Common use of Waiver; Subrogation Clause in Contracts

Waiver; Subrogation. (a) The Guarantor hereby waives promptness, diligence, notice of acceptance and any other notice with respect to this Guarantee and any requirement that the Trustee, or the Holders of any Debt Securities protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person or any collateral. (b) The Guarantor hereby irrevocably waives any claims or other rights that it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of the Guarantor’s obligations under this Guarantee or the Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Trustee, or the Holders of any Debt Securities against the Issuer or any collateral, 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 Issuer, 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, remedy or right. If any amount shall be paid to the Guarantor in violation of the preceding sentence at any time prior to the cash payment in full of the Obligations and all other amounts payable under this Guarantee, such amount shall be held in trust for the benefit of the Trustee and the Holders of any Debt Securities and shall forthwith be paid to the Trustee, to be credited and applied to the Obligations and all other amounts payable under this Guarantee, whether matured or unmatured, in accordance with the terms of the Indenture and this Guarantee, or be held as collateral for any Obligations or other amounts payable under this Guarantee thereafter arising. The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Guarantee and that the waiver set forth in this Section 4 is knowingly made in contemplation of such benefits.

Waiver; Subrogation. (a) The Guarantor hereby waives promptness, diligence, notice of acceptance and any other notice with respect to this Guarantee and any requirement that the TrusteeJPMCB, as Administrative Agent, or the Holders of any Debt Securities Lender protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Issuer Altria or any other Person or any collateral. (b) The Guarantor hereby irrevocably waives any claims or other rights that it may now or hereafter acquire against the Issuer Altria that arise from the existence, payment, performance or enforcement of the Guarantor’s obligations under this Guarantee or the IndentureCredit Agreement, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the TrusteeJPMCB, as Administrative Agent, or the Holders of any Debt Securities Lender against the Issuer Altria or any collateral, 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 IssuerAltria, 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, remedy or right. If any amount shall be paid to the Guarantor in violation of the preceding sentence at any time prior to the cash payment in full of the Obligations and all other amounts payable under this Guarantee, such amount shall be held in trust for the benefit of the Trustee JPMCB, as Administrative Agent, and the Holders of any Debt Securities Lenders and shall forthwith be paid to the TrusteeJPMCB, as Administrative Agent, to be credited and applied to the Obligations and all other amounts payable under this Guarantee, whether matured or unmatured, in accordance with the terms of the Indenture Credit Agreement and this Guarantee, or be held as collateral for any Obligations or other amounts payable under this Guarantee thereafter arising. The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture Credit Agreement and this Guarantee and that the waiver set forth in this Section 4 4(b) is knowingly made in contemplation of such benefits.

Waiver; Subrogation. (a) The Each Subsidiary Guarantor hereby waives promptness, diligence, presentment, demand of payment, notice of acceptance and any other notice with respect to this its Guarantee and any requirement that the Trustee, or the Holders of any Debt Securities Notes, protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person or any collateral. (b) The Each Subsidiary Guarantor hereby irrevocably waives any claims or other rights that it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of the such Subsidiary Guarantor’s obligations under this Guarantee or the IndentureIndenture (including its Guarantee), including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Trustee, or the Holders of any Debt Securities Notes, against the Issuer or any collateral, 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 Issuer, 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, remedy or right. If any amount shall be paid to the such Subsidiary Guarantor in violation of the preceding sentence at any time prior to the cash payment in full of the Obligations and all other amounts payable under this Guaranteethe Guarantees, such amount shall be held in trust for the benefit of the Trustee and the Holders of any Debt Securities Notes and shall forthwith be paid to the Trustee, to be credited and applied to the Obligations and all other amounts payable under this its Guarantee, whether matured or unmatured, in accordance with the terms of the Indenture and this Guarantee(including the Guarantees), or be held as collateral for any Obligations or other amounts payable under this Guarantee the Guarantees thereafter arising. The Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Guarantee (including its Guarantee) and that the waiver set forth in this Section 4 3.4 is knowingly made in contemplation of such benefits.

