Common use of Waiver of Subrogation, Etc Clause in Contracts

Waiver of Subrogation, Etc. (a) If, pursuant to applicable law, Guarantor, by payment or otherwise, becomes subrogated to all or any of the rights of the Beneficiaries or either of them under the Keep Well, the rights of such Beneficiary to which Guarantor shall be subrogated shall be accepted by Guarantor "as is" and without any representation or warranty of any kind by such Beneficiary, express or implied, with respect to the legality, value, validity or enforceability of any of such rights, or the existence, availability, value, merchantability or fitness for any particular purpose of any collateral and shall be without recourse to such Beneficiary. (b) If a Beneficiary may, under applicable law, proceed to realize its benefits under the Keep Well, giving such Beneficiary a lien upon any collateral, whether owned by TASL or by any other Person, either by judicial foreclosure or by non-judicial sale or enforcement, such Beneficiary may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of its rights and remedies under this Guaranty. If, in the exercise of any of its rights and remedies, such Beneficiary shall forfeit any of its rights or remedies, including its right to enter a deficiency judgment against TASL or any other Person, whether because of any applicable laws pertaining to "election of remedies" or the like, Guarantor hereby consents to such action by such Beneficiary and waives any claim based upon such action, even if such action by such Beneficiary shall result in a full or partial loss of any rights of subrogation which Guarantor might otherwise have had but for such action by such Beneficiary. Any election of remedies which results in the denial or impairment of the right of a Beneficiary to seek a deficiency judgment against TASL or any other Person shall not impair Guarantor's obligation to pay the full amount of the Obligations. In the event a Beneficiary shall bid at any foreclosure or trustee's sale or at any private sale permitted by law or the Keep Well, such Beneficiary may bid all or less than the amount of the Obligations and the amount of such bid need not be paid by such Beneficiary but shall be credited against the Obligations. The amount of the successful bid at any such sale, whether a Beneficiary or any other party is the successful bidder, shall be conclusively deemed to be the fair market value of the collateral and the difference between such bid amount and the remaining balance of the Obligations shall be conclusively deemed to be the amount of the Obligations guaranteed under this Guaranty, notwithstanding that any present or future law or court decision or ruling may have the effect of reducing the amount of any deficiency claim to which such Beneficiary might otherwise be entitled but for such bidding at any such sale.

Waiver of Subrogation, Etc. Company hereby waives any claim, right or remedy, direct or indirect, that it now has or may hereafter have against any Borrower or any of its other Subsidiaries or any of its assets in connection with this Article XIV or the performance by Company of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including without limitation (a) Ifany right of subrogation, pursuant reimbursement or indemnification that Company now has or may hereafter have against any Borrower or Subsidiary thereof, (b) any right to enforce, or to participate in, any claim, right or remedy that Collateral Agent or any other Guarantied Party now has or may hereafter have against any Borrower or a Subsidiary thereof, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by Collateral Agent or any other Guarantied Party. In addition, until the Guarantied Obligations (other than contingent obligations as to which no claim has been asserted or any obligations and liabilities under Other Permitted Credit Exposure as to which arrangements reasonably satisfactory to the applicable lawholder of such Other Permitted Credit Exposure shall have been made) shall have been paid in full and the Commitments shall have terminated and all Letters of Credit shall have expired or been terminated (unless cash collateralized or otherwise backstopped on terms reasonably acceptable to the Issuing Lender), GuarantorCompany shall withhold exercise of any right of contribution it may have against any other guarantor of the Guarantied Obligations as a result of any payment hereunder. Company further agrees that, to the extent the waiver of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by payment a court of competent jurisdiction to be void or otherwisevoidable for any reason, becomes subrogated to all any such rights of subrogation, reimbursement or indemnification Company may have against any Borrower or any of the its other Subsidiaries or against any collateral or security, and any such rights of contribution a guarantor may have against any such other guarantor, shall be junior and subordinate to any rights Collateral Agent or any Guarantied Party may have against any Borrower or other guarantor, to all right, title and interest Collateral Agent or any Guarantied Party may have in any such collateral or security, and to any right Collateral Agent or any Guarantied Party may have against such other guarantor. If any amount shall be paid to Company on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guarantied Obligations (other than contingent obligations as to which no claim has been asserted or any obligations and liabilities under Other Permitted Credit Exposure as to which arrangements reasonably satisfactory to the Beneficiaries applicable holder of Other Permitted Credit Exposure shall have been made) shall not have been paid in full, such amount shall be held in trust for Collateral Agent on behalf of Guarantied Parties and shall forthwith be paid over to Collateral Agent for the benefit of Guarantied Parties to be credited and applied against the Guarantied Obligations, whether matured or either unmatured, in accordance with the terms hereof. Collateral Agent has been appointed to act on behalf of them under Guarantied Parties hereunder by Lenders for their benefit and, by their acceptance of the Keep Wellbenefits hereof, the rights holders of such Beneficiary to which Guarantor any Other Lender Guarantied Obligations. Except as otherwise provided in the next succeeding paragraph, Collateral Agent shall be subrogated obligated, and shall be accepted have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action, solely in accordance with this Guaranty and this Agreement; provided that, except as otherwise provided in the Intercreditor Agreement, Collateral Agent shall exercise, or refrain from exercising, any remedies hereunder in accordance with the instructions of Requisite Lenders. In furtherance of the foregoing provisions of this paragraph, each holder of Other Lender Guarantied Obligations, by Guarantor "as is" its acceptance of the benefits hereof, agrees that it shall have no right individually to enforce this Article XIV, it being understood and without any representation or warranty of any kind agreed by such Beneficiary, express or implied, with respect to the legality, value, validity or enforceability of any of such rights, or the existence, availability, value, merchantability or fitness for any particular purpose of any collateral and shall be without recourse to such Beneficiary. (b) If a Beneficiary may, under applicable law, proceed to realize its benefits under the Keep Well, giving such Beneficiary a lien upon any collateral, whether owned by TASL or by any other Person, either by judicial foreclosure or by non-judicial sale or enforcement, such Beneficiary may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of its holder that all rights and remedies under this Guaranty. If, in hereunder may be exercised solely by Collateral Agent for the exercise of any of its rights and remedies, such Beneficiary shall forfeit any of its rights or remedies, including its right to enter a deficiency judgment against TASL or any other Person, whether because of any applicable laws pertaining to "election of remedies" or the like, Guarantor hereby consents to such action by such Beneficiary and waives any claim based upon such action, even if such action by such Beneficiary shall result in a full or partial loss of any rights of subrogation which Guarantor might otherwise have had but for such action by such Beneficiary. Any election of remedies which results in the denial or impairment benefit of the right Guarantied Parties in accordance with the terms of a Beneficiary to seek a deficiency judgment against TASL or any other Person shall not impair Guarantor's obligation to pay the full amount this paragraph and that all decisions of the ObligationsRequisite Lenders shall be binding on such holders. In Anything contained in this Guaranty to the event a Beneficiary shall bid at any foreclosure or trustee's sale or at any private sale permitted by law or contrary notwithstanding, upon and during the Keep Well, such Beneficiary may bid all or less than the amount effectiveness of the Obligations and the amount of such bid need not be paid by such Beneficiary but Intercreditor Agreement no Guarantied Party shall be credited against entitled to take any action whatsoever to enforce any term or provision of this Guaranty except through Collateral Agent in accordance with the Obligations. The amount terms of the successful bid at any such sale, whether a Beneficiary or any other party is the successful bidder, shall be conclusively deemed to be the fair market value of the collateral and the difference between such bid amount and the remaining balance of the Obligations shall be conclusively deemed to be the amount of the Obligations guaranteed under this Guaranty, notwithstanding that any present or future law or court decision or ruling may have the effect of reducing the amount of any deficiency claim to which such Beneficiary might otherwise be entitled but for such bidding at any such saleIntercreditor Agreement.

