payments made by any Guarantor pursuant to the terms of this Guaranty, and Guarantors acknowledge that Guarantors have no right whatsoever to proceed against Borrower Borrower, any other Guarantor or any other Guarantor Person for reimbursement of any such payments except for those rights of each Guarantor under the Contribution Agreement; provided, however, each Guarantor agrees not to pursue or enforce any of its rights under the Contribution Agreement or otherwise and each Guarantor agrees not to make or receive any payment on account of such rights under the Contribution Agreement or otherwise so long as any of the Obligations remain unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of CreditLoans. In the event any Guarantor shall receive any payment under or on account of such rights whether under the Contribution Agreement or otherwise while any of the Obligations are outstanding, it shall hold such payment as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender but without reducing or affecting in any manner the liability of Guarantors under the other provisions of this 3 Guaranty except to the extent the principal amount or other portion of such indebtedness shall have been reduced by such payment. In connection with the foregoing, Guarantors expressly waive any and all rights of subrogation to Lender against Borrower or any other Guarantor, and Guarantors hereby waive any rights to enforce any remedy which Lender may have against Borrower or any other Guarantor and any rights to participate in any collateral for Borrower’s obligations under the Loan Documents. Guarantors hereby subordinate any and all indebtedness of Borrower now or hereafter owed to any Guarantor to all indebtedness of Borrower or any other Guarantor to Lender, and agree with Lender that (a) Guarantors shall not demand or accept any payment from Borrower or any other Guarantor on account of such indebtedness, (b) Guarantors shall not claim any offset or other reduction of Guarantors’ obligations hereunder because of any such indebtedness, and (c) Guarantors shall not take any action to obtain any interest in any of the security described in and encumbered by the Loan Documents because of any such indebtedness (it being understood that as of the Closing Date the Obligations are unsecuredCondor term loan); provided, however, that, if Lender so requests, such indebtedness shall be collected, enforced and received by Guarantors as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender, but without reducing or affecting in any manner the liability of Guarantors under the other provisions of this Guaranty except to the extent the principal amount or other portion of such outstanding indebtedness shall have been reduced by such payment.

No Contest with Lender; Subordination. So long as any of the Obligations hereby guaranteed remain unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Credit, Guarantors will not, by paying any sum recoverable hereunder (whether or not demanded by Xxxxxx) or by any means or on any other ground, claim any set-off or counterclaim against Borrower in respect of any liability of any Guarantor to Borrower or, in proceedings under federal bankruptcy law or insolvency proceedings of any nature, prove in competition with Xxxxxx in respect of any payment hereunder or be entitled to have the benefit of any counterclaim or proof of claim or dividend or payment by or on behalf of Borrower or the benefit of any other security for any of the Obligations hereby guaranteed which, now or hereafter, Lender may hold or in which it may have any share. Guarantors hereby expressly waive any right of contribution or reimbursement from or indemnity against Borrower or any other Guarantor, whether at law or in equity, arising from any payments made by any Guarantor pursuant to the terms of this Guaranty, and Guarantors acknowledge that Guarantors have no right whatsoever to proceed against Borrower Borrower, any other Guarantor or any other Guarantor Person for reimbursement of any such payments except for those rights of each Guarantor under the Contribution Agreement; provided, however, each Guarantor agrees not to pursue or enforce any of its rights under the Contribution Agreement or otherwise and each Guarantor agrees not to make or receive any payment on account of such rights under the Contribution Agreement or otherwise so long as any of the Obligations remain unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Credit. In the event any Guarantor shall receive any payment under or on account of such rights whether under the Contribution Agreement or otherwise while any of the Obligations are outstandingAgreement, it shall hold such payment as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender but without reducing or affecting in any manner the liability of Guarantors under the other provisions of this Guaranty except to the extent the principal amount or other portion of such indebtedness shall have been reduced by such payment. In connection with the foregoing, Guarantors expressly waive any and all rights of subrogation to Lender against Borrower Borrower, any other Guarantor or any other GuarantorPerson, and Guarantors hereby waive any rights to enforce any remedy which Lender may have against Borrower Borrower, any other Guarantor or any other Guarantor Person and any rights to participate in any collateral for Borrower’s obligations under the Loan Documents. Guarantors hereby subordinate any and all indebtedness of Borrower or any other Guarantor now or hereafter owed to any Guarantor to all indebtedness of Borrower or any other Guarantor to Lender, and agree with Lender that (a) Guarantors shall not demand or accept any payment from Borrower or any other Guarantor on account of such indebtedness, (b) Guarantors shall not claim any offset or other reduction of Guarantors’ obligations hereunder because of any such indebtedness, and (c) Guarantors shall not take any action to obtain any interest in any of the security described in and encumbered by the Loan Documents because of any such indebtedness (it being understood that as of the Closing Date the Obligations are unsecured)indebtedness; provided, however, that, if Lender so requests, such indebtedness shall be collected, enforced and received by Guarantors as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower or such Guarantor to Lender, but without reducing or affecting in any manner the liability of Guarantors under the other provisions of this Guaranty except to the extent the principal amount or other portion of such outstanding indebtedness shall have been reduced by such payment.

