Common use of Waiver of Subrogation and Contribution Clause in Contracts

Waiver of Subrogation and Contribution. Each Guarantor hereby irrevocably waives any claim or other right that it may now or hereafter acquire against the Company that arises from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Guarantee and this Note Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Trustee or any Holder of Securities against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Securities shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the Securities, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Securities, whether matured or unmatured, in accordance with the terms of this Note Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Note Indenture and that the waiver set forth in this Section 1205 is knowingly made in contemplation of such benefits. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between itself, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article Five hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of the Guaranteed Obligations as provided in Article Five hereof, the Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of this Guarantee.

Waiver of Subrogation and Contribution. Each Until the Indenture has been discharged, the Guarantor hereby irrevocably waives any claim or other right that which it may now or hereafter acquire against the Company or any other guarantor of the Guaranteed Obligations that arises arise from the existence, payment, performance or enforcement of such the Guarantor’s obligations under this Guarantee and this Note IndentureGuaranty, including, without limitation, including any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Trustee or any Holder of Securities against the CompanyCompany or any other guarantor of the Guaranteed Obligations which the Trustee or any Holder now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, including the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off setoff or in any other manner, payment or Security security on account of such claim or other rights. If any amount shall be paid to any the Guarantor in violation of the preceding sentence and the Securities Guaranteed Obligations shall not have been paid in full, such amount shall have been be deemed to have been paid to such the Guarantor for the benefit of, and held in trust for the benefit of, the Holders of Trustee, and the SecuritiesHolders, and shall forthwith be paid to the Trustee for the benefit of such the Holders to be credited and applied upon to the SecuritiesGuaranteed Obligations, whether matured or unmatured, in accordance with the terms of this Note the Indenture. Each The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Note the Indenture and that the waiver waivers set forth in this Section 1205 is section are knowingly made in contemplation of such benefits. Each The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each The Guarantor further agrees that, as between itself, on the one hand, and the Holders and the Trustee, on the other hand, (xa) the maturity of the Guaranteed Obligations may be accelerated as provided in Article Five hereof for the purposes of this GuaranteeGuaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (yb) in the event of any declaration of acceleration of the Guaranteed Obligations as provided in Article Five hereofsuch obligations, the Guaranteed Obligations such obligations (whether or not due and payable) shall forthwith become due and payable by such the Guarantor for the purpose of this GuaranteeGuaranty.

Waiver of Subrogation and Contribution. Each Until this Indenture has been discharged, the Guarantor hereby irrevocably waives any claim or other right that which it may now or hereafter acquire against the Company or any guarantor that arises arise from the existence, payment, performance or enforcement of such the Guarantor’s obligations under this Guarantee and this Note IndentureGuaranty, including, without limitation, including any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Trustee or any Holder of Securities against the CompanyCompany or any guarantor which the Trustee or any Holder now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, including the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off setoff or in any other manner, payment or Security security on account of such claim or other rights. If any amount shall be paid to any the Guarantor in violation of the preceding sentence and the Securities Guaranteed Obligations shall not have been paid in full, such amount shall have been be deemed to have been paid to such the Guarantor for the benefit of, and held in trust for the benefit of, the Holders of Trustee, and the SecuritiesHolders, and shall forthwith be paid to the Trustee for the benefit of such the Holders to be credited and applied upon to the SecuritiesGuaranteed Obligations, whether matured or unmatured, in accordance with the terms of this Note Indenture. Each The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Note Indenture and that the waiver waivers set forth in this Section 1205 is 1204 are knowingly made in contemplation of such benefits. Each The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations obligations guaranteed hereby until payment in full of all Guaranteed Obligationsobligations guaranteed hereby. Each The Guarantor further agrees that, as between itself, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations obligations guaranteed hereby may be accelerated as provided in Article Five 5 hereof for the purposes of this GuaranteeGuaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligationsobligations guaranteed hereby, and (y) in the event of any declaration of acceleration of the Guaranteed Obligations such obligations as provided in Article Five 5 hereof, the Guaranteed Obligations such obligations (whether or not due and payable) shall forthwith become due and payable by such the Guarantor for the purpose of this GuaranteeGuaranty.

Waiver of Subrogation and Contribution. Each Until this Indenture has been discharged, the Guarantor hereby irrevocably waives any claim or other right that which it may now or hereafter acquire against the Company or any guarantor that arises arise from the existence, payment, performance or enforcement of such the Guarantor’s 's obligations under this Guarantee and this Note IndentureGuaranty, including, without limitation, including any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Trustee or any Holder of Securities against the CompanyCompany or any guarantor which the Trustee or any Holder now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, including the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off setoff or in any other manner, payment or Security security on account of such claim or other rights. If any amount shall be paid to any the Guarantor in violation of the preceding sentence and the Securities Guaranteed Obligations shall not have been paid in full, such amount shall have been be deemed to have been paid to such the Guarantor for the benefit of, and held in trust for the benefit of, the Holders of Trustee, and the SecuritiesHolders, and shall forthwith be paid to the Trustee for the benefit of such the Holders to be credited and applied upon to the SecuritiesGuaranteed Obligations, whether matured or unmatured, in accordance with the terms of this Note Indenture. Each The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Note Indenture and that the waiver waivers set forth in this Section 1205 is 1204 are knowingly made in contemplation of such benefits. Each The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations obligations guaranteed hereby until payment in full of all Guaranteed Obligationsobligations guaranteed hereby. Each The Guarantor further agrees that, as between itself, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations obligations guaranteed hereby may be accelerated as provided in Article Five 5 hereof for the purposes of this GuaranteeGuaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligationsobligations guaranteed hereby, and (y) in the event of any declaration of acceleration of the Guaranteed Obligations such obligations as provided in Article Five 5 hereof, the Guaranteed Obligations such obligations (whether or not due and payable) shall forthwith become due and payable by such the Guarantor for the purpose of this GuaranteeGuaranty.