Waiver of Subrogation, Etc. Company hereby waives any claim, right or remedy, direct or indirect, that it now has or may hereafter have against any Borrower or any of its other Subsidiaries or any of its assets in connection with this Section 9 or the performance by Company of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including without limitation (a) Ifany right of subrogation, pursuant reimbursement or indemnification that Company now has or may hereafter have against any Borrower or Subsidiary thereof, (b) any right to enforce, or to participate in, any claim, right or remedy that Collateral Agent or any other Guarantied Party now has or may hereafter have against any Borrower or a Subsidiary thereof, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by Collateral Agent or any other Guarantied Party. In addition, until the Guarantied Obligations (other than contingent obligations as to which no claim has been asserted or any obligations and liabilities under Other Permitted Credit Exposure as to which arrangements reasonably satisfactory to the applicable lawholder of such Other Permitted Credit Exposure shall have been made) shall have been paid in full and the Commitments shall have terminated and all Letters of Credit shall have expired or been terminated (unless cash collateralized or otherwise backstopped on terms reasonably acceptable to the Issuing Lender), GuarantorCompany shall withhold exercise of any right of contribution it may have against any other guarantor of the Guarantied Obligations as a result of any payment hereunder. Company further agrees that, to the extent the waiver of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by payment a court of competent jurisdiction to be void or otherwisevoidable for any reason, becomes subrogated to all any such rights of subrogation, reimbursement or indemnification Company may have against any Borrower or any of the its other Subsidiaries or against any collateral or security, and any such rights of contribution a guarantor may have against any such other guarantor, shall be junior and subordinate to any rights Collateral Agent or any Guarantied Party may have against any Borrower or other guarantor, to all right, title and interest Collateral Agent or any Guarantied Party may have in any such collateral or security, and to any right Collateral Agent or any Guarantied Party may have against such other guarantor. If any amount shall be paid to Company on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guarantied Obligations (other than contingent obligations as to which no claim has been asserted or any obligations and liabilities under Other Permitted Credit Exposure as to which arrangements reasonably satisfactory to the Beneficiaries applicable holder of Other Permitted Credit Exposure shall have been made) shall not have been paid in full, such amount shall be held in trust for Collateral Agent on behalf of Guarantied Parties and shall forthwith be paid over to Collateral Agent for the benefit of Guarantied Parties to be credited and applied against the Guarantied Obligations, whether matured or either unmatured, in accordance with the terms hereof. Collateral Agent has been appointed to act on behalf of them under Guarantied Parties hereunder by Lenders for their benefit and, by their acceptance of the Keep Wellbenefits hereof, the rights holders of such Beneficiary to which Guarantor any Other Lender Guarantied Obligations. Except as otherwise provided in the next succeeding paragraph, Collateral Agent shall be subrogated obligated, and shall be accepted have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action, solely in accordance with this Guaranty and this Agreement; provided that, except as otherwise provided in the Intercreditor Agreement, Collateral Agent shall exercise, or refrain from exercising, any remedies hereunder in accordance with the instructions of Requisite Lenders. In furtherance of the foregoing provisions of this paragraph, each holder of Other Lender Guarantied Obligations, by Guarantor "as is" its acceptance of the benefits hereof, agrees that it shall have no right individually to enforce this Article XIV, it being understood and without any representation or warranty of any kind agreed by such Beneficiary, express or implied, with respect to the legality, value, validity or enforceability of any of such rights, or the existence, availability, value, merchantability or fitness for any particular purpose of any collateral and shall be without recourse to such Beneficiary. (b) If a Beneficiary may, under applicable law, proceed to realize its benefits under the Keep Well, giving such Beneficiary a lien upon any collateral, whether owned by TASL or by any other Person, either by judicial foreclosure or by non-judicial sale or enforcement, such Beneficiary may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of its holder that all rights and remedies under this Guaranty. If, in hereunder may be exercised solely by Collateral Agent for the exercise of any of its rights and remedies, such Beneficiary shall forfeit any of its rights or remedies, including its right to enter a deficiency judgment against TASL or any other Person, whether because of any applicable laws pertaining to "election of remedies" or the like, Guarantor hereby consents to such action by such Beneficiary and waives any claim based upon such action, even if such action by such Beneficiary shall result in a full or partial loss of any rights of subrogation which Guarantor might otherwise have had but for such action by such Beneficiary. Any election of remedies which results in the denial or impairment benefit of the right Guarantied Parties in accordance with the terms of a Beneficiary to seek a deficiency judgment against TASL or any other Person shall not impair Guarantor's obligation to pay the full amount this paragraph and that all decisions of the ObligationsRequisite Lenders shall be binding on such holders. In Anything contained in this Guaranty to the event a Beneficiary shall bid at any foreclosure or trustee's sale or at any private sale permitted by law or contrary notwithstanding, upon and during the Keep Well, such Beneficiary may bid all or less than the amount effectiveness of the Obligations and the amount of such bid need not be paid by such Beneficiary but Intercreditor Agreement no Guarantied Party shall be credited against entitled to take any action whatsoever to enforce any term or provision of this Guaranty except through Collateral Agent in accordance with the Obligations. The amount terms of the successful bid at any such sale, whether a Beneficiary or any other party is the successful bidder, shall be conclusively deemed to be the fair market value of the collateral and the difference between such bid amount and the remaining balance of the Obligations shall be conclusively deemed to be the amount of the Obligations guaranteed under this Guaranty, notwithstanding that any present or future law or court decision or ruling may have the effect of reducing the amount of any deficiency claim to which such Beneficiary might otherwise be entitled but for such bidding at any such saleIntercreditor Agreement.