No Contest with Lender; Subordination. So long as any of the Obligations obligation hereby guaranteed remain remains unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Creditundischarged, Guarantors Guarantor will not, by paying any sum recoverable hereunder (whether or not demanded by XxxxxxLexxxx) or by any means or on any other ground, claim any set-off or counterclaim against Borrower in respect of any liability of any Guarantor to Borrower or, in proceedings under federal bankruptcy law or insolvency proceedings of any nature, prove in competition with Xxxxxx Lender in respect of any payment hereunder or be entitled to have the benefit of any counterclaim or proof of claim or dividend or payment by or on behalf of Borrower or the benefit of any other security for any of the Obligations obligation hereby guaranteed which, now or hereafter, Lender may hold or in which it may have any share. Guarantors Guarantor hereby expressly waive waives any right of contribution or reimbursement from or indemnity against Borrower or any other GuarantorBoxxxxxx, whether at law or in equity, arising from any payments made by any Guarantor pursuant to the terms of this Guaranty, and Guarantors acknowledge Guarantor acknowledges that Guarantors have Guarantor has no right whatsoever to proceed against Borrower or any other Guarantor for reimbursement of any such payments except for those rights of each Guarantor under the Contribution Agreement; provided, however, each Guarantor agrees not to pursue or enforce any of its rights under the Contribution Agreement or otherwise and each Guarantor agrees not to make or receive any payment on account of such rights under the Contribution Agreement or otherwise so long as any of the Obligations remain unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Credit. In the event any Guarantor shall receive any payment under or on account of such rights whether under the Contribution Agreement or otherwise while any of the Obligations are outstanding, it shall hold such payment as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender but without reducing or affecting in any manner the liability of Guarantors under the other provisions of this Guaranty except to the extent the principal amount or other portion of such indebtedness shall have been reduced by such paymentpayments. In connection with the foregoing, Guarantors Guarantor expressly waive waives any and all rights of subrogation to Lender against Borrower or any other GuarantorBorrower, and Guarantors Guarantor hereby waive waives any rights to enforce any remedy which Lender may have against Borrower or any other Guarantor and any rights to participate in any collateral for Borrower’s 's obligations under the Loan Documents. Guarantors Guarantor hereby subordinate subordinates any and all indebtedness of Borrower now or hereafter owed to any Guarantor to all indebtedness of Borrower or any other Guarantor to Lender, and agree agrees with Lender that (a) Guarantors Guarantor shall not demand or accept any payment from Borrower or any other Guarantor on account of such indebtedness, (b) Guarantors Guarantor shall not claim any offset or other reduction of Guarantors’ Guarantor's obligations hereunder because of any such indebtedness, and (c) Guarantors Guarantor shall not take any action to obtain any interest in any of the security described in and encumbered by the Loan Documents because of any such indebtedness (it being understood that as of the Closing Date the Obligations are unsecured)indebtedness; provided, however, that, if Lender so requests, such indebtedness shall be collected, enforced and received by Guarantors Guarantor as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender, but without reducing or affecting in any manner the liability of Guarantors Guarantor under the other provisions of this Guaranty except to the extent the principal amount or other portion of such outstanding indebtedness shall have been reduced by such payment.