Waiver of Subrogation and Contribution. Each Until this Indenture has been discharged, each Guarantor hereby irrevocably waives any claim or other right that which it may now or hereafter acquire against the Company Issuer or any guarantor that arises arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under this Guarantee and this Note Indentureits Guaranty, including, without limitation, including any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Trustee or any Holder of Securities against the CompanyIssuer or any guarantor which the Trustee or any Holder now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, including the right to take or receive from the CompanyIssuer, directly or indirectly, in cash or other property or by set-off setoff or in any other manner, payment or Security security on account of such claim or other rights. If any amount shall be paid to any a Guarantor in violation of the preceding sentence and the Securities Guaranteed Obligations shall not have been paid in full, such amount shall have been be deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Holders of Trustee, and the SecuritiesHolders, and shall forthwith be paid to the Trustee for the benefit of such the Holders to be credited and applied upon to the SecuritiesGuaranteed Obligations, whether matured or unmatured, in accordance with the terms of this Note Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Note Indenture and that the waiver waivers set forth in this Section 1205 is 1204 are knowingly made in contemplation of such benefits. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations obligations guaranteed hereby until payment in full of all Guaranteed Obligationsobligations guaranteed hereby. Each Guarantor further agrees that, as between itself, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations obligations guaranteed hereby may be accelerated as provided in Article Five 5 hereof for the purposes of this Guaranteeits Guaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligationsobligations guaranteed hereby, and (y) in the event of any declaration of acceleration of the Guaranteed Obligations such obligations as provided in Article Five 5 hereof, the Guaranteed Obligations such obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of this Guaranteeits Guaranty.

Waiver of Subrogation and Contribution. Each Until this Indenture has been discharged, the Guarantor hereby irrevocably waives any claim or other right that which it may now or hereafter acquire against the Company Issuer or the Guarantor that arises arise from the existence, payment, performance or enforcement of such the Guarantor’s 's obligations under this Guarantee and this Note Indentureits Guaranty, including, without limitation, including any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Trustee or any Holder of Securities against the CompanyIssuer or the Guarantor which the Trustee or any Holder now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, including the right to take or receive from the CompanyIssuer, directly or indirectly, in cash or other property or by set-off setoff or in any other manner, payment or Security security on account of such claim or other rights. If any amount shall be paid to any the Guarantor in violation of the preceding sentence and the Securities Guaranteed Obligations shall not have been paid in full, such amount shall have been be deemed to have been paid to such the Guarantor for the benefit of, and held in trust for the benefit of, the Holders of Trustee, and the SecuritiesHolders, and shall forthwith be paid to the Trustee for the benefit of such the Holders to be credited and applied upon to the SecuritiesGuaranteed Obligations, whether matured or unmatured, in accordance with the terms of this Note Indenture. Each The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Note Indenture and that the waiver waivers set forth in this Section 1205 is 12.4 are knowingly made in contemplation of such benefits. Each The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations obligations guaranteed hereby until payment in full of all Guaranteed Obligationsobligations guaranteed hereby. Each The Guarantor further agrees that, as between itself, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations obligations guaranteed hereby may be accelerated as provided in Article Five 5 hereof for the purposes of this Guaranteeits Guaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligationsobligations guaranteed hereby, and (y) in the event of any declaration of acceleration of the Guaranteed Obligations such obligations as provided in Article Five 5 hereof, the Guaranteed Obligations such obligations (whether or not due and payable) shall forthwith become due and payable by such the Guarantor for the purpose of this Guaranteeits Guaranty.

Waiver of Subrogation and Contribution. Each The Guarantor hereby irrevocably waives any claim or other right that it may now or hereafter acquire against the Company that arises from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under this Guarantee and this Note Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Trustee or any Holder of Securities against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Security on account of such claim or other rights. If any amount shall be paid to any the Guarantor in violation of the preceding sentence and the Securities shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the Securities, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Securities, whether matured or unmatured, in accordance with the terms of this Note Indenture. Each The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Note Indenture and that the waiver set forth in this Section 1205 1305 is knowingly made in contemplation of such benefits. Each The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations. Each The Guarantor further agrees that, as between itself, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article Five hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of the Guaranteed Guarantee Obligations as provided in Article Five hereof, the Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of this Guarantee.

Waiver of Subrogation and Contribution. Each Until the Guaranteed Obligations have been paid in cash indefeasibly in full, the Guarantor hereby irrevocably waives any claim or other right that rights which it may now or hereafter acquire against the Company Trustee or any other Person that arises arise from the existence, payment, performance or enforcement of such the Guarantor’s obligations under this Guarantee and this Note IndentureGuaranty or any other transaction document executed in connection therewith, including, without limitation, including any right of subrogation, reimbursement, contribution, exoneration, contribution, or indemnification, and any right to participate in any claim or remedy of the Trustee or any Subordinate Certificate Holder of Securities against any Person or any collateral which the CompanyTrustee or any Subordinate Certificate Holder now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, including the right to take or receive from the CompanyTrustee or any other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Security security on account of such claim or other rights. If any amount shall be paid to any the Guarantor in violation of the preceding sentence and the Securities Guaranteed Obligations shall not have been paid in cash indefeasibly in full, such amount shall have been be deemed to have been paid to such the Guarantor for the benefit of, and held in trust for the benefit offor, the Holders of Trustee and the SecuritiesSubordinate Certificate Holders, and shall forthwith be paid to the Trustee for the benefit account of such the Trustee and the Subordinate Certificate Holders to be credited and applied upon the SecuritiesGuaranteed Obligations, whether matured or unmatured, in accordance with the terms of this Note Indenture. Each The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Note Indenture the Trust Agreement and that the waiver set forth in this Section 1205 is knowingly made in contemplation of such benefits. Each If the Guarantor agrees that it shall not be entitled to any right of subrogation in relation has made payment to the Trustee and the Subordinate Certificate Holders in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between itself, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article Five hereof for the purposes of this Guarantee, notwithstanding or any stay, injunction or other prohibition preventing such acceleration in respect part of the Guaranteed Obligations, the Trustee and the Subordinate Certificate Holders agree to execute and deliver to the Guarantor appropriate documents (ywithout recourse and without representation and warranty) necessary to evidence the transfer by subrogation to the Guarantor of an interest in the event of any declaration of acceleration of the Guaranteed Obligations as provided in Article Five hereof, resulting from such payment by the Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of this GuaranteeGuarantor.