Waiver; Subrogation. (a) The Guarantor CSI hereby waives promptness, diligence, notice of acceptance the following events or occurrences: (i) the Lenders heretofore, now or from time to time hereafter making Credit Extensions and any other notice with respect issuing Letters of Credit and otherwise loaning monies or giving or extending credit to or for the benefit of Borrower, whether pursuant to this Guarantee and any requirement that the Trustee, Agreement or the Holders of any Debt Securities protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Issuer Notes or any other Person Loan Document or any collateralamendments, modifications, or supplements thereto, or replacements or extensions thereof; (ii) the Benefited Parties or Borrower heretofore, now or at any time hereafter, obtaining, amending, substituting for, releasing, waiving or modifying this Agreement, the Notes or any other Loan Documents; (iii) presentment, demand, default, non-payment, partial payment and protest; (iv) any Benefited Party heretofore, now or at any time hereafter granting to Borrower (or any other party liable to the Benefited Parties on account of Borrower’s Obligations) or to any other Guarantor any indulgence or extensions of time of payment of Borrower’s Obligations, and (v) any Benefited Party heretofore, now or at any time hereafter accepting from Borrower, any other Guarantor or any other Person, any partial payment or payments on account of Borrower’s Obligations or any collateral securing the payment thereof or Agent settling, subordinating, compromising, discharging or releasing the same. CSI agrees that each Benefited Party may heretofore, now or at any time hereafter do any or all of the foregoing in such manner, upon such terms and at such times as each Benefited Party, in its sole and absolute discretion, deems advisable, without in any way or respect impairing, affecting, reducing or releasing CSI from its Guarantor’s Obligations, and CSI hereby consents to each and all of the foregoing events or occurrences. (b) The Guarantor CSI hereby irrevocably agrees that payment or performance by CSI of the Guarantee made under this Article V may be enforced by Agent on behalf of the Benefited Parties upon demand by Agent to CSI without Agent being required, and CSI expressly waives any claims right it may have to require Agent, to (i) prosecute collection or seek to enforce or resort to any remedies against Borrower or any other rights Guarantor, or (ii) seek to enforce or resort to any remedies with respect to any security interests, Liens or encumbrances granted to Agent by Borrower, any other Guarantor or any other Person on account of Borrower’s Obligations or any Guarantee thereof, IT BEING EXPRESSLY UNDERSTOOD, ACKNOWLEDGED AND AGREED TO BY CSI THAT DEMAND UNDER THIS ARTICLE V MAY BE MADE BY AGENT, AND THE PROVISIONS HEREOF ENFORCED BY AGENT, EFFECTIVE AS OF THE FIRST DATE ANY EVENT OF DEFAULT OCCURS AND IS CONTINUING UNDER THIS AGREEMENT. Neither Agent nor any Lender shall have any obligation to protect, secure or insure any of the foregoing security interests, Liens or encumbrances on the properties or interests in properties subject thereto. (c) CSI further agrees that it may now or hereafter acquire against shall have no right of subrogation (unless and until the Issuer that arise from the existence, payment, performance or enforcement occurrence of the Guarantor’s obligations under this Guarantee Facility Termination Date), reimbursement or the Indentureindemnity, including, without limitation, nor any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right recourse to participate in security for Borrower’s Obligations. This agreement is expressly intended to prevent the existence of any claim or remedy in respect to such reimbursement by CSI against the estate of Borrower within the meaning of Section 101 of the TrusteeBankruptcy Code of the United States, or the Holders and to prevent CSI from constituting a creditor of any Debt Securities against the Issuer or any collateral, whether or not such claim, remedy or right arises Borrower in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account respect of such claim, remedy or rightreimbursement within the meaning of Section 547(b) of the Bankruptcy Code of the United States in the event of a subsequent case involving Borrower. If any an amount shall be paid to the Guarantor in violation CSI on account of the preceding sentence such subrogation rights at any time prior to termination of this Agreement in accordance with the cash payment in full of the Obligations and all other amounts payable under this Guaranteeprovisions herein, such amount shall be held in trust for the benefit of the Trustee and the Holders of any Debt Securities Benefited Parties and shall forthwith be paid to Agent, for the Trusteebenefit of the Benefited Parties, to be credited and applied to the Obligations and all other amounts payable under this Guaranteeupon Guarantor’s Obligations, whether matured or unmatured, in accordance with the terms of the Indenture and this Guarantee, or be held as collateral for any Obligations or other amounts payable under this Guarantee thereafter arising. The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Guarantee and that the waiver set forth in this Section 4 is knowingly made in contemplation of such benefitsAgreement.