No Contest with Lender; Subordination. So long as any of the Obligations obligation ------------------------------------- hereby guaranteed remain remains unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Creditundischarged, Guarantors Guarantor will not, by paying any sum recoverable hereunder (whether or not demanded by XxxxxxLexxxx) or by any means or on any other ground, claim any set-off or counterclaim against Borrower in respect of any liability of any Guarantor to Borrower or, in proceedings under federal bankruptcy law or insolvency proceedings of any nature, prove in competition with Xxxxxx in Lexxxx xn respect of any payment hereunder or be entitled to have the benefit of any counterclaim or proof of claim or dividend or payment by or on behalf of Borrower or the benefit of any other security for any of the Obligations obligation hereby guaranteed which, now or hereafter, Lender may hold or in which it may have any share. Guarantors Guarantor hereby expressly waive waives any right of contribution or reimbursement from or indemnity against Borrower or any other GuarantorBoxxxxxx, whether at law or in equity, arising from any payments made by any Guarantor pursuant to the terms of this Guaranty, and Guarantors acknowledge Guarantor acknowledges that Guarantors have Guarantor has no right whatsoever to proceed against Borrower or any other Guarantor for reimbursement of any such payments except for those rights of each Guarantor under the Contribution Agreement; provided, however, each Guarantor agrees not to pursue or enforce any of its rights under the Contribution Agreement or otherwise and each Guarantor agrees not to make or receive any payment on account of such rights under the Contribution Agreement or otherwise so long as any of the Obligations remain unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Credit. In the event any Guarantor shall receive any payment under or on account of such rights whether under the Contribution Agreement or otherwise while any of the Obligations are outstanding, it shall hold such payment as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender but without reducing or affecting in any manner the liability of Guarantors under the other provisions of this Guaranty except to the extent the principal amount or other portion of such indebtedness shall have been reduced by such paymentpayments. In connection with the foregoing, Guarantors Guarantor expressly waive waives any and all rights of subrogation to Lender against Borrower or any other GuarantorBorrower, and Guarantors Guarantor hereby waive waives any rights to enforce any remedy which Lender may have against Borrower or any other Guarantor and any rights to participate in any collateral for Borrower’s 's obligations under the Loan Documents. Guarantors Guarantor hereby subordinate subordinates any and all indebtedness of Borrower now or hereafter owed to any Guarantor to all indebtedness of Borrower or any other Guarantor to Lender, and agree agrees with Lender that (a) Guarantors Guarantor shall not demand or accept any payment from Borrower or any other Guarantor on account of such indebtedness, (b) Guarantors Guarantor shall not claim any offset or other reduction of Guarantors’ Guarantor's obligations hereunder because of any such indebtedness, and (c) Guarantors Guarantor shall not take any action to obtain any interest in any of the security described in and encumbered by the Loan Documents because of any such indebtedness (it being understood that as of the Closing Date the Obligations are unsecured)indebtedness; provided, however, that, if Lender so requests, such indebtedness shall be collected, enforced and received by Guarantors Guarantor as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender, but without reducing or affecting in any manner the liability of Guarantors Guarantor under the other provisions of this Guaranty except to the extent the principal amount or other portion of such outstanding indebtedness shall have been reduced by such payment.