Waiver of Subrogation and Contribution. Each Guarantor Until the Guaranteed Obligations have been paid in cash indefeasibly in full and the Commitments by the Lenders to Comercial shall have terminated, Vitrocrisa hereby irrevocably waives any claim or other right that rights which it may now or hereafter acquire against the Company Comercial or any other Person that arises arise from the existence, payment, performance or enforcement of such Guarantor’s Vitrocrisa's obligations under this Guarantee and this Note Indentureguaranty or any other Transaction Document, including, without limitation, including any right of subrogation, reimbursement, contribution, exoneration, contribution, or indemnification, and any right to participate in any claim or remedy of the Trustee Administrative Agent, the Collateral Agent, or any Holder of Securities Lender against Comercial or any other Person or any collateral which the CompanyAdministrative Agent, the Collateral Agent or any Lender now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, including the right to take or receive from the CompanyComercial or any other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Security security on account of such claim or other rights. If any amount shall be paid to any Guarantor Vitrocrisa in violation of the preceding sentence and the Securities Guaranteed Obligations shall not have been paid in fullcash indefeasibly in full and the Commitments shall not have been terminated, such amount shall have been be deemed to have been paid to such Guarantor Vitrocrisa for the benefit of, and held in trust for the benefit offor, the Holders of Administrative Agent, the SecuritiesCollateral Agent and the Lenders, and shall forthwith be paid to the Trustee Administrative Agent for the benefit account of such Holders the Administrative Agent and the Lenders to be credited and applied upon the SecuritiesGuaranteed Obligations, whether matured or unmatured, in accordance with the terms of this Note Indenture. Each Guarantor Vitrocrisa acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Note Indenture Agreement and that the waiver set forth in this Section 1205 is knowingly made in contemplation of such benefits. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation If (a) Vitrocrisa has made payment to the Holders in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations. Each Guarantor further agrees thatAdministrative Agent, as between itself, on the one handCollateral Agent, and the Holders and the Trustee, on the other hand, (x) the maturity Lenders of all or any part of the Guaranteed Obligations may be accelerated as provided in Article Five hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (yb) in the event of any declaration of acceleration of the Guaranteed Obligations as provided have been paid in Article Five hereoffull and the Commitments have been terminated, the Administrative Agent, the Collateral Agent, and the Lenders agree to execute and deliver to Vitrocrisa appropriate documents (without recourse and without representation and warranty) necessary to evidence the transfer by subrogation to Vitrocrisa of an interest in the Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable resulting from such payment by such Guarantor for the purpose of this GuaranteeVitrocrisa.

Waiver of Subrogation and Contribution. Each Guarantor hereby irrevocably waives waives, until the Guarantee Termination Date has occurred, any claim or claims and other right rights that it now has or may now or hereafter acquire against the Company Borrowers or the other Guarantors that arises arise from the existence, payment, performance or enforcement of such the Guarantor’s obligations under this Guarantee and this Note Indentureor any other Loan Document or any Swap Agreement or Banking Services Agreement, including, without limitation, including any right of subrogation, reimbursement, exoneration, contribution, indemnification, contribution or indemnification and any right to participate in any claim or remedy of the Trustee Administrative Agent or any Holder of Securities Guaranteed Obligations against the CompanyBorrowers, the other Guarantors or any collateral that the Administrative Agent or any Holder of Guaranteed Obligations now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, equity or under contract, statute or common law, including, without limitation, including the right to take or receive from the CompanyBorrowers, directly or indirectly, in cash or other property or property, by set-off setoff or in any other manner, payment or Security security on account of any such claim or other rightsright. If any amount shall be is paid to any Guarantor the Guarantors in violation of the preceding sentence and the Securities shall Guarantee Termination Date has not have been paid in fulloccurred, such amount shall have been be deemed to have been paid to such Guarantor the Guarantors for the benefit of, and held in trust for the benefit of, the Administrative Agent and the Holders of the Securities, Guaranteed Obligations and shall be forthwith be paid to the Trustee Administrative Agent for the benefit of such the Holders of Guaranteed Obligations to be credited and applied upon the SecuritiesGuaranteed Obligations, whether matured or unmatured, in accordance with the terms of this Note Indenturethe other Loan Documents. Each Guarantor acknowledges The Guarantors acknowledge that it they will receive direct and indirect benefits from the financing arrangements contemplated by this Note Indenture the Credit Agreement and that the waiver set forth in this Section 1205 5 is knowingly made in contemplation of such benefits. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between itself, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article Five hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of the Guaranteed Obligations as provided in Article Five hereof, the Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of this Guarantee.

Waiver of Subrogation and Contribution. Each Until the Guaranteed Obligations have been paid in cash indefeasibly in full, each Guarantor hereby irrevocably waives any claim or other right that rights which it may now or hereafter acquire against the Company any Borrower or any other Person that arises arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under this Guarantee and this Note IndentureGuaranty or any other Loan Document, including, without limitation, including any right of subrogation, reimbursement, contribution, exoneration, contribution, or indemnification, and any right to participate in any claim or remedy of the Trustee Administrative Agent or any Holder of Securities Lender against any Borrower or any other Person or any collateral which the CompanyAdministrative Agent or any Lender now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, including the right to take or receive from the Companyany Borrower or any other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Security security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Securities Guaranteed Obligations shall not have been paid in fullcash indefeasibly in full and the Commitments, all Letters of Credit, all Acceptances, all Hedging Agreements and any other commitments by the Lenders or the Administrative Agent to any Borrower shall not have been terminated, such amount shall have been be deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit offor, the Holders of Administrative Agent and the SecuritiesLenders, and shall forthwith be paid to the Trustee for the benefit of such Holders Administrative Agent to be credited and applied upon the SecuritiesGuaranteed Obligations, whether matured or unmatured, in accordance with the terms of this Note Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing 105 arrangements contemplated by this Note Indenture Agreement and that the waiver set forth in this Section 1205 is knowingly made in contemplation of such benefits. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between itself, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article Five hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of the Guaranteed Obligations as provided in Article Five hereof, the Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of this Guarantee.