Waiver; Subrogation. (a) The Guarantor hereby waives promptness, diligence, notice of acceptance and any other notice with respect to this Guarantee and any requirement that the Trustee, or the Holders of any Debt Securities protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person or any collateral. (b) The Guarantor hereby irrevocably waives any claims or other rights that it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of the Guarantor’s obligations under this Guarantee or the Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Trustee, or the Holders of any Debt Securities against the Issuer or any collateral, 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 Issuer, 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, remedy or right. If any amount shall be paid to the Guarantor in violation of the preceding sentence at any time prior to the cash payment in full of the Obligations and all other amounts payable under this Guarantee, such amount shall be held in trust for the benefit of the Trustee and the Holders of any Debt Securities and shall forthwith be paid to the Trustee, to be credited and applied to the Obligations and all other amounts payable under this Guarantee, whether matured or unmatured, in accordance with the terms of the Indenture and this Guarantee, or be held as collateral for any Obligations or other amounts payable under this Guarantee thereafter arising. The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Guarantee and that the waiver set forth in this Section 4 is knowingly made in contemplation of such benefits.

Waiver; Subrogation. (a) The Each Subsidiary Guarantor hereby waives promptness, diligence, presentment, demand of payment, notice of acceptance and any other notice with respect to this its Guarantee and any requirement that the Trustee, or the Holders of any Debt Securities Notes, protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person or any collateral. (b) The Each Subsidiary Guarantor hereby irrevocably waives any claims or other rights that it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of the such Subsidiary Guarantor’s obligations under the Original Indenture and this Guarantee or the IndentureThirtieth Supplemental Indenture (including its Guarantee), including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Trustee, or the Holders of any Debt Securities Notes, against the Issuer or any collateral, 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 Issuer, 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, remedy or right. If any amount shall be paid to the such Subsidiary Guarantor in violation of the preceding sentence at any time prior to the cash payment in full of the Obligations and all other amounts payable under this Guaranteethe Guarantees, such amount shall be held in trust for the benefit of the Trustee and the Holders of any Debt Securities Notes and shall forthwith be paid to the Trustee, to be credited and applied to the Obligations and all other amounts payable under this its Guarantee, whether matured or unmatured, in accordance with the terms of the Indenture and this Guarantee(including the Guarantees), or be held as collateral for any Obligations or other amounts payable under this Guarantee the Guarantees thereafter arising. The Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Guarantee (including its Guarantee) and that the waiver set forth in this Section 4 3.4 is knowingly made in contemplation of such benefits.

Waiver; Subrogation. (a) The Each Guarantor hereby waives promptness, diligence, notice of the following events or occurrences: (i) the Lender's acceptance and of this Guaranty Agreement; (ii) the Lender's heretofore, now or from time to time hereafter loaning monies or giving or extending credit to or for the benefit of the Borrower, whether pursuant to the Credit Agreement or the Notes or any other notice with respect to this Guarantee and any requirement that the Trusteeamendments, modifications, or supplements thereto, or replacements or extensions thereof; (iii) the Holders of Lender or the Borrower heretofore, now or at any Debt Securities protecttime hereafter, secureobtaining, perfect amending, substituting for, releasing, waiving or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against modifying the Issuer Credit Agreement, the Notes or any other Person Loan Documents; (iv) presentment, demand, notices of default, non-payment, partial payment and protest; (v) the Lender heretofore, now or at any time hereafter granting to the Borrower (or any collateralother party liable to the Lender on account of the Borrower's Liabilities) any indulgence or extensions of time of payment of the Borrower's Liabilities; and (vi) the Lender heretofore, now or at any time hereafter accepting from the Borrower or any other person, any partial payment or payments on account of the Borrower's Liabilities or any collateral securing the payment thereof or the Agent settling, subordinating, compromising, discharging or releasing the same. Each Guarantor agrees that the Lender may heretofore, now or at any time hereafter do any or all of the foregoing in such manner, upon such terms and at such times as the Lender, in its sole and absolute discretion, deems advisable, without in any way or respect impairing, affecting, reducing or releasing such Guarantor from the Guarantors' Obligations, and each Guarantor hereby consents to each and all of the foregoing events or occurrences. (b) The Each Guarantor hereby irrevocably waives agrees that payment or performance by such Guarantor of