Waiver of Subrogation, Etc. Company hereby waives any claim, right or remedy, direct or indirect, that it now has or may hereafter have against any Borrower or any of its assets in connection with this Section 9 or the performance by Company of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including without limitation (a) Ifany right of subrogation, pursuant to applicable lawreimbursement or indemnification that Company now has or may hereafter have against any Borrower or Subsidiary thereof, Guarantor, by payment or otherwise, becomes subrogated to all or any of the rights of the Beneficiaries or either of them under the Keep Well, the rights of such Beneficiary to which Guarantor shall be subrogated shall be accepted by Guarantor "as is" and without any representation or warranty of any kind by such Beneficiary, express or implied, with respect to the legality, value, validity or enforceability of any of such rights, or the existence, availability, value, merchantability or fitness for any particular purpose of any collateral and shall be without recourse to such Beneficiary. (b) If a Beneficiary mayany right to enforce, under applicable lawor to participate in, proceed to realize its benefits under the Keep Wellany claim, giving such Beneficiary a lien upon any collateral, whether owned by TASL right or by remedy that Collateral Agent or any other PersonGuarantied Party now has or may hereafter have against any Borrower or a Subsidiary thereof, either and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by judicial foreclosure Collateral Agent or by non-judicial sale any other Guarantied Party. In addition, until the Guarantied Obligations shall have been paid in full and the Commitments shall have terminated and all Letters of Credit shall have expired or enforcementbeen cancelled, such Beneficiary may, at its sole option, determine which Company shall withhold exercise of its remedies or rights any right of contribution it may pursue without affecting have against any other guarantor of the Guarantied Obligations as a result of any payment hereunder. Company further agrees that, to the extent the waiver of its rights of subrogation, reimbursement, indemnification and remedies under this Guaranty. Ifcontribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, in the exercise of any of its rights and remedies, such Beneficiary shall forfeit any of its rights or remedies, including its right to enter a deficiency judgment against TASL or any other Person, whether because of any applicable laws pertaining to "election of remedies" or the like, Guarantor hereby consents to such action by such Beneficiary and waives any claim based upon such action, even if such action by such Beneficiary shall result in a full or partial loss of any rights of subrogation which Guarantor might otherwise subrogation, reimbursement or indemnification Company may have had but for such action by such Beneficiary. Any election of remedies which results in the denial against any Borrower thereof or impairment of the right of a Beneficiary to seek a deficiency judgment against TASL any collateral or any other Person shall not impair Guarantor's obligation to pay the full amount of the Obligations. In the event a Beneficiary shall bid at any foreclosure or trustee's sale or at any private sale permitted by law or the Keep Wellsecurity, such Beneficiary may bid all or less than the amount of the Obligations and the amount of such bid need not be paid by such Beneficiary but shall be credited against the Obligations. The amount of the successful bid at any such sale, whether a Beneficiary or rights of contribution Guarantor may have against any such other party is the successful bidderguarantor, shall be conclusively deemed junior and subordinate to any rights Collateral Agent or any Guarantied Party may have against any Borrower or other guarantor, to all right, title and interest Collateral Agent or any Guarantied Party may have in any such collateral or security, and to any right Collateral Agent or any Guarantied Party may have against such other guarantor. If any amount shall be paid to Company on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guarantied Obligations shall not have been paid in full, such amount shall be held in trust for Collateral Agent on behalf of Guarantied Parties and shall forthwith be paid over to Collateral Agent for the benefit of Guarantied Parties to be credited and applied against the fair market value Guarantied Obligations, whether matured or unmatured, in accordance with the terms hereof. Collateral Agent has been appointed to act on behalf of Guarantied Parties hereunder by Lenders for their benefit and, by their acceptance of the collateral benefits hereof, the holders of any Other Lender Guarantied Obligations. Except as otherwise provided in the next succeeding paragraph, Collateral Agent shall be obligated, and shall have the difference between such bid amount right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action, solely in accordance with this Guaranty and this Agreement; provided that, except as otherwise provided in the remaining balance Intercreditor Agreement, Collateral Agent shall exercise, or refrain from exercising, any remedies hereunder in accordance with the instructions of Requisite Lenders. In furtherance of the Obligations foregoing provisions of this paragraph, each holder of Other Lender Guarantied Obligations, by its acceptance of the benefits hereof, agrees that it shall have no right individually to enforce this Section 9, it being understood and agreed by such holder that all rights and remedies hereunder may be exercised solely by Collateral Agent for the benefit of the Guarantied Parties in accordance with the terms of this paragraph and that all decisions of the Requisite Lenders shall be conclusively deemed binding on such holders. Anything contained in this Guaranty to be the amount contrary notwithstanding, upon and during the effectiveness of the Obligations guaranteed under this Guaranty, notwithstanding that any present or future law or court decision or ruling may have the effect of reducing the amount of any deficiency claim to which such Beneficiary might otherwise Intercreditor Agreement no Guarantied Party shall be entitled but for such bidding at to take any such saleaction whatsoever to enforce any term or provision of this Guaranty except through the Collateral Agent in accordance with the terms of the Intercreditor Agreement.