Waiver of Subrogation and Contribution. Each Unless and until the Guaranteed Obligations (including, if applicable, the obligation to provide cash collateral pursuant to the last sentence of Section 2.16.1 of the Credit Agreement) and all amounts payable under this Guaranty have been paid in full and the Commitments have terminated, each Guarantor hereby irrevocably waives any claim or claims and other right rights that it now has or may now or hereafter acquire against the Company Borrower or any other Guarantor that arises arise from the existence, payment, performance or enforcement of such the former Guarantor’s obligations under this Guarantee and this Note IndentureGuaranty or any other Loan Document, including, without limitation, including any right of subrogation, reimbursement, exoneration, contribution, indemnification, contribution or indemnification and any right to participate in any claim or remedy of the Trustee Administrative Agent or any Holder of Securities Lender against the CompanyBorrower, any other Guarantor or any collateral that the Administrative Agent or any Lender now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, equity or under contract, statute or common law, including, without limitation, including the right to take or receive from the CompanyBorrower or any other Guarantor, directly or indirectly, in cash or other property or property, by set-off setoff or in any other manner, payment or Security security on account of any such claim or other rightsright. If any amount shall be is paid to any Guarantor in violation of the preceding sentence and the Securities shall not have been paid in fullsentence, such amount shall have been be deemed to have been paid to such Guarantor for the benefit of, and to be held in trust for the benefit of, the Holders of Administrative Agent and the Securities, Lenders and shall be forthwith be paid to the Trustee Administrative Agent for the benefit of such Holders the Lenders to be credited and applied upon the SecuritiesGuaranteed Obligations, whether matured or unmatured, in accordance with the terms of this Note Indenturethe other Loan Documents. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Note Indenture the Credit Agreement and the other Loan Documents and that the waiver set forth in this Section 1205 4 is knowingly made in contemplation of such benefits. Each Guarantor agrees that it waiver made by the Guarantors under this Guaranty, including the waiver in this section, shall not continue to be entitled to effective or be reinstated, as the case may be, if at any right of subrogation in relation to the Holders in respect time any payment of any Guaranteed Obligations until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between itself, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may is rescinded or must otherwise be accelerated as provided in Article Five hereof for returned by the purposes of this GuaranteeAdministrative Agent, notwithstanding any stayLender or any other Person upon the insolvency, injunction bankruptcy or other prohibition preventing such acceleration in respect reorganization of the Guaranteed ObligationsBorrower, and (y) in the event of any declaration of acceleration of the Guaranteed Obligations Guarantor or otherwise, all as provided in Article Five hereof, the Guaranteed Obligations (whether or though such payment had not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of this Guaranteebeen made.

Waiver of Subrogation and Contribution. Each Until the later to occur of the Maturity Date and payment in full of all Guaranteed Obligations, the Guarantor hereby irrevocably waives any claim or other right that rights which it may now or hereafter acquire against the Company CCA that arises from the existence, payment, performance or enforcement of such the Guarantor’s 's obligations under this Guarantee and this Note IndentureGuaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, contribution or indemnification and any right to participate in any claim or remedy of the Trustee against CCA or any Holder of Securities against the Companycollateral which Daiwa now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the CompanyCCA or, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Security security on account of such claim claim, remedy or other rightsright. If any amount shall be paid to any the Guarantor in violation of the preceding sentence at any time prior to the later to occur of the Maturity Date and the Securities shall not have been paid payment in fullfull of all Guaranteed Obligations, such amount shall have been be deemed to have been paid to such the Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the SecuritiesDaiwa, and shall forthwith be paid to the Trustee for the benefit of such Holders Daiwa to be credited and applied upon to the SecuritiesGuaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Documents, or to be held as collateral for any Guaranteed Obligations or other amounts payable under this Note IndentureGuaranty thereafter arising. Each The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Note Indenture the Documents and that the waiver set forth in this Section 1205 subsection is knowingly made in contemplation of such benefits. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between itself, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article Five hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of the Guaranteed Obligations as provided in Article Five hereof, the Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of this Guarantee.

Waiver of Subrogation and Contribution. Each Until this Indenture has been discharged, each Subsidiary Guarantor hereby irrevocably waives any claim or other right that which it may now or hereafter acquire against the Company Issuer or any guarantor (including any other Subsidiary Guarantor) that arises arise from the existence, payment, performance or enforcement of such Subsidiary Guarantor’s 's obligations under this its Subsidiary Guarantee and this Note Indentureherein, including, without limitation, including any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Trustee, Collateral Trustee or any Holder of Securities against the CompanyIssuer or any guarantor or any Collateral which the Trustee, Collateral Trustee or any Holder now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, including the right to take or receive from the CompanyIssuer, directly or indirectly, in cash or other property Property or by set-off setoff or in any other manner, payment or Security security on account of such claim or other rights. If any amount shall be paid to any such Subsidiary Guarantor in violation of the preceding sentence and the Securities Guaranteed Obligations shall not have been paid in full, such amount shall have been be deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the Holders of Trustee, the SecuritiesCollateral Trustee and the Holders, and shall forthwith be paid to the Trustee for the benefit of such the Holders to be credited and applied upon to the SecuritiesGuaranteed Obligations, whether matured or unmatured, in accordance with the terms of this Note Indenture. Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the financing PANAVISION 12.5% SENIOR SECURED NOTES DUE 2009 INDENTURE 97 arrangements contemplated by this Note Indenture and that the waiver waivers set forth in this Section 1205 is 11.8 are knowingly made in contemplation of such benefits. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between itself, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article Five hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of the Guaranteed Obligations as provided in Article Five hereof, the Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of this Guarantee.