No Contest with Lender; Subordination. So long as any of the Obligations hereby guaranteed remain unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Credit, Guarantors REIT will not, by paying any sum recoverable hereunder (whether or not demanded by XxxxxxLender) or by any means or on any other ground, claim any set-off or counterclaim against Borrower in respect of any liability of any Guarantor REIT to Borrower or, in proceedings under federal bankruptcy law or insolvency proceedings of any nature, prove in competition with Xxxxxx Lender in respect of any payment hereunder or be entitled to have the benefit of any counterclaim or proof of claim or dividend or payment by or on behalf of Borrower or the benefit of any other security for any of the Obligations hereby guaranteed which, now or hereafter, Lender may hold or in which it may have any share. Guarantors REIT hereby expressly waive waives any right of contribution or reimbursement from or indemnity against Borrower or any other Guarantor, whether at law or in equity, arising from any payments made by any Guarantor REIT pursuant to the terms of this Guaranty, and Guarantors acknowledge REIT acknowledges that Guarantors have REIT has no right whatsoever to proceed against Borrower or any other Guarantor for reimbursement of any such payments except for those rights of each Guarantor under the Contribution Agreement; provided, however, each Guarantor agrees not to pursue or enforce any of its rights under the Contribution Agreement or otherwise and each Guarantor agrees not to make or receive any payment on account of such rights under the Contribution Agreement or otherwise so long as any of the Obligations remain unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Credit. In the event any Guarantor shall receive any payment under or on account of such rights whether under the Contribution Agreement or otherwise while any of the Obligations are outstanding, it shall hold such payment as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender but without reducing or affecting in any manner the liability of Guarantors under the other provisions of this Guaranty except to the extent the principal amount or other portion of such indebtedness shall have been reduced by such paymentpayments. In connection with the foregoing, Guarantors REIT expressly waive waives any and all rights of subrogation to Lender against Borrower or any other Guarantor, and Guarantors REIT hereby waive waives any rights to enforce any remedy which Lender may have against Borrower or any other Guarantor and any rights to participate in any collateral for Borrower’s obligations under the Loan Documents. Guarantors REIT hereby subordinate subordinates any and all indebtedness of Borrower now or hereafter owed to any Guarantor REIT to all indebtedness of Borrower or any other Guarantor to Lender, and agree agrees with Lender that (a) Guarantors REIT shall not demand or accept any payment from Borrower or any other Guarantor on account of such indebtedness, (b) Guarantors REIT shall not claim any offset or other reduction of Guarantors’ REIT’s obligations hereunder because of any such indebtedness, and (c) Guarantors REIT shall not take any action to obtain any interest in any of the security security, if any, described in and encumbered by the Loan Documents because of any such indebtedness (it being understood that as of the Closing Date the Obligations are unsecured)indebtedness; provided, however, that, if Lender so requests, such indebtedness shall be collected, enforced and received by Guarantors REIT as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender, but without reducing or affecting in any manner the liability of Guarantors REIT under the other provisions of this Guaranty except to the extent the principal amount or other portion of such outstanding indebtedness shall have been reduced by such payment.

No Contest with Lender; Subordination. So long as any of the Obligations hereby guaranteed remain unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Credit, Guarantors will not, by paying any sum recoverable hereunder (whether or not demanded by XxxxxxLxxxxx) or by any means or on any other ground, claim any set-off or counterclaim against Borrower in respect of any liability of any Guarantor to Borrower or, in proceedings under federal bankruptcy law or insolvency proceedings of any nature, prove in competition with Xxxxxx Lxxxxx in respect of any payment hereunder or be entitled to have the benefit of any counterclaim or proof of claim or dividend or payment by or on behalf of Borrower or the benefit of any other security for any of the Obligations hereby guaranteed which, now or hereafter, Lender may hold or in which it may have any share. Guarantors hereby expressly waive any right of contribution or reimbursement from or indemnity against Borrower or Notwithstanding any other Guarantor, whether at law or in equity, arising from any payments made by any Guarantor pursuant provision of this Guaranty to the terms of this Guarantycontrary, each Guarantor hereby waives and Guarantors acknowledge that Guarantors releases any claim or other rights which such Guarantor may now have no right whatsoever to proceed or hereafter acquire against Borrower or any other Guarantor for reimbursement or other Person of all or any of the obligations of Guarantors hereunder that arise from the existence or performance of such payments Guarantor’s obligations under this Guaranty or any of the other Loan Documents, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification, any right to participate in any claim or remedy of Lender against Borrower or any other Guarantor or other Person or any Collateral which Lender now has or hereafter acquires, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, by any payment made hereunder or otherwise, including, without limitation, the right to take or receive from Borrower or any other Guarantor or other Person, directly or indirectly, in cash or other property or by setoff or in any other manner, payment or security on account of such claim or other rights, except for those rights of each Guarantor under the Contribution Agreement; provided, however, each Guarantor agrees not to pursue or enforce any of its rights under the Contribution Agreement or otherwise and each Guarantor agrees not to make or receive any payment on account of such rights under the Contribution