Waiver of Subrogation, Etc. Company hereby waives any claim, right or remedy, direct or indirect, that it now has or may hereafter have against any Borrower or any of its other Subsidiaries or any of its assets in connection with this Section 9 or the performance by Company of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including without limitation (a) Ifany right of subrogation, pursuant reimbursement or indemnification that Company now has or may hereafter have against any Borrower or Subsidiary thereof, (b) any right to applicable lawenforce, Guarantoror to participate in, any claim, right or remedy that Collateral Agent or any other Guarantied Party now has or may hereafter have against any Borrower or a Subsidiary thereof, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by Collateral Agent or any other Guarantied Party. In addition, until the Guarantied Obligations shall have been paid in full and the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, Company shall withhold exercise of any right of contribution it may have against any other guarantor of the Guarantied Obligations as a result of any payment hereunder. Company further agrees that, to the extent the waiver of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or otherwisevoidable for any reason, becomes subrogated to all any such rights of subrogation, reimbursement or indemnification Company may have against any Borrower or any of the its other Subsidiaries or against any collateral or security, and any such rights of contribution a guarantor may have against any such other guarantor, shall be junior and subordinate to any rights Collateral Agent or any Guarantied Party may have against any Borrower or other guarantor, to all right, title and interest Collateral Agent or any Guarantied Party may have in any such collateral or security, and to any right Collateral Agent or any Guarantied Party may have against such other guarantor. If any amount shall be paid to Company on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guarantied Obligations shall not have been paid in full, such amount shall be held in trust for Collateral Agent on behalf of Guarantied Parties and shall forthwith be paid over to Collateral Agent for the Beneficiaries benefit of Guarantied Parties to be credited and applied against the Guarantied Obligations, whether matured or either unmatured, in accordance with the terms hereof. Collateral Agent has been appointed to act on behalf of them under Guarantied Parties hereunder by Lenders for their benefit and, by their acceptance of the Keep Wellbenefits hereof, the rights holders of such Beneficiary to which Guarantor any Other Lender Guarantied Obligations. Except as otherwise provided in the next succeeding paragraph, Collateral Agent shall be subrogated obligated, and shall be accepted have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action, solely in accordance with this Guaranty and this Agreement; provided that, except as otherwise provided in the Intercreditor Agreement, Collateral Agent shall exercise, or refrain from exercising, any remedies hereunder in accordance with the instructions of Requisite Lenders. In furtherance of the foregoing provisions of this paragraph, each holder of Other Lender Guarantied Obligations, by Guarantor "as is" its acceptance of the benefits hereof, agrees that it shall have no right individually to enforce this Section 9, it being understood and without any representation or warranty of any kind agreed by such Beneficiary, express or implied, with respect to the legality, value, validity or enforceability of any of such rights, or the existence, availability, value, merchantability or fitness for any particular purpose of any collateral and shall be without recourse to such Beneficiary. (b) If a Beneficiary may, under applicable law, proceed to realize its benefits under the Keep Well, giving such Beneficiary a lien upon any collateral, whether owned by TASL or by any other Person, either by judicial foreclosure or by non-judicial sale or enforcement, such Beneficiary may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of its holder that all rights and remedies under this Guaranty. If, in hereunder may be exercised solely by Collateral Agent for the exercise of any of its rights and remedies, such Beneficiary shall forfeit any of its rights or remedies, including its right to enter a deficiency judgment against TASL or any other Person, whether because of any applicable laws pertaining to "election of remedies" or the like, Guarantor hereby consents to such action by such Beneficiary and waives any claim based upon such action, even if such action by such Beneficiary shall result in a full or partial loss of any rights of subrogation which Guarantor might otherwise have had but for such action by such Beneficiary. Any election of remedies which results in the denial or impairment benefit of the right Guarantied Parties in accordance with the terms of a Beneficiary to seek a deficiency judgment against TASL or any other Person shall not impair Guarantor's obligation to pay the full amount this paragraph and that all decisions of the ObligationsRequisite Lenders shall be binding on such holders. In Anything contained in this Guaranty to the event a Beneficiary shall bid at any foreclosure or trustee's sale or at any private sale permitted by law or contrary notwithstanding, upon and during the Keep Well, such Beneficiary may bid all or less than the amount effectiveness of the Obligations and the amount of such bid need not be paid by such Beneficiary but Intercreditor Agreement no Guarantied Party shall be credited against entitled to take any action whatsoever to enforce any term or provision of this Guaranty except through Collateral Agent in accordance with the Obligations. The amount terms of the successful bid at any such sale, whether a Beneficiary or any other party is the successful bidder, shall be conclusively deemed to be the fair market value of the collateral and the difference between such bid amount and the remaining balance of the Obligations shall be conclusively deemed to be the amount of the Obligations guaranteed under this Guaranty, notwithstanding that any present or future law or court decision or ruling may have the effect of reducing the amount of any deficiency claim to which such Beneficiary might otherwise be entitled but for such bidding at any such saleIntercreditor Agreement.

Waiver of Subrogation, Etc. Each Company and the Issuer hereby agrees that (ai) Ifthe subrogation rights of Financial Guaranty in respect of any amounts paid by Financial Guaranty to the Holders under the Policy shall take priority over the subrogation rights of the Companies set forth in the Guarantees or as a party that is jointly and severally obligated hereunder, pursuant and (ii) neither the Issuer nor any Company shall, without the written consent of Financial Guaranty, be entitled to applicable lawenforce or to receive any payments arising out of or based upon its right of subrogation set forth in the Guarantee or as a party hereunder until the principal of and interest on, Guarantorand any Redemption Price with respect to, by all IQ Notes and any Reimbursement Obligations shall have been paid in full or payment or otherwisethereof shall have been provided for to the satisfaction of Financial Guaranty and all other obligations (including, becomes subrogated without limitation, any other payment obligations) contained in the IQ Notes, the Guarantees, the Indenture and this Insurance Agreement shall have been performed. If any amount shall be paid to all the Issuer or any Company in violation of the preceding sentence and all amounts payable under this Insurance Agreement and in respect of the IQ Notes shall not have been paid in full, such amount shall be deemed to have been paid to the Issuer or such Guarantor for the benefit of, and held in trust for the benefit of, the Holders or the Insurer, as the case may be, and shall forthwith be paid to the Trustee for the benefit of the Holders or Insurer, respectively, to be credited and applied upon such amounts. The Issuer and each Company acknowledges that it will receive direct and indirect benefits from the issuance of the Policy and IQ Notes. Notwithstanding anything to the contrary in the Transaction Documents, if following any payment by the Issuer or any Company to the Holders of the IQ Notes of the principal, Redemption Price or interest in respect of the IQ Notes or to Financial Guaranty of any amounts due hereunder or in respect of the Policy, it is determined by a final decision of a court of competent jurisdiction that such payment shall be avoided by a trustee in bankruptcy (including any debtor-in-possession) as a preference under 11 U.S.C. Section 547 and such payment is returned by such Holder or Financial Guaranty to such trustee in bankruptcy, then the obligations of the Issuer and the Companies under the Indenture, the IQ Notes and this Insurance Agreement shall remain in full force and effect to the extent of such repayment. Notwithstanding anything to the contrary contained herein, the obligations of the Issuer and each Company hereunder, shall be, and hereby are, limited to the maximum amount that may be payable by the Issuer or the applicable Company without rendering this Insurance Agreement, as it relates to Issuer or such Company, voidable under any applicable law relating to fraudulent conveyance, fraudulent transfer or similar laws affecting the rights of the Beneficiaries or either of them under the Keep Well, the rights of such Beneficiary to which Guarantor shall be subrogated shall be accepted by Guarantor "as is" and without any representation or warranty of any kind by such Beneficiary, express or implied, with respect to the legality, value, validity or enforceability of any of such rights, or the existence, availability, value, merchantability or fitness for any particular purpose of any collateral and shall be without recourse to such Beneficiarycreditors generally. (b) If a Beneficiary may, under applicable law, proceed to realize its benefits under the Keep Well, giving such Beneficiary a lien upon any collateral, whether owned by TASL or by any other Person, either by judicial foreclosure or by non-judicial sale or enforcement, such Beneficiary may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of its rights and remedies under this Guaranty. If, in the exercise of any of its rights and remedies, such Beneficiary shall forfeit any of its rights or remedies, including its right to enter a deficiency judgment against TASL or any other Person, whether because of any applicable laws pertaining to "election of remedies" or the like, Guarantor hereby consents to such action by such Beneficiary and waives any claim based upon such action, even if such action by such Beneficiary shall result in a full or partial loss of any rights of subrogation which Guarantor might otherwise have had but for such action by such Beneficiary. Any election of remedies which results in the denial or impairment of the right of a Beneficiary to seek a deficiency judgment against TASL or any other Person shall not impair Guarantor's obligation to pay the full amount of the Obligations. In the event a Beneficiary shall bid at any foreclosure or trustee's sale or at any private sale permitted by law or the Keep Well, such Beneficiary may bid all or less than the amount of the Obligations and the amount of such bid need not be paid by such Beneficiary but shall be credited against the Obligations. The amount of the successful bid at any such sale, whether a Beneficiary or any other party is the successful bidder, shall be conclusively deemed to be the fair market value of the collateral and the difference between such bid amount and the remaining balance of the Obligations shall be conclusively deemed to be the amount of the Obligations guaranteed under this Guaranty, notwithstanding that any present or future law or court decision or ruling may have the effect of reducing the amount of any deficiency claim to which such Beneficiary might otherwise be entitled but for such bidding at any such sale.