Waiver of Subrogation and Contribution. Each Guarantor hereby irrevocably waives any claim or any other right that rights which it may now or hereafter acquire against the Company Borrower or any other Guarantor that arises arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under this Guarantee and this Note IndentureGuaranty, including, without limitation, including any right of subrogation, reimbursement, exoneration, contribution, contribution or indemnification, and any right to participate in any claim or remedy of Holdco against the Trustee Borrower or any Holder of Securities against the Companyother Guarantor, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, including the right to take or receive from the CompanyBorrower or any other Guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Securities obligations under the Intercompany Note or hereunder shall not have been paid in full, such amount shall have been be deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit offor, the Holders of the SecuritiesHoldco, and shall forthwith be paid to the Trustee for the benefit of such Holders Holdco to be credited and applied upon the Securitiesobligations under the Intercompany Note or hereunder, whether matured or unmatured, in accordance with the terms of this Note Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this the Intercompany Note Indenture and that the waiver set forth in this Section 1205 is knowingly made in contemplation of such benefits. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between itself, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article Five hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of the Guaranteed Obligations as provided in Article Five hereof, the Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of this Guarantee.

Waiver of Subrogation and Contribution. Each Guarantor hereby irrevocably waives any claim or any other right that rights which it may now or hereafter acquire against the Company Borrower or any other Guarantor that arises arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Guarantee and this Note IndentureGuaranty, including, without limitation, including any right of subrogation, reimbursement, exoneration, contribution, contribution or indemnification, and any right to participate in any claim or remedy of Holdco against the Trustee Borrower or any Holder of Securities against the Companyother Guarantor, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, including the right to take or receive from the CompanyBorrower or any other Guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Securities obligations under the Intercompany Note or hereunder shall not have been paid in full, such amount shall have been be deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit offor, the Holders of the SecuritiesHoldco, and shall forthwith be paid to the Trustee for the benefit of such Holders Holdco to be credited and applied upon the Securitiesobligations under the Intercompany Note or hereunder, whether matured or unmatured, in accordance with the terms of this Note Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this the Intercompany Note Indenture and that the waiver set forth in this Section 1205 is knowingly made in contemplation of such benefits. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between itself, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article Five hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of the Guaranteed Obligations as provided in Article Five hereof, the Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of this Guarantee.

Waiver of Subrogation and Contribution. Each Until the later to occur of the Maturity Date and payment in full of all Guaranteed Obligations, each Guarantor hereby irrevocably waives any claim or other right that rights which it may now or hereafter acquire against the Company any Borrower that arises from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Guarantee and this Note IndentureGuaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, contribution or indemnification and any right to participate in any claim or remedy of the Trustee against a Borrower or any Holder of Securities against collateral which the CompanyLender now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Companya Borrower or, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Security security on account of such claim claim, remedy or other rightsright. If any amount shall be paid to any Guarantor in violation of the preceding sentence at any time prior to the later to occur of the Maturity Date and the Securities shall not have been paid payment in fullfull of all Guaranteed Obligations, such amount shall have been be deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the SecuritiesLender, and shall forthwith be paid to the Trustee for the benefit of such Holders Lender to be credited and applied upon to the SecuritiesGuaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Documents, or to be held as collateral for any Guaranteed Obligations or other amounts payable under this Note IndentureGuaranty thereafter arising. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Note Indenture the Documents and that the waiver set forth in this Section 1205 subsection is knowingly made in contemplation of such benefits. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between itself, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article Five hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of the Guaranteed Obligations as provided in Article Five hereof, the Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of this Guarantee.

Waiver of Subrogation and Contribution. Each Until the Obligations have been paid in cash indefeasibly in full and the Commitments by the Lenders shall have terminated, each Guarantor hereby irrevocably waives any claim or other right that rights which it may now or hereafter acquire against the Company Vitrocrisa and/or Comercial or any other Person that arises arise from the existence, payment, performance perfonuance or enforcement of such Guarantor’s 's obligations under this Guarantee and this Note IndentureGuaranty, includingthe Credit Agreement, without limitationthe Vitro Guaranty, any US Affiliate Guaranty, any Subsidiary Guaranty, any of the Collateral Documents, any of the Notes, or any letter of credit relating to any of the Obligations or delivered to any Agent for the benefit of any Agent or any Lender, including any right of subrogation, reimbursement, contribution, exoneration, contribution, or indemnification, and any right to participate in any claim or remedy of the Trustee Administrative Agent or any Holder of Securities Lender against Vitrocrisa, Comercial or any other Person or any collateral which the CompanyAdministrative Agent, the Collateral Agent or any Lender now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, including the right to take or receive from the CompanyVitrocrisa, Comercial or any other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Security security on account of such claim or other rights. If any amount shall be paid to any either Guarantor in violation of the preceding sentence and the Securities Obligations shall not have been paid in fullcash indefeasibly in full and the Commitments shall not have been terminated, such amount shall have been be deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit offor, the Holders of Administrative Agent and the SecuritiesLenders, and shall forthwith be paid to the Trustee Administrative Agent for the benefit account of such Holders the Administrative Agent and the Lenders to be credited and applied upon the SecuritiesObligations, whether matured or unmatured, in accordance with the terms of this Note Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Note Indenture the Credit Agreement and that the waiver set forth in this Section 1205 is knowingly made in contemplation of such benefits. Each If (a) either Guarantor agrees that it shall not be entitled to any right of subrogation in relation has made payment to the Holders in respect of any Guaranteed Obligations until payment in full Administrative Agent and the Tranche B Lenders of all Guaranteed Obligations. Each Guarantor further agrees that, as between itself, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity or any part of the Guaranteed Obligations may be accelerated as provided in Article Five hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (yb) the Obligations have been paid in full and the event Commitments have been terminated, the Administrative Agent and the Tranche B Lenders agree to execute and deliver to such Guarantor appropriate documents (without recourse and without representation and warranty) necessary to evidence the transfer by subrogation to such Guarantor of any declaration of acceleration of an interest in the Guaranteed Obligations as provided in Article Five hereof, the Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable resulting from such payment by such Guarantor for the purpose of this GuaranteeGuarantor.