Agreement or otherwise so long as any of the Obligations remain unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Credit. In the event any Guarantor shall receive any payment under or on account of such rights whether under the Contribution Agreement or otherwise while any of the Obligations are outstandingotherwise, it shall hold such payment as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender but without reducing or affecting in any manner the liability of Guarantors under the other provisions of this Guaranty except to the extent the principal amount or other portion of such indebtedness shall have been reduced by such payment. In connection with the foregoing, Guarantors expressly waive any and all rights of subrogation to Lender against Borrower Borrower, any other Guarantor or any other GuarantorPerson, and Guarantors hereby waive any rights to enforce any remedy which Lender may have against Borrower Borrower, any other Guarantor or any other Guarantor Person and any rights to participate in any collateral for Borrower’s obligations under the Loan Documents. Guarantors hereby subordinate any and all indebtedness of Borrower or any other Guarantor now or hereafter owed to any Guarantor to all indebtedness of Borrower or any other Guarantor to Lender, and agree with Lender that (a) Guarantors shall not demand or accept any payment from Borrower or any other Guarantor on account of such indebtedness, (b) Guarantors shall not claim any offset or other reduction of Guarantors’ obligations hereunder because of any such indebtedness, and (c) Guarantors shall not take any action to obtain any interest in any of the security described in and encumbered by the Loan Documents because of any such indebtedness (it being understood that as of the Closing Date the Obligations are unsecured)indebtedness; provided, however, that, if Lender so requests, such indebtedness shall be collected, enforced and received by Guarantors as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower or Guarantor to Lender, but without reducing or affecting in any manner the liability of Guarantors under the other provisions of this Guaranty except to the extent the principal amount or other portion of such outstanding indebtedness shall have been reduced by such payment.

No Contest with Lender; Subordination. So long as any of the Obligations obligation hereby guaranteed remain remains unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Creditundischarged, Guarantors Guarantor will not, by paying any sum recoverable hereunder (whether or not demanded by XxxxxxLenxxx) or xr by any means or on any other ground, claim any set-off or counterclaim against Borrower in respect of any liability of any Guarantor to Borrower or, in proceedings under federal bankruptcy law or insolvency proceedings of any nature, prove in competition with Xxxxxx Lender in respect of any payment hereunder or be entitled to have the benefit of any counterclaim or proof of claim or dividend or payment by or on behalf of Borrower or the benefit of any other security for any of the Obligations obligation hereby guaranteed which, now or hereafter, Lender may hold or in which it may have any share. Guarantors So long as any obligation hereby guaranteed remains unpaid or undischarged, Guarantor hereby expressly waive waives any right of contribution or reimbursement from or indemnity against Borrower or any other GuarantorBorrower, whether at law or in equity, arising from any payments made by any Guarantor pursuant to the terms of this Guaranty, and Guarantors acknowledge Guarantor acknowledges that Guarantors have Guarantor has no right whatsoever to proceed against Borrower or any other Guarantor for reimbursement of any such payments except for those rights of each Guarantor under the Contribution Agreement; provided, however, each Guarantor agrees not to pursue or enforce any of its rights under the Contribution Agreement or otherwise and each Guarantor agrees not to make or receive any payment on account of such rights under the Contribution Agreement or otherwise so long as any of the Obligations remain unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Credit. In the event any Guarantor shall receive any payment under or on account of such rights whether under the Contribution Agreement or otherwise while any of the Obligations are outstanding, it shall hold such payment as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender but without reducing or affecting in any manner the liability of Guarantors under the other provisions of this Guaranty except to the extent the principal amount or other portion of such indebtedness shall have been reduced by such paymentpayments. In connection with the foregoing, Guarantors Guarantor expressly waive waives any and all rights of subrogation to Lender against Borrower or any other GuarantorBorrower, and Guarantors Guarantor hereby waive waives any rights to enforce any remedy which Lender may have against Borrower or any other Guarantor and any rights to participate in any collateral for Borrower’s 's obligations under the Loan Documents. Guarantors Guarantor hereby subordinate subordinates any and all indebtedness of Borrower now or hereafter owed to any Guarantor to all indebtedness of Borrower or any other Guarantor to Lender, and agree agrees with Lender that (a) Guarantors Guarantor shall not demand or accept any payment from Borrower or any other Guarantor on account of such indebtedness, unless such payment is approved by Lender in the exercise of its sole discretion, (b) Guarantors Guarantor shall not claim any offset or other reduction of Guarantors’ Guarantor's obligations hereunder because of any such indebtedness, and (c) Guarantors Guarantor shall not take any action to obtain any interest in any of the security described in and encumbered by the Loan Documents because of any such indebtedness (it being understood that as of the Closing Date the Obligations are unsecured)indebtedness; provided, however, that, if Lender so requests, such indebtedness shall be collected, enforced and received by Guarantors Guarantor as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender, but without reducing or affecting in any manner the liability of Guarantors Guarantor under the other provisions of this Guaranty except to the extent the principal amount or other portion of such outstanding indebtedness shall have been reduced by such payment.