Waiver of Subrogation, Etc. Company hereby waives any claim, right or remedy, direct or indirect, that it now has or may hereafter have against any Borrower or any of its other Subsidiaries or any of its assets in connection with this Section 9 or the performance by Company of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including without limitation (a) Ifany right of subrogation, pursuant reimbursement or indemnification that Company now has or may hereafter have against any Borrower or Subsidiary thereof, (b) any right to applicable lawenforce, Guarantoror to participate in, any claim, right or remedy that Collateral Agent or any other Guarantied Party now has or may hereafter have against any Borrower or a Subsidiary thereof, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by Collateral Agent or any other Guarantied Party. In addition, until the Guarantied Obligations shall have been paid in full and the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, Company shall withhold exercise of any right of contribution it may have against any other guarantor of the Guarantied Obligations as a result of any payment hereunder. Company further agrees that, to the extent the waiver of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or otherwisevoidable for any reason, becomes subrogated to all any such rights of subrogation, reimbursement or indemnification Company may have against any Borrower or any of the its other Subsidiaries or against any collateral or security, and any such rights of contribution Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights Collateral Agent or any Guarantied Party may have against any Borrower or other guarantor, to all right, title and interest Collateral Agent or any Guarantied Party may have in any such collateral or security, and to any right Collateral Agent or any Guarantied Party may have against such other guarantor. If any amount shall be paid to Company on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guarantied Obligations shall not have been paid in full, such amount shall be held in trust for Collateral Agent on behalf of Guarantied Parties and shall forthwith be paid over to Collateral Agent for the Beneficiaries benefit of Guarantied Parties to be credited and applied against the Guarantied Obligations, whether matured or either unmatured, in accordance with the terms hereof. Collateral Agent has been appointed to act on behalf of them under Guarantied Parties hereunder by Lenders for their benefit and, by their acceptance of the Keep Wellbenefits hereof, the rights holders of such Beneficiary to which Guarantor any Other Lender Guarantied Obligations. Except as otherwise provided in the next succeeding paragraph, Collateral Agent shall be subrogated obligated, and shall be accepted have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action, solely in accordance with this Guaranty and this Agreement; provided that, except as otherwise provided in the Intercreditor Agreement, Collateral Agent shall exercise, or refrain from exercising, any remedies hereunder in accordance with the instructions of Requisite Lenders. In furtherance of the foregoing provisions of this paragraph, each holder of Other Lender Guarantied Obligations, by Guarantor "as is" its acceptance of the benefits hereof, agrees that it shall have no right individually to enforce this Section 9, it being understood and without any representation or warranty of any kind agreed by such Beneficiary, express or implied, with respect to the legality, value, validity or enforceability of any of such rights, or the existence, availability, value, merchantability or fitness for any particular purpose of any collateral and shall be without recourse to such Beneficiary. (b) If a Beneficiary may, under applicable law, proceed to realize its benefits under the Keep Well, giving such Beneficiary a lien upon any collateral, whether owned by TASL or by any other Person, either by judicial foreclosure or by non-judicial sale or enforcement, such Beneficiary may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of its holder that all rights and remedies under this Guaranty. If, in hereunder may be exercised solely by Collateral Agent for the exercise of any of its rights and remedies, such Beneficiary shall forfeit any of its rights or remedies, including its right to enter a deficiency judgment against TASL or any other Person, whether because of any applicable laws pertaining to "election of remedies" or the like, Guarantor hereby consents to such action by such Beneficiary and waives any claim based upon such action, even if such action by such Beneficiary shall result in a full or partial loss of any rights of subrogation which Guarantor might otherwise have had but for such action by such Beneficiary. Any election of remedies which results in the denial or impairment benefit of the right Guarantied Parties in accordance with the terms of a Beneficiary to seek a deficiency judgment against TASL or any other Person shall not impair Guarantor's obligation to pay the full amount this paragraph and that all decisions of the ObligationsRequisite Lenders shall be binding on such holders. In Anything contained in this Guaranty to the event a Beneficiary shall bid at any foreclosure or trustee's sale or at any private sale permitted by law or contrary notwithstanding, upon and during the Keep Well, such Beneficiary may bid all or less than the amount effectiveness of the Obligations and the amount of such bid need not be paid by such Beneficiary but Intercreditor Agreement no Guarantied Party shall be credited against entitled to take any action whatsoever to enforce any term or provision of this Guaranty except through the Obligations. The amount Collateral Agent in accordance with the terms of the successful bid at any such sale, whether a Beneficiary or any other party is the successful bidder, shall be conclusively deemed to be the fair market value of the collateral and the difference between such bid amount and the remaining balance of the Obligations shall be conclusively deemed to be the amount of the Obligations guaranteed under this Guaranty, notwithstanding that any present or future law or court decision or ruling may have the effect of reducing the amount of any deficiency claim to which such Beneficiary might otherwise be entitled but for such bidding at any such saleIntercreditor Agreement.