Waiver of Subrogation and Contribution. Each Guarantor (a) Until the Guaranteed Obligations have been paid in cash indefeasibly in full, Hxxxxxxxx International hereby irrevocably waives any claim or other right that rights which it may now or hereafter acquire against the Company Guaranteed Obligors or any other Person that arises arise from the existence, payment, performance or enforcement of such GuarantorHxxxxxxxx International’s obligations under this Guarantee and this Note IndentureGuaranty or any other Loan Document, including, without limitation, including any right of subrogation, reimbursement, contribution, exoneration, contribution, or indemnification, and any right to participate in any claim or remedy of the Trustee Administrative Agent or any Holder of Securities other Secured Party against the CompanyGuaranteed Obligors or any other Person or any collateral which the Administrative Agent or any other Secured Party now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, including the right to take or receive from the CompanyGuaranteed Obligors or any other Person, directly or indirectly, in cash or other property or by set-off setoff or in any other manner, payment or Security security on account of such claim or other rights. If any amount shall be paid to any Guarantor Hxxxxxxxx International in violation of the preceding sentence and the Securities Guaranteed Obligations shall not have been paid in fullcash indefeasibly in full and the commitments under the Facilities, all Letters of Credit, all Hedging Agreements and any other commitments by Lenders or the Administrative Agent or any other Secured Party to the Guaranteed Obligors shall not have been terminated, such amount shall have been be deemed to have been paid to such Guarantor Hxxxxxxxx International for the benefit of, and held in trust for the benefit offor, the Holders of Administrative Agent and the Securitiesother Secured Parties, and shall forthwith be paid to the Trustee for the benefit of such Holders Administrative Agent to be credited and applied upon the SecuritiesGuaranteed Obligations, whether matured or unmatured, in accordance with the terms of this Note Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Note Indenture and that the waiver set forth in this Section 1205 is knowingly made in contemplation of such benefits. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between itself, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article Five hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of the Guaranteed Obligations as provided in Article Five hereof, the Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of this Guarantee.

Waiver of Subrogation and Contribution. Each Guarantor (a) Until such time as the Guaranteed Obligations are irrevocably paid in full, each of the Guarantors hereby irrevocably waives any claim or other right that rights which it may now or hereafter acquire against the Company [Parent][Mexican] Borrower or any other guarantor of the Guaranteed Obligations that arises arise from the existence, payment, performance or enforcement of such Guarantor’s obligations 's Guaranteed Obligations under this Guarantee and this Note IndentureGuaranty or any other Credit Document, including, without limitation, any right of subrogationsubrogation (including, without limitation, any statutory rights of subrogation under Section 509 of the Bankruptcy Code, 11 U.S.C. § 509), reimbursement, exoneration, contribution, indemnification, and or any right to participate in any claim or remedy of the Trustee Secured Party, the Administrative Agent, the Issuing Bank, any Lender or any Holder of Securities other Credit Party against the Company, whether [Parent][Mexican] Borrower or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitationany collateral which the Secured Party, the right to take Administrative Agent, the Issuing Bank, any Lender or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment Credit Party now has or Security on account of such claim or other rightsacquires. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Securities Guaranteed Obligations shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and be held in trust for the benefit ofof the Secured Party, the Holders of Administrative Agent, the SecuritiesIssuing Bank, the Lenders and any other Credit Parties, and shall forthwith promptly be paid to the Trustee Secured Party for the benefit of such Holders the Secured Party, the Administrative Agent, the Issuing Bank, the Lenders and any other Credit Parties to be credited and applied upon to the SecuritiesGuaranteed Obligations, whether matured or unmatured, in accordance with as the terms of this Note IndentureSecured Party may elect. Each Guarantor of the Guarantors acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Note Indenture the Credit Agreement and that the waiver set forth in this Section 1205 4.02(a) is knowingly made in contemplation of such benefits. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between itself, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article Five hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of the Guaranteed Obligations as provided in Article Five hereof, the Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of this Guarantee.

Waiver of Subrogation and Contribution. Each Notwithstanding any payments made or obligations performed by Guarantor by reason of this Guaranty (including but not limited to application of funds on account of such payments or obligations) until such time as the Taxable Note has been paid in full and all applicable preference and fraudulent conveyance periods have expired, Guarantor hereby irrevocably waives and releases any and all rights it may have at any time (whether arising directly or indirectly, by operation of law, contract or otherwise) (a) to assert any claim against Borrower or any other right that it may now person, or hereafter acquire against the Company that arises from the existenceany direct or indirect security, paymenton account of payments made or obligations performed under or pursuant to this Guaranty, performance or enforcement of such Guarantor’s obligations under this Guarantee including without limitation any and this Note Indenture, including, without limitation, any right all rights of subrogation, reimbursement, exoneration, contributioncontribution or indemnity, indemnificationor (b) to require the marshaling of any assets of Borrower, which right of marshaling might otherwise arise from payments made or obligations performed under or pursuant to this Guaranty, and any right to participate and all rights that would result in such Guarantor being deemed a “creditor” under the United States Bankruptcy Code of Borrower or any other person. Any agreement between Guarantor and Borrower which is in any claim respect contrary to the foregoing shall be null and void and of no force or remedy of the Trustee or any Holder of Securities against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Security on account of such claim or other rightseffect. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Securities shall not have been paid in fullsentences, such amount shall have been be deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the SecuritiesLender, and shall forthwith be paid to the Trustee for the benefit of such Holders Lender to be credited and applied upon the SecuritiesObligations, whether matured or unmatured, in accordance with the terms of this Note Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Note Indenture and that the waiver set forth in this Section 1205 is knowingly made in contemplation of such benefits. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between itself, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article Five hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of the Guaranteed Obligations as provided in Article Five hereof, the Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of this GuaranteeLoan Documents.