No Contest with Lender; Subordination. So long as any of the Obligations hereby guaranteed remain unpaid or undischarged (excluding contingent obligations that survive termination of the Credit Agreement to the extent a Lender has not made a demand or brought a claim related to such contingent obligations) or subject to any bankruptcy preference period or any other possibility of disgorgement, or any Lender has any obligation to make Loans or issue Letters of Credit, Guarantors will not, by paying any sum recoverable hereunder (whether or not demanded by XxxxxxLender) or by any means or on any other ground, claim any set-off or counterclaim against Borrower in respect of any liability of any Guarantor Guarantors to Borrower or, in proceedings under federal bankruptcy law or insolvency proceedings of any nature, prove in competition with Xxxxxx Lender in respect of any payment hereunder or be entitled to have the benefit of any counterclaim or proof of claim or dividend or payment by or on behalf of Borrower or the benefit of any other security for any of the Obligations hereby guaranteed which, now or hereafter, Lender may hold or in which it may have any share. So long as any of the Obligations hereby guaranteed remain unpaid or undischarged (excluding contingent obligations that survive termination of the Credit Agreement to the extent a Lender has not made a demand or brought a claim related to such contingent obligations) or subject to any bankruptcy preference period or any other possibility of disgorgement, Guarantors hereby expressly waive any right of contribution or reimbursement from or indemnity against Borrower or any other Guarantor, whether at law or in equity, arising from any payments made by any Guarantor pursuant to the terms of this Guaranty, and Guarantors acknowledge that Guarantors have no right whatsoever to proceed against Borrower or any other Guarantor for reimbursement of any such payments except for those rights of each Guarantor under the Contribution AgreementAgreement or otherwise; provided, however, each Guarantor agrees not to pursue or enforce any of its rights under the Contribution Agreement or otherwise and each Guarantor agrees not to make or receive any payment on account of such rights under the Contribution Agreement or otherwise so long as any of the Obligations remain unpaid or undischarged (excluding contingent obligations that survive termination of the Credit Agreement to the extent a Lender has not made a demand or brought a claim related to such contingent obligations) or subject to any bankruptcy preference period or any Lender has other possibility of disgorgement, or any Lenders have an obligation to make Loans or issue Letters of Credit. In the event any Guarantor shall receive any payment under or on account of such rights whether under the Contribution Agreement or otherwise while any of the Obligations are outstandingremain outstanding (excluding contingent obligations that survive termination of the Credit Agreement to the extent a Lender has not made a demand or brought a claim related to such contingent obligations) or subject to any bankruptcy preference period or any other possibility of disgorgement, it shall hold such payment as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender but without reducing or affecting in any manner the liability of Guarantors under the other provisions of this Guaranty except to the extent the principal amount or other portion of such indebtedness shall have been reduced by such payment. In So long as any of the Obligations hereby guaranteed remain unpaid or undischarged (excluding contingent obligations that survive termination of the Credit Agreement to the extent a Lender has not made a demand or brought a claim related to such contingent obligations) or subject to any bankruptcy preference period or any other possibility of disgorgement, in connection with the foregoing, Guarantors expressly waive any and all rights of subrogation to Lender against Borrower or any other Guarantor, and Guarantors hereby waive any rights to enforce any remedy which Lender may have against Borrower or any other Guarantor and any rights to participate in any collateral for Borrower’s obligations under the Loan Documents. So long as any of the Obligations hereby guaranteed remain unpaid or undischarged (excluding contingent obligations that survive termination of the Credit Agreement to the extent a Lender has not made a demand or brought a claim related to such contingent obligations) or subject to any bankruptcy preference period or any other possibility of disgorgement, Guarantors hereby subordinate any and all indebtedness of Borrower now or hereafter owed to any Guarantor Guarantors to all indebtedness of Borrower or any other Guarantor to LenderObligations guaranteed hereby, and agree with Lender that (a) Guarantors shall not demand or accept any payment from Borrower or any other Guarantor on account of such indebtedness, (b) Guarantors shall not claim any offset or other reduction of Guarantors’ obligations hereunder because of any such indebtedness, and (c) Guarantors shall not take any action to obtain any interest in any of the security described in and encumbered by the Loan Documents because of any such indebtedness (it being understood that as of the Closing Date the Obligations are unsecured)indebtedness; provided, however, that, if Lender so requestsrequests upon the occurrence and during the continuance of an Event of Default, such indebtedness shall be collected, enforced and received by Guarantors as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender, but without reducing or affecting in any manner the liability of Guarantors under the other provisions of this Guaranty except to the extent the principal amount or other portion of such outstanding indebtedness shall have been reduced by such payment.