Waiver of Subrogation, Etc. (a) If, pursuant to applicable law, any Guarantor, by payment or otherwise, becomes subrogated to all or any of the rights of Lender under any of the Beneficiaries or either of them under the Keep WellLoan Documents, the rights of such Beneficiary Lender to which such Guarantor shall be subrogated shall be accepted by such Guarantor "as is" and without any representation or warranty of any kind by such BeneficiaryLender, express or implied, with respect to the legality, value, validity or enforceability of any of such rights, or the existence, availability, value, merchantability or fitness for any particular purpose of any collateral Guarantor Collateral and shall be without recourse to such BeneficiaryLender. (b) If a Beneficiary mayLender, under applicable law, proceed proceeds to realize its benefits under any of the Keep Well, Loan Documents giving such Beneficiary Lender a lien Lien upon any collateralCollateral, whether owned by TASL Borrower, any Guarantor or by any other Person, either by judicial foreclosure or by non-judicial sale or enforcement, such Beneficiary Lender may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of its rights and remedies under this Guaranty. If, in the exercise of any of its rights and remedies, such Beneficiary shall forfeit Lender forfeits any of its rights or remedies, including its right to enter a deficiency judgment against TASL Borrower or any other Person, whether because of any applicable laws pertaining to "election of remedies" or the like, each Guarantor hereby consents to such action by such Beneficiary Lender and waives any claim based upon such action, even if such action by such Beneficiary Lender shall result in a full or partial loss of any rights of subrogation which any Guarantor might otherwise have had but for such action by such BeneficiaryLender. Any election of remedies which results in the denial or impairment of the right of a Beneficiary Lender to seek a deficiency judgment against TASL or any other Person Borrower shall not impair any Guarantor's obligation to pay the full amount of the ObligationsIndebtedness. In the event a Beneficiary shall bid that Lender bids at any foreclosure or trustee's sale or at any private sale permitted by law or any of the Keep WellLoan Documents, such Beneficiary Lender may bid all or less than the amount of the Obligations Indebtedness and the amount of such bid need not be paid by such Beneficiary Lender but shall be credited against the ObligationsIndebtedness. The amount of the successful bid at any such sale, whether a Beneficiary Lender or any other party is the successful bidder, shall be conclusively deemed to be the fair market value of the subject collateral and the difference between such bid amount and the remaining balance of the Obligations Indebtedness shall be conclusively deemed to be the amount of the Obligations Indebtedness guaranteed under this Guaranty, notwithstanding that any present or future law or court decision or ruling may have the effect of reducing the amount of any deficiency claim to which such Beneficiary Lender might otherwise be entitled but for such bidding at any such sale.

Waiver of Subrogation, Etc. Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, and except as set forth in Section 10.7, each Credit Party hereby expressly and irrevocably waives any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification or set off and any and all defenses available to a surety, guarantor or accommodation co-obligor until all Obligations (aother than contingent indemnification Obligations for which no unsatisfied claim giving rise thereto has been asserted) Ifhave been indefeasibly paid in full in cash and all Commitments of Agent and/or Lenders to provide further credit have been terminated and all obligations of L/C Issuer to issue Lender Letters of Credit or Letter of Credit Participation Agreements have been terminated. As further security, pursuant any and all debts and liabilities now or hereafter arising and owing by any Credit Party to applicable lawany other Guarantor are hereby subordinated to Agent and Lender’s claims (including the Obligations) and without the prior written consent of Agent during the occurrence and continuance of an Event of Default, Guarantorno Guarantor shall demand, by payment xxx for or otherwise, becomes subrogated otherwise attempt to collect any indebtedness of any Credit Party owing to it until the Obligations (other than contingent indemnification Obligations for which no unsatisfied claim giving rise thereto has been asserted) shall have been paid in full in cash and this Agreement shall have terminated; provided that no Guarantor shall have any rights hereunder against any Credit Party or any of its Subsidiaries if all or any portion of the rights Obligations shall have been satisfied in connection with an exercise of remedies in respect of the Beneficiaries Stock of any Credit Party or either any of them under its Subsidiaries pursuant to a Collateral Document. If, notwithstanding the Keep Wellforegoing sentence, the rights of such Beneficiary to which a Guarantor shall be subrogated collect, enforce or receive any amounts in respect of any indebtedness, such amounts shall be accepted by held in trust for the benefit of Agent and the Lenders, and such Guarantor "as is" and without shall immediately deliver any representation or warranty of any kind by such Beneficiary, express or implied, with respect amounts to Agent for application to the legalityObligations. Each Guarantor acknowledges and agrees that this waiver is intended to benefit Agent, valueL/C Issuer and Lenders and shall not limit or otherwise affect such Guarantor’s liability hereunder or the enforceability of this Section 10, validity and that Agent, L/C Issuer and the Lenders and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 10.4 and that such waivers and agreements shall remain in effect until all Obligations (other than contingent indemnification Obligations for which no unsatisfied claim giving rise thereto has been asserted) have been paid in full in cash and all Commitments of Agent, L/C Issuer and/or Lenders to provide further credit (and/or issue Lender Letters of Credit or Letter of Credit Participation Agreements), in each case, have been terminated. Each Credit Party acknowledges and agrees that this waiver is intended to benefit Agent and Lenders and shall not limit or otherwise affect such Credit Party’s liability hereunder or the enforceability of this Section 10, and that Agent, L/C Issuer, that Lenders and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 10.4 and that such waivers and agreements shall remain in effect until all Obligations (other than contingent indemnification Obligations for which no unsatisfied claim giving rise thereto has been asserted) have been paid in full in cash and all Commitments of Agent and/or Lenders to provide further credit have, in each case, been terminated. This Section 10 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of such rights, the Obligations is rescinded or the existence, availability, value, merchantability must otherwise be returned to Agent or fitness for any particular purpose of any collateral and shall be without recourse to such Beneficiary. (b) If a Beneficiary may, under applicable law, proceed to realize its benefits under the Keep Well, giving such Beneficiary a lien upon any collateral, whether owned by TASL or by any other Person, either by judicial foreclosure or by non-judicial sale or enforcement, such Beneficiary may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of its rights and remedies under this Guaranty. If, in the exercise of any of its rights and remedies, such Beneficiary shall forfeit any of its rights or remedies, including its right to enter a deficiency judgment against TASL or any other Person, whether because of any applicable laws pertaining to "election of remedies" or the like, Guarantor hereby consents to such action by such Beneficiary and waives any claim based upon such action, even if such action by such Beneficiary shall result in a full or partial loss of any rights of subrogation which Guarantor might otherwise have had but for such action by such Beneficiary. Any election of remedies which results in the denial or impairment of the right of a Beneficiary to seek a deficiency judgment against TASL Lenders or any other Person shall not impair Guarantor's obligation to pay upon the full amount insolvency, bankruptcy or reorganization of the Obligations. In the event a Beneficiary shall bid at any foreclosure or trustee's sale or at any private sale permitted by law or the Keep Well, such Beneficiary may bid all or less than the amount of the Obligations and the amount of such bid need not be paid by such Beneficiary but shall be credited against the Obligations. The amount of the successful bid at any such sale, whether a Beneficiary Borrower or any other party is the successful bidderCredit Party or otherwise, shall be conclusively deemed to be the fair market value of the collateral and the difference between all as though such bid amount and the remaining balance of the Obligations shall be conclusively deemed to be the amount of the Obligations guaranteed under this Guaranty, notwithstanding that any present or future law or court decision or ruling may have the effect of reducing the amount of any deficiency claim to which such Beneficiary might otherwise be entitled but for such bidding at any such salepayment had not been made.