Waiver of Subrogation and Contribution. Each Until the Obligations have been paid in cash indefeasibly in full and the Commitments by the Lenders shall have terminated, the Guarantor hereby irrevocably waives any claim or other right that rights which it may now or hereafter acquire against the Company Vitrocrisa and/or Comercial or any other Person that arises arise from the existence, payment, performance or enforcement of such the Guarantor’s 's obligations under this Guarantee and this Note IndentureGuaranty or any other Transaction Document, including, without limitation, including any right of subrogation, reimbursement, contribution, exoneration, contribution, or indemnification, and any right to participate in any claim or remedy of the Trustee Administrative Agent or any Holder of Securities Lender against Vitrocrisa, Comercial or any other Person or any collateral which the CompanyAdministrative Agent, the Collateral Agent or any Lender now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, including the right to take or receive from the CompanyVitrocrisa, Comercial or any other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Security security on account of such claim or other rights. If any amount shall be paid to any the Guarantor in violation of the preceding sentence and the Securities Obligations shall not have been paid in fullcash indefeasibly in full and the Commitments shall not have been terminated, such amount shall have been be deemed to have been paid to such the Guarantor for the benefit of, and held in trust for the benefit offor, the Holders of Administrative Agent and the SecuritiesLenders, and shall forthwith be paid to the Trustee Administrative Agent for the benefit account of such Holders the Administrative Agent and the Lenders to be credited and applied upon the SecuritiesObligations, whether matured or unmatured, in accordance with the terms of this Note Indenture. Each The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Note Indenture the Credit Agreement and that the waiver set forth in this Section 1205 is knowingly made in contemplation of such benefits. Each If (a) the Guarantor agrees that it shall not be entitled to any right of subrogation in relation has made payment to the Holders in respect of any Guaranteed Obligations until payment in full Administrative Agent and the Tranche A Lenders of all Guaranteed Obligations. Each Guarantor further agrees that, as between itself, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity or any part of the Guaranteed Obligations may be accelerated as provided in Article Five hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (yb) the Obligations have been paid in full and the event Commitments have been terminated, the Administrative Agent and the Tranche A Lenders agree to execute and deliver to the Guarantor appropriate documents (without recourse and without representation and warranty) necessary to evidence the transfer by subrogation to the Guarantor of any declaration of acceleration of an interest in the Guaranteed Obligations as provided in Article Five hereof, resulting from such payment by the Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of this GuaranteeGuarantor.

Waiver of Subrogation and Contribution. Each Until this Indenture has been discharged, each Subsidiary Guarantor hereby irrevocably waives any claim or other right that which it may now or hereafter acquire against the Company or any guarantor (including any other Subsidiary Guarantor) that arises arise from the existence, payment, performance or enforcement of such Subsidiary Guarantor’s 's obligations under this its Subsidiary Guarantee and this Note Indentureherein, including, without limitation, including any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Trustee or any Holder of Securities against the CompanyCompany or any guarantor or any collateral which the Trustee or any Holder now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, including the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off setoff or in any other manner, payment or Security security on account of such claim or other rights. If any amount shall be paid to any such Subsidiary Guarantor in violation of the preceding sentence and the Securities Guaranteed Obligations shall not have been paid in full, such amount shall have been be deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the Holders of Trustee, and the SecuritiesHolders, and shall forthwith be paid to the Trustee for the benefit of such the Holders to be credited and applied upon to the SecuritiesGuaranteed Obligations, whether matured or unmatured, in accordance with the terms of this Note Indenture. Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Note Indenture and that the waiver waivers set forth in this Section 1205 is 10.5 are knowingly made in contemplation of such benefits. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between itself, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article Five hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of the Guaranteed Obligations as provided in Article Five hereof, the Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of this Guarantee.

Waiver of Subrogation and Contribution. Each Guarantor (a) Until such time as the Guaranteed Obligations are irrevocably paid in full, each of the Guarantors hereby irrevocably waives any claim or other right that rights which it may now or hereafter acquire against the Company [Parent][Mexican] Borrower or any other guarantor of the Guaranteed Obligations that arises arise from the existence, payment, performance or enforcement of such Guarantor’s obligations 's Guaranteed Obligations under this Guarantee and this Note IndentureGuaranty or any other Credit Document, including, without limitation, any right of subrogationsubrogation (including, without limitation, any statutory rights of subrogation under Section 509 of the Bankruptcy Code, 11 U.S.C. ' 509), reimbursement, exoneration, contribution, indemnification, and or any right to participate in any claim or remedy of the Trustee Secured Party, the Administrative Agent, the Issuing Bank, any Lender or any Holder of Securities other Credit Party against the Company, whether [Parent][Mexican] Borrower or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitationany collateral which the Secured Party, the right to take Administrative Agent, the Issuing Bank, any Lender or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment Credit Party now has or Security on account of such claim or other rightsacquires. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Securities Guaranteed Obligations shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and be held in trust for the benefit ofof the Secured Party, the Holders of Administrative Agent, the SecuritiesIssuing Bank, the Lenders and any other Credit Parties, and shall forthwith promptly be paid to the Trustee Secured Party for the benefit of such Holders the Secured Party, the Administrative Agent, the Issuing Bank, the Lenders and any other Credit Parties to be credited and applied upon to the SecuritiesGuaranteed Obligations, whether matured or unmatured, in accordance with as the terms of this Note IndentureSecured Party may elect. Each Guarantor of the Guarantors acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Note Indenture the Credit Agreement and that the waiver set forth in this Section 1205 4.02(a) is knowingly made in contemplation of such benefits. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between itself, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article Five hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of the Guaranteed Obligations as provided in Article Five hereof, the Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of this Guarantee.