No Contest with Lender; Subordination. So long as any of the Guaranteed Obligations hereby guaranteed remain unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of CreditLoans, Guarantors will not, by paying any sum recoverable hereunder (whether or not demanded by Xxxxxx) or by any means or on any other ground, claim any set-off or counterclaim against any Borrower in respect of any liability of any Guarantor to such Borrower or, in proceedings under federal bankruptcy law or insolvency proceedings of any nature, prove in competition with Xxxxxx in respect of any payment hereunder or be entitled to have the benefit of any counterclaim or proof of claim or dividend or payment by or on behalf of such Borrower or the benefit of any other security for any of the Guaranteed Obligations hereby guaranteed which, now or hereafter, Lender may hold or in which it may have any share. Guarantors hereby expressly waive any right of contribution or reimbursement from or indemnity against any Borrower or any other GuarantorGuarantors of the Guaranteed Obligations, whether at law or in equity, arising from any payments made by any Guarantor pursuant to the terms of this Guaranty until ninety-one (91) days after the date of the termination of the obligation of the Lenders to make Loans and the indefeasible payment and performance in full of the Obligations under the Credit Agreement and this Guaranty, and Guarantors acknowledge that Guarantors have no right whatsoever to proceed against Borrower any Borrower, any other Guarantor or any other Guarantor Person for reimbursement of any such payments except for those rights of each Guarantor Guarantors under the Contribution Agreement; provided, however, each Guarantor agrees Guarantors agree not to pursue or enforce any of its their rights under the Contribution Agreement or otherwise and each Guarantor agrees not to make or receive any payment on account of such rights under the Contribution Agreement or otherwise so long as any of the Guaranteed Obligations remain unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of CreditLoans. In the event any Guarantor shall receive any payment under or on account of such rights whether under the Contribution Agreement or otherwise while any of the Obligations are outstandingotherwise, it shall hold such payment as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender Guaranteed Obligations but without reducing or affecting in any manner the liability of Guarantors under the other provisions of this Guaranty except to the extent the principal amount or other portion of such indebtedness Guaranteed Obligation shall have been reduced by such payment. In connection with the foregoing, Guarantors expressly waive any and all rights of subrogation to Lender against Borrower any Borrower, any Guarantor or any other GuarantorPerson, and Guarantors hereby waive any rights to enforce any remedy which Lender may have against Borrower any Borrower, any Guarantor or any other Guarantor Person and any rights to participate in any collateral for any Borrower’s obligations under the Loan Documents. Guarantors hereby subordinate any and all indebtedness of any Borrower or any other Guarantors of the Guaranteed Obligations now or hereafter owed to any Guarantor to all indebtedness of Borrower or any other Guarantor to Lenderthe Guaranteed Obligations, and agree with Lender that (a) Guarantors shall not demand or accept any payment from any Borrower or any other Guarantor of the Guaranteed Obligations on account of such indebtedness, (b) Guarantors shall not claim any offset or other reduction of Guarantors’ obligations hereunder because of any such indebtedness, and (c) Guarantors shall not take any action to obtain any interest in any of the security described in and encumbered by the Loan Documents because of any such indebtedness (it being understood that as of the Closing Date the Obligations are unsecured)indebtedness; provided, however, that, if Lender so requestsrequests after the occurrence and during the continuation of an Event of Default, such indebtedness shall be collected, enforced and received by Guarantors as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to LenderGuaranteed Obligations, but without reducing or affecting in any manner the liability of Guarantors under the other provisions of this Guaranty except to the extent the principal amount or other portion of such outstanding indebtedness Guaranteed Obligations shall have been reduced by such payment.