Waiver of Subrogation, Etc. (a) If, pursuant to applicable law, Guarantor, by payment or otherwise, becomes subrogated to all or any of the rights of Lender under any of the Beneficiaries or either of them under the Keep WellLoan Documents, the rights of such Beneficiary Lender to which Guarantor shall be subrogated shall be accepted by Guarantor "as is" and without any representation or warranty of any kind by such BeneficiaryLender, express or implied, with respect to the legality, value, validity or enforceability of any of such rights, or the existence, availability, value, merchantability or fitness for any particular purpose of any collateral Collateral and shall be without recourse to such BeneficiaryLender. (b) If a Beneficiary mayLender, under applicable law, proceed proceeds to realize its benefits under any of the Keep Well, Loan Documents giving such Beneficiary Lender a lien Lien upon any collateralCollateral, whether owned by TASL Borrower, Guarantor or by any other Person, either by judicial foreclosure or by non-judicial sale or enforcement, such Beneficiary Lender may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of its rights and remedies under this Guaranty. If, in the exercise of any of its rights and remedies, such Beneficiary shall forfeit Lender forfeits any of its rights or remedies, including its right to enter a deficiency judgment against TASL Borrower or any other Person, whether because of any applicable laws pertaining to "election of remedies" or the like, Guarantor hereby consents to such action by such Beneficiary Lender and waives any claim based upon such action, even if such action by such Beneficiary Lender shall result in a full or partial loss of any rights of subrogation which Guarantor might otherwise have had but for such action by such BeneficiaryLender. Any election of remedies which results in the denial or impairment of the right of a Beneficiary Lender to seek a deficiency judgment against TASL or any other Person Borrower shall not impair Guarantor's obligation to pay the full amount of the ObligationsIndebtedness. In the event a Beneficiary shall bid that Lender bids at any foreclosure or trustee's sale or at any private sale permitted by law or any of the Keep WellLoan Documents, such Beneficiary Lender may bid all or less than the amount of the Obligations Indebtedness and the amount of such bid need not be paid by such Beneficiary Lender but shall be credited against the ObligationsIndebtedness. The amount of the successful bid at any such sale, whether a Beneficiary Lender or any other party is the successful bidder, shall be conclusively deemed to be the fair market value of the subject collateral and the difference between such bid amount and the remaining balance of the Obligations Indebtedness shall be conclusively deemed to be the amount of the Obligations Indebtedness guaranteed under this Guaranty, notwithstanding that any present or future law or court decision or ruling may have the effect of reducing the amount of any deficiency claim to which such Beneficiary Lender might otherwise be entitled but for such bidding at any such sale.

Waiver of Subrogation, Etc. Company hereby waives any claim, right or remedy, direct or indirect, that it now has or may hereafter have against any Borrower or any of its assets in connection with this Section 9 or the performance by Company of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including without limitation (a) Ifany right of subrogation, pursuant to applicable lawreimbursement or indemnification that Company now has or may hereafter have against any Borrower or Subsidiary thereof, Guarantor, by payment or otherwise, becomes subrogated to all or any of the rights of the Beneficiaries or either of them under the Keep Well, the rights of such Beneficiary to which Guarantor shall be subrogated shall be accepted by Guarantor "as is" and without any representation or warranty of any kind by such Beneficiary, express or implied, with respect to the legality, value, validity or enforceability of any of such rights, or the existence, availability, value, merchantability or fitness for any particular purpose of any collateral and shall be without recourse to such Beneficiary. (b) If a Beneficiary mayany right to enforce, under applicable lawor to participate in, proceed to realize its benefits under the Keep Wellany claim, giving such Beneficiary a lien upon any collateral, whether owned by TASL right or by remedy that Collateral Agent or any other PersonGuarantied Party now has or may hereafter have against any Borrower or a Subsidiary thereof, either and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by judicial foreclosure Collateral Agent or by non-judicial sale any other Guarantied Party. In addition, until the Guarantied Obligations shall have been paid in full and the Commitments shall have terminated and all Letters of Credit shall have expired or enforcementbeen cancelled, such Beneficiary may, at its sole option, determine which Company shall withhold exercise of its remedies or rights any right of contribution it may pursue without affecting have against any other guarantor of the Guarantied Obligations as a result of any payment hereunder. Company further agrees that, to the extent the waiver of its rights of subrogation, reimbursement, indemnification and remedies under this Guaranty. Ifcontribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, in the exercise of any of its rights and remedies, such Beneficiary shall forfeit any of its rights or remedies, including its right to enter a deficiency judgment against TASL or any other Person, whether because of any applicable laws pertaining to "election of remedies" or the like, Guarantor hereby consents to such action by such Beneficiary and waives any claim based upon such action, even if such action by such Beneficiary shall result in a full or partial loss of any rights of subrogation which Guarantor might otherwise subrogation, reimbursement or indemnification Company may have had but for such action by such Beneficiary. Any election of remedies which results in the denial against any Borrower thereof or impairment of the right of a Beneficiary to seek a deficiency judgment against TASL any collateral or any other Person shall not impair Guarantor's obligation to pay the full amount of the Obligations. In the event a Beneficiary shall bid at any foreclosure or trustee's sale or at any private sale permitted by law or the Keep Wellsecurity, such Beneficiary may bid all or less than the amount of the Obligations and the amount of such bid need not be paid by such Beneficiary but shall be credited against the Obligations. The amount of the successful bid at any such sale, whether a Beneficiary or rights of contribution Guarantor may have against any such other party is the successful bidderguarantor, shall be conclusively deemed junior and subordinate to any rights Collateral Agent or any Guarantied Party may have against any Borrower or other guarantor, to all right, title and interest Collateral Agent or any Guarantied Party may have in any such collateral or security, and to any right Collateral Agent or any Guarantied Party may have against such other guarantor. If any amount shall be paid to Company on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guarantied Obligations shall not have been paid in full, such amount shall be held in trust for Collateral Agent on behalf of Guarantied Parties and shall forthwith be paid over to Collateral Agent for the benefit of Guarantied Parties to be credited and applied against the fair market value Guarantied Obligations, whether matured or unmatured, in accordance with the terms hereof. Collateral Agent has been appointed to act as Guarantied Party hereunder by Lenders for their benefit and, by their acceptance of the collateral benefits hereof, the holders of any Other Lender Guarantied Obligations. Except as otherwise provided in the next succeeding paragraph, Collateral Agent shall be obligated, and shall have the difference between such bid amount right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action, solely in accordance with this Guaranty and this Agreement; provided that, except as otherwise provided in the remaining balance Intercreditor Agreement, Guarantied Party shall exercise, or refrain from exercising, any remedies hereunder in accordance with the instructions of Requisite Lenders. In furtherance of the Obligations foregoing provisions of this paragraph, each holder of Other Lender Guarantied Obligations, by its acceptance of the benefits hereof, agrees that it shall have no right individually to enforce this SECTION 9, it being understood and agreed by such holder that all rights and remedies hereunder may be exercised solely by Collateral Agent for the benefit of the Guarantied Parties in accordance with the terms of this paragraph. Anything contained in this Guaranty to the contrary notwithstanding, upon and during the effectiveness of the Intercreditor Agreement no Guarantied Party shall be conclusively deemed entitled to be take any action whatsoever to enforce any term or provision of this Guaranty except through the amount Collateral Agent in accordance with the terms of the Obligations guaranteed under this Guaranty, notwithstanding that any present or future law or court decision or ruling may have the effect of reducing the amount of any deficiency claim to which such Beneficiary might otherwise be entitled but for such bidding at any such saleIntercreditor Agreement.