Waiver of Subrogation and Contribution. Each Until the Guaranteed Obligations have been paid in cash indefeasibly in full, each Guarantor hereby irrevocably waives any claim or other right that rights which it may now or hereafter acquire against the Company any Borrower or any other Person that arises arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Guarantee and this Note IndentureSection 14 or any other Loan Document, including, without limitation, including any right of subrogation, reimbursement, contribution, exoneration, contribution, or indemnification, and any right to participate in any claim or remedy of the Trustee Administrative Agent or any Holder of Securities other Secured Party against any Borrower or any other Person or any collateral which the CompanyAdministrative Agent or any other Secured Party now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, including the right to take or receive from the Companyany Borrower or any other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Security security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Securities Guaranteed Obligations shall not have been paid in fullcash indefeasibly in full and the Revolving Commitments, all Letters of Credit, all Hedging Agreements and any other commitments by the Lenders, the Administrative Agent or any other Secured Party to any Borrower shall not have been terminated, such amount shall have been be deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit offor, the Holders of Administrative Agent and the Securitiesother Secured Parties, and shall forthwith be paid to the Trustee for the benefit of such Holders Administrative Agent to be credited and applied upon the SecuritiesGuaranteed Obligations, whether matured or unmatured, in accordance with the terms of this Note Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Note Indenture Agreement and that the waiver set forth in this Section 1205 is knowingly made in contemplation of such benefits. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between itself, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article Five hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of the Guaranteed Obligations as provided in Article Five hereof, the Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of this Guarantee.

Waiver of Subrogation and Contribution. Each Guarantor hereby irrevocably waives waives, until the Guarantee Termination Date has occurred, any claim or claims and other right rights that it now has or may now or hereafter acquire against the Company Borrowers or the other Guarantors that arises arise from the existence, payment, performance or enforcement of such the Guarantor’s obligations under this Guarantee and this Note Indentureor any other Financing Document or any Hedging Contract or Banking Services Agreement, including, without limitation, including any right of subrogation, reimbursement, exoneration, contribution, indemnification, contribution or indemnification and any right to participate in any claim or remedy of the Trustee Agents or any Holder of Securities Secured Party against the CompanyBorrowers, the other Guarantors or any collateral that the Agents or any Secured Party now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, equity or under contract, statute or common law, including, without limitation, including the right to take or receive from the CompanyBorrowers, directly or indirectly, in cash or other property or property, by set-off setoff or in any other manner, payment or Security security on account of any such claim or other rightsright. If any amount shall be is paid to any Guarantor the Guarantors in violation of the preceding sentence and the Securities shall Guarantee Termination Date has not have been paid in fulloccurred, such amount shall have been be deemed to have been paid to such Guarantor the Guarantors for the benefit of, and held in trust for the benefit of, the Holders of Agents and the Securities, Secured Parties and shall be forthwith be paid to the Trustee Collateral Agent for the benefit of such Holders the Secured Parties to be credited and applied upon the SecuritiesGuaranteed Obligations, whether matured or unmatured, in accordance with the terms of this Note Indenturethe other Financing Documents. Each Guarantor acknowledges The Guarantors acknowledge that it they will receive direct and indirect benefits from the financing arrangements contemplated by this Note Indenture the Credit Agreement and that the waiver set forth in this Section 1205 5 is knowingly made in contemplation of such benefits. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between itself, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article Five hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of the Guaranteed Obligations as provided in Article Five hereof, the Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of this Guarantee.

Waiver of Subrogation and Contribution. Each Until the later to occur of the Facility Termination Date and payment in full of all Guaranteed Obligations, each Guarantor hereby irrevocably waives any claim or other right that it rights which he may now or hereafter acquire against the Company any Provider that arises from the existence, payment, performance or enforcement of such Guarantor’s the Guarantors' obligations under this Guarantee and this Note IndentureGuaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, contribution or indemnification and any right to participate in any claim or remedy of the Trustee against a Provider or any Holder of Securities against collateral which the CompanyPurchaser, a Lender, the Program Manager or the Collateral Agent now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Companya Provider or, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Security security on account of such claim claim, remedy or other rightsright. If any amount shall be paid to any a Guarantor in violation of the preceding sentence at any time prior to the later to occur of the Facility Termination Date and the Securities shall not have been paid payment in fullfull of all Guaranteed Obligations, such amount shall have been be deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the SecuritiesPurchaser, and shall forthwith be paid to the Trustee for the benefit of such Holders Purchaser to be credited and applied upon to the SecuritiesGuaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Documents, or to be held as collateral for any Guaranteed Obligations or other amounts payable under this Note IndentureGuaranty thereafter arising. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Note Indenture the Documents and that the waiver set forth in this Section 1205 subsection is knowingly made in contemplation of such benefits. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between itself, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article Five hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of the Guaranteed Obligations as provided in Article Five hereof, the Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of this Guarantee.

Waiver of Subrogation and Contribution. Each Until this Indenture has been discharged, the Guarantor hereby irrevocably waives any claim or other right that which it may now or hereafter acquire against the Company Issuer or the Guarantor that arises arise from the existence, payment, performance or enforcement of such the Guarantor’s obligations under this Guarantee and this Note Indentureits Guarantee, including, without limitation, including any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Trustee or any Holder of Securities against the CompanyIssuer or the Guarantor which the Trustee or any Holder now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, including the right to take or receive from the CompanyIssuer, directly or indirectly, in cash or other property or by set-off setoff or in any other manner, payment or Security security on account of such claim or other rights. If any amount shall be paid to any the Guarantor in violation of the preceding sentence and the Securities Guaranteed Obligations shall not have been paid in full, such amount shall have been be deemed to have been paid to such the Guarantor for the benefit of, and held in trust for the benefit of, the Holders of Trustee, and the SecuritiesHolders, and shall forthwith be paid to the Trustee for the benefit of such the Holders to be credited and applied upon to the SecuritiesGuaranteed Obligations, whether matured or unmatured, in accordance with the terms of this Note Indenture. Each The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Note Indenture and that the waiver waivers set forth in this Section 1205 is 1204 are knowingly made in contemplation of such benefits. Each The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations obligations guaranteed hereby until payment in full of all Guaranteed Obligationsobligations guaranteed hereby. Each The Guarantor further agrees that, as between itself, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations obligations guaranteed hereby may be accelerated as provided in Article Five 5 hereof for the purposes of this its Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligationsobligations guaranteed hereby, and (y) in the event of any declaration of acceleration of the Guaranteed Obligations such obligations as provided in Article Five 5 hereof, the Guaranteed Obligations such obligations (whether or not due and payable) shall forthwith become due and payable by such the Guarantor for the purpose of this its Guarantee.