No Contest with Lender; Subordination. So long as any of the Obligations hereby guaranteed remain unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Credit, Guarantors will not, by paying any sum recoverable hereunder (whether or not demanded by Xxxxxx) or by any means or on any other ground, claim any set-off or counterclaim against Borrower in respect of any liability of any Guarantor to Borrower or, in proceedings under federal bankruptcy law or insolvency proceedings of any nature, prove in competition with Xxxxxx in respect of any payment hereunder or be entitled to have the benefit of any counterclaim or proof of claim or dividend or payment by or on behalf of Borrower or the benefit of any other security for any of the Obligations hereby guaranteed which, now or hereafter, Lender may hold or in which it may have any share. , Guarantors hereby expressly waive any right of contribution or reimbursement from or indemnity against Borrower or any other Guarantor, whether at law or in equity, arising from any payments made by any Guarantor pursuant to the terms of this Guaranty, and Guarantors acknowledge that Guarantors have no right whatsoever to proceed against Borrower Borrower, any other Guarantor or any other Guarantor Person for reimbursement of any such payments except for those rights of each Guarantor under the Contribution Agreement; provided, however, each Guarantor agrees not to pursue or enforce any of its rights under the Contribution Agreement or otherwise and each Guarantor agrees not to make or receive any payment on account of such rights under the Contribution Agreement or otherwise so long as any of the Obligations remain unpaid or undischarged or any Lender has any obligation to make Loans or issue Letters of Credit. , In the event any Guarantor shall receive any payment under or on account of such rights whether under the Contribution Agreement or otherwise while any of the Obligations are outstandingotherwise, it shall hold such payment as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender but without reducing or affecting in any manner the liability of Guarantors under the other provisions of this Guaranty except to the extent the principal amount or other portion of such indebtedness shall have been reduced by such payment. In connection with the foregoing, Guarantors expressly waive any and all rights of subrogation to Lender against Borrower Borrower, any other Guarantor or any other GuarantorPerson, and Guarantors hereby waive any rights to enforce any remedy which Lender may have against Borrower Borrower, any other Guarantor or any other Guarantor Person and any rights to participate in any collateral for Borrower’s obligations under the Loan Documents. Guarantors hereby subordinate any and all indebtedness of Borrower or any other Guarantor now or hereafter owed to any Guarantor to all indebtedness of Borrower or any other Guarantor to Lender, and agree with Lender that (a) Guarantors shall not demand or accept any payment from Borrower or any other Guarantor on account of such indebtedness, (b) Guarantors shall not claim any offset or other reduction of Guarantors’ obligations hereunder because of any such indebtedness, and (c) Guarantors shall not take any action to obtain any interest in any of the security described in and encumbered by the Loan Documents because of any such indebtedness (it being understood that as of the Closing Date the Obligations are unsecured)indebtedness; provided, however, that, if Lender so requests, such indebtedness shall be collected, enforced and received by Guarantors as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower or such Guarantor to Lender, but without reducing or affecting in any manner the liability of Guarantors under the other provisions of this Guaranty except to the extent the principal amount or other portion of such outstanding indebtedness shall have been reduced by such payment.