Waiver of Subrogation, Etc. Holdings hereby waives any claim, right or remedy, direct or indirect, that it now has or may hereafter have against any Borrower or any of its assets in connection with this Section 10 or the performance by Holdings of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including without limitation (a) Ifany right of subrogation, pursuant to applicable lawreimbursement or indemnification that Holdings now has or may hereafter have against any Borrower or Subsidiary thereof, Guarantor, by payment or otherwise, becomes subrogated to all or any of the rights of the Beneficiaries or either of them under the Keep Well, the rights of such Beneficiary to which Guarantor shall be subrogated shall be accepted by Guarantor "as is" and without any representation or warranty of any kind by such Beneficiary, express or implied, with respect to the legality, value, validity or enforceability of any of such rights, or the existence, availability, value, merchantability or fitness for any particular purpose of any collateral and shall be without recourse to such Beneficiary. (b) If a Beneficiary mayany right to enforce, under applicable lawor to participate in, proceed to realize its benefits under the Keep Wellany claim, giving such Beneficiary a lien upon any collateral, whether owned by TASL right or by remedy that Administrative Agent or any other PersonGuarantied Party now has or may hereafter have against any Borrower or a Subsidiary thereof, either and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by judicial foreclosure Administrative Agent or by non-judicial sale any other Guarantied Party. In addition, until the Guarantied Obligations shall have been paid in full and the Commitments shall have terminated and all Letters of Credit shall have expired or enforcementbeen cancelled, such Beneficiary may, at its sole option, determine which Holdings shall withhold exercise of its remedies or rights any right of contribution it may pursue without affecting have against any other guarantor of the Guarantied Obligations as a result of any payment hereunder. Holdings further agrees that, to the extent the waiver of its rights of subrogation, reimbursement, indemnification and remedies under this Guaranty. Ifcontribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, in the exercise of any of its rights and remedies, such Beneficiary shall forfeit any of its rights or remedies, including its right to enter a deficiency judgment against TASL or any other Person, whether because of any applicable laws pertaining to "election of remedies" or the like, Guarantor hereby consents to such action by such Beneficiary and waives any claim based upon such action, even if such action by such Beneficiary shall result in a full or partial loss of any rights of subrogation which Guarantor might otherwise subrogation, reimbursement or indemnification Holdings may have had but for such action by such Beneficiary. Any election of remedies which results in the denial against any Borrower thereof or impairment of the right of a Beneficiary to seek a deficiency judgment against TASL any collateral or any other Person shall not impair Guarantor's obligation to pay the full amount of the Obligations. In the event a Beneficiary shall bid at any foreclosure or trustee's sale or at any private sale permitted by law or the Keep Wellsecurity, such Beneficiary may bid all or less than the amount of the Obligations and the amount of such bid need not be paid by such Beneficiary but shall be credited against the Obligations. The amount of the successful bid at any such sale, whether a Beneficiary or rights of contribution Guarantor may have against any such other party is the successful bidderguarantor, shall be conclusively deemed junior and subordinate to any rights Administrative Agent or any Guarantied 143 Party may have against any Borrower or other guarantor, to all right, title and interest Administrative Agent or any Guarantied Party may have in any such collateral or security, and to any right Administrative Agent or any Guarantied Party may have against such other guarantor. If any amount shall be paid to Holdings on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guarantied Obligations shall not have been paid in full, such amount shall be held in trust for Administrative Agent on behalf of Guarantied Parties and shall forthwith be paid over to Administrative Agent for the benefit of Guarantied Parties to be credited and applied against the fair market value Guarantied Obligations, whether matured or unmatured, in accordance with the terms hereof. Administrative Agent has been appointed to act as Guarantied Party hereunder by Lenders for their benefit and, by their acceptance of the collateral benefits hereof, the Hedge Agreement Counterparties. Except as otherwise provided in the next succeeding paragraph, Administrative Agent shall be obligated, and shall have the difference between such bid amount right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action, solely in accordance with this Guaranty and this Agreement; provided that, Guarantied Party shall exercise, or refrain from exercising, any remedies hereunder in accordance with the remaining balance instructions of Requisite Lenders. In furtherance of the Obligations shall be conclusively deemed to be the amount foregoing provisions of this paragraph, each Hedge Agreement Counterparty, by its acceptance of the Obligations guaranteed under benefits hereof, agrees that it shall have no right individually to enforce this GuarantySection 10, notwithstanding it being understood and agreed by such holder that any present or future law or court decision or ruling all rights and remedies hereunder may have be exercised solely by Administrative Agent for the effect benefit of reducing the amount Guarantied Parties in accordance with the terms of any deficiency claim to which such Beneficiary might otherwise be entitled but for such bidding at any such salethis paragraph.