the Guarantors' Obligations under this Guaranty Agreement may be enforced by the Lender upon demand by the Lender to such Guarantor without the Lender being required, each Guarantor expressly waiving any claims or other rights that right it may now have to require the Lender, to (i) prosecute collection or hereafter acquire seek to enforce or resort to any remedies against the Issuer that arise from the existence, payment, performance Borrower or enforcement any other Guarantor or any other guarantor of the Guarantor’s obligations under Borrower's Liabilities, IT BEING EXPRESSLY UNDERSTOOD, ACKNOWLEDGED AND AGREED TO BY EACH GUARANTOR THAT DEMAND UNDER THIS GUARANTY AGREEMENT MAY BE MADE BY THE LENDER, AND THE PROVISIONS HEREOF ENFORCED BY THE LENDER, EFFECTIVE AS OF THE FIRST DATE ANY EVENT OF DEFAULT OCCURS AND IS CONTINUING UNDER THE CREDIT AGREEMENT, or (ii) seek to enforce or resort to any remedies with respect to any security interests, Liens or encumbrances granted to the Lender by the Borrower or any other Person on account of the Borrower's Liabilities or any guaranty thereof. The Lender shall not have any obligation to protect, secure or insure any of the foregoing security interests, Liens or encumbrances on the properties or interests in properties subject thereto. The Guarantors' Obligations shall in no way be impaired, affected, reduced, or released by reason of the Lender's failure or delay to do or take any of the acts, actions or things described in this Guarantee or the Indenture, Guaranty Agreement including, without limitationlimiting the generality of the foregoing, those acts, actions and things described in this Section 9. (c) Each Guarantor further agrees that to the extent the ruling in Levix x. Ixxxxxxxx Xxxd Xxxancial Corp. (In re V.N. Deprxxxx Xxxstruction Co.), 874 F.2d 1186 (7th Cir. 1989), is found applicable by a court of competent jurisdiction to the transactions contemplated by the Loan Documents or any payments thereunder, no Guarantor shall have any right of subrogation, reimbursementreimbursement or indemnity, exoneration, contribution or indemnification and nor any right of recourse to participate in security for the Borrower's Liabilities. This waiver is expressly intended to prevent the existence of any claim or remedy in respect to such reimbursement by the Guarantor against the estate of Borrower within the meaning of Section 101 of the TrusteeBankruptcy Code, or and to prevent the Holders Guarantor from constituting a creditor of any Debt Securities against the Issuer or any collateral, whether or not such claim, remedy or right arises Borrower in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account respect of such claim, remedy or right. If any amount shall be paid to reimbursement within the Guarantor in violation meaning of Section 547(b) of the preceding sentence at any time prior to Bankruptcy Code in the cash payment in full event of a subsequent case involving the Obligations and all other amounts payable under this Guarantee, such amount shall be held in trust for the benefit of the Trustee and the Holders of any Debt Securities and shall forthwith be paid to the Trustee, to be credited and applied to the Obligations and all other amounts payable under this Guarantee, whether matured or unmatured, in accordance with the terms of the Indenture and this Guarantee, or be held as collateral for any Obligations or other amounts payable under this Guarantee thereafter arising. The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Guarantee and that the waiver set forth in this Section 4 is knowingly made in contemplation of such benefitsBorrower.

Waiver; Subrogation. (a) The Guarantor hereby waives promptness, diligence, notice of acceptance and any other notice with respect to this Guarantee and any requirement that the TrusteeJPMCB, as Administrative Agent, or the Holders of any Debt Securities Lender protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Issuer Altria or any other Person or any collateral. (b) The Guarantor hereby irrevocably waives any claims or other rights that it may now or hereafter acquire against the Issuer Altria that arise from the existence, payment, performance or enforcement of the Guarantor’s obligations under this Guarantee or the IndentureTerm Loan Agreement, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the TrusteeJPMCB, as Administrative Agent, or the Holders of any Debt Securities Lender against the Issuer Altria or any collateral, 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 IssuerAltria, 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, remedy or right. If any amount shall be paid to the Guarantor in violation of the preceding sentence at any time prior to the cash payment in full of the Obligations and all other amounts payable under this Guarantee, such amount shall be held in trust for the benefit of the Trustee JPMCB, as Administrative Agent, and the Holders of any Debt Securities Lenders and shall forthwith be paid to the TrusteeJPMCB, as Administrative Agent, to be credited and applied to the Obligations and all other amounts payable under this Guarantee, whether matured or unmatured, in accordance with the terms of the Indenture Term Loan Agreement and this Guarantee, or be held as collateral for any Obligations or other amounts payable under this Guarantee thereafter arising. The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture Term Loan Agreement and this Guarantee and that the waiver set forth in this Section 4 4(b) is knowingly made in contemplation of such benefits.

Waiver; Subrogation. (a) The Guarantor hereby waives promptness, diligence, notice of the following events or occurrences: (i) the Agent's (or any Lender's) acceptance and of this Guaranty Agreement; (ii) any other notice with respect Series A Lender's heretofore, now or from time to this Guarantee and time hereafter, making any requirement that advances to the TrusteeBorrower whether pursuant to the Credit Agreement or any Series A Note, or any amendments, modifications, restatements or supplements thereto, or replacements or extensions thereof; (iii) the Holders of any Debt Securities protectBorrower, secure, perfect or insure any security interest or lien the Agent or any property subject thereto Lender heretofore, now or exhaust at any right time hereafter, obtaining, amending, substituting for, releasing, waiving or take modifying the Credit Agreement, any action against the Issuer Series A Note or any other Person Operative Agreements; (iv) presentment, demand, notices of default, non-payment, partial payment and protest; (v) the Agent (or any collateralLender) heretofore, now or at any time hereafter, granting to the Borrower (or any other party liable to the Lessor on account of the Borrower's Liabilities) any indulgence or extensions of time of payment of the Borrower's Liabilities; and (vi) the Borrower heretofore, now or at any time hereafter, accepting from the Agent (or any Lender) or any other person, any partial payment or payments on account of the Borrower's Liabilities or any collateral securing the payment thereof or the Agent (or any Lender) settling, subordinating, compromising, discharging or releasing the same. The Guarantor agrees that the Agent (or any Lender) may heretofore, now or at any time hereafter do any or all of the foregoing in such manner, upon such terms and at such times as the Agent (or any Lender), in its sole and absolute discretion, deems advisable, without in any way or respect impairing, affecting, reducing or releasing the Guarantor from the Guarantor's Obligations, and the Guarantor hereby consents to each and all of the foregoing events or occurrences. (b) The Guarantor hereby irrevocably waives any claims agrees that payment or other rights that it may now or hereafter acquire against performance by the Issuer that arise from the existence, payment, performance or enforcement Guarantor of the Guarantor’s obligations 's Obligations under this Guarantee Guaranty Agreement may be enforced by the Agent upon demand by the Agent to the Guarantor without the Agent being required, the Guarantor expressly waiving any right it may have to require the Agent, to (i) prosecute collection or seek to enforce or resort to any remedies against the Lessee, the Borrower or the IndentureGuarantor or any other guarantor of the Lessee's Liabilities, IT BEING EXPRESSLY UNDERSTOOD, ACKNOWLEDGED AND AGREED TO BY THE GUARANTOR THAT DEMAND UNDER THIS GUARANTY AGREEMENT MAY BE MADE BY THE AGENT, AND THE PROVISIONS HEREOF ENFORCED BY THE AGENT, EFFECTIVE AS OF THE FIRST DATE ANY EVENT OF DEFAULT OCCURS AND IS CONTINUING, or (ii) seek to enforce or resort to any remedies with respect to any security interests, Liens or encumbrances granted to the Agent by the Borrower or any other Person on account of the Lessee's Liabilities or any guaranty thereof. The Agent shall not have any obligation to protect, secure or insure any of the foregoing security interests, Liens or encumbrances on the properties or interests in properties subject thereto. The Guarantor's Obligations shall in no way be impaired, affected, reduced, or released by reason of the Agent's failure or delay to do or take any of the acts, actions or things described in this Guaranty Agreement including, without limitationlimiting the generality of the foregoing, those acts, actions and things described in this Section 10. (c) The Guarantor further agrees with respect to this Guaranty Agreement that, until the Borrower's Liabilities have been paid in full and the Lenders and the Holders have no further obligation to make any Loan or Holder Advance, the Guarantor shall have no right of subrogation, reimbursementreimbursement or indemnity, exoneration, contribution or indemnification and nor any right of recourse to participate in security for the Borrower's Liabilities. This waiver is expressly intended to prevent the existence of any claim or remedy in respect to such reimbursement by the Guarantor against the estate of Borrower within the meaning of Section 101 of the TrusteeBankruptcy Code, or and to prevent the Holders Guarantor from constituting a creditor of any Debt Securities against the Issuer or any collateral, whether or not such claim, remedy or right arises Borrower in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account respect of such claim, remedy or right. If any amount shall be paid to reimbursement within the Guarantor in violation meaning of Section 547(b) of the preceding sentence Bankruptcy Code in the event of a subsequent case involving the Lessee. (d) Any claim or claims that the Agent may at any time prior hereafter have against the Guarantor under this Guaranty Agreement may be asserted by the Agent by written notice directed to the cash payment in full of the Obligations and all other amounts payable under this Guarantee, such amount shall be held in trust for the benefit of the Trustee and the Holders of any Debt Securities and shall forthwith be paid to the Trustee, to be credited and applied to the Obligations and all other amounts payable under this Guarantee, whether matured or unmatured, in accordance with the terms of the Indenture and this Guarantee, or be held as collateral for any Obligations or other amounts payable under this Guarantee thereafter arising. The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Guarantee and that the waiver set forth in this Section 4 is knowingly made in contemplation of such benefitsGuarantor.

Waiver; Subrogation. (a) The Guarantor hereby waives promptness, diligence, presentment, demand of payment, notice of acceptance and any other notice with respect to this Guarantee and any requirement that the Trustee, or the Holders of any Debt Securities protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person person or any collateral. (b) The Guarantor hereby irrevocably waives any claims or other rights that it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of the Guarantor’s obligations under this Guarantee or the Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Trustee, or the Holders of any Debt Securities against the Issuer or any collateral, 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 Issuer, 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, remedy or right. If any amount shall be paid to the Guarantor in violation of the preceding sentence at any time prior to the cash payment in full of the Obligations and all other amounts payable under this Guarantee, such amount shall be held in trust for the benefit of the Trustee and the Holders of any Debt Securities and shall forthwith be paid to the Trustee, to be credited and applied to the Obligations and all other amounts payable under this Guarantee, whether matured or unmatured, in accordance with the terms of the Indenture and this Guarantee, or be held as collateral for any Obligations or other amounts payable under this Guarantee thereafter arising. The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Guarantee and that the waiver set forth in this Section 4 is knowingly made in contemplation of such benefits.

Waiver; Subrogation. (a) The Each Guarantor hereby waives promptness, diligence, notice of the following events or occurrences: (i) the Agent's acceptance and any other notice with respect to of this Guarantee and any requirement that Guaranty Agreement; (ii) the TrusteeLenders' heretofore, or the Holders of any Debt Securities protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person or any collateral. (b) The Guarantor hereby irrevocably waives any claims or other rights that it may now or from time to time hereafter acquire against the Issuer that arise from the existence, payment, performance loaning monies or enforcement of the Guarantor’s obligations under this Guarantee giving or the Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution extending credit to or indemnification and any right to participate in any claim or remedy of the Trustee, or the Holders of any Debt Securities against the Issuer or any collateral, 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 Issuer, 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, remedy or right. If any amount shall be paid to the Guarantor in violation of the preceding sentence at any time prior to the cash payment in full of the Obligations and all other amounts payable under this Guarantee, such amount shall be held in trust for the benefit of the Trustee and the Holders of any Debt Securities and shall forthwith be paid Borrower, whether pursuant to the TrusteeCredit Agreement or the Notes or any amendments, modifications, or additions thereto, or alterations, substitutions, refinancings or extensions thereof; (iii) the Agent, the Co-Agents, the Lenders or the Borrower heretofore, now or at any time or times hereafter, obtaining, amending, substituting for, releasing, waiving or modifying the Credit Agreement, the Notes or any other Loan Documents; (iv) presentment, demand, notices of default, non-payment, partial payment and protest; (v) the Agent, the Co- Agents or the Lenders heretofore, now or at any time or times hereafter granting to the Borrower (or any other party liable to the Lenders on account of the Borrower's Liabilities) any indulgence or extensions of time of payment of the Borrower's Liabilities; and (vi) the Agent or the Lenders heretofore, now or at any time or times hereafter accepting from the Borrower or any other Person, any partial payment or payments on account of the Borrower's Liabilities or any collateral securing the payment thereof or the Agent settling, subordinating, compromising, discharging or releasing the same. Each Guarantor agrees that the Agent, the Co-Agents and each Lender may heretofore, now or at any time or times hereafter do any or all of the foregoing events or occurrences in such manner, upon such terms and at such times as the Agent, the Co-Agents and each Lender, in its sole and absolute discretion, deems advisable, without in any way or respect impairing, affecting, reducing or releasing such Guarantor from the Guarantor's Obligations, and each Guarantor hereby consents to each and all of the foregoing events or occurrences. Each Guarantor hereby agrees that payment or performance by such Guarantor of the Guarantor's Obligations under this Guaranty Agreement may be enforced by the Agent on behalf of the Lenders upon demand by the Agent to such Guarantor without the Agent being required, each Guarantor expressly waiving any right it may have to require the Agent, to be credited and applied (i) prosecute collection or seek to enforce or resort to any remedies against the Borrower or any other guarantor of the Borrower's Liabilities, IT BEING EXPRESSLY UNDERSTOOD, ACKNOWLEDGED AND AGREED TO BY EACH GUARANTOR THAT DEMAND UNDER THIS GUARANTY AGREEMENT MAY BE MADE BY THE AGENT, AND THE PROVISIONS HEREOF ENFORCED BY THE AGENT, EFFECTIVE AS OF THE FIRST DATE ANY EVENT OF DEFAULT OCCURS AND IS CONTINUING UNDER THE CREDIT AGREEMENT, or (ii) seek to enforce or resort to any remedies with respect to any security interests, liens or encumbrances granted to the Obligations and all Agent by the Borrower or any other amounts payable under this Guarantee, whether matured or unmatured, in accordance with the terms Person on account of the Indenture and this GuaranteeBorrower's Liabilities or any guaranty thereof. Neither the Agent nor any Lender shall have any obligation to protect, secure or insure any of the foregoing security interests, liens or encumbrances on the properties or interests in properties subject thereto. The Guarantor's Obligations shall in no way be impaired, affected, reduced, or be held as collateral for released by reason of the Agent, any Obligations Co-Agent or other amounts payable under any Lender's failure or delay to do or take any of the acts, actions or things described in this Guarantee thereafter arising. The Guarantor acknowledges that it will receive direct Guaranty Agreement including, without limiting the generality of the foregoing, those acts, actions and indirect benefits from the financing arrangements contemplated by the Indenture and this Guarantee and that the waiver set forth things described in this Section 4 8. Each Guarantor further agrees with respect to this Guaranty Agreement that such Guarantor shall have no right of subrogation, reimbursement or indemnity whatsoever, nor any right of recourse to security for the Borrower's Liabilities. In addition, each Guarantor hereby waives and renounces any and all rights it has or may have for subrogation, indemnity, reimbursement or contribution against the Borrower for amounts paid under this Guaranty Agreement. This waiver is knowingly made expressly intended to prevent the existence of any claim in contemplation respect to such reimbursement by any Guarantor against the estate of the Borrower within the meaning of Section 101 of the United States Bankruptcy Code, and to prevent each Guarantor from constituting a creditor of the Borrower in respect of such benefitsreimbursement within the meaning of Section 547(b) of the United States Bankruptcy Code in the event of a subsequent case involving the Borrower.

Waiver; Subrogation. (a) The Each Guarantor hereby waives promptness, diligence, notice of the following events or occurrences: (i) the Agent's acceptance and of this Guaranty Agreement; (ii) the Lenders' heretofore, now or from time to time hereafter loaning monies or giving or extending credit to or for the benefit of the Borrower, whether pursuant to the Credit Agreement or the Notes or any other notice with respect to this Guarantee and any requirement that the Trusteeamendments, modifications, or supplements thereto, or replacements or extensions thereof; (iii) the Holders of Agent, the Lenders or the Borrower heretofore, now or at any Debt Securities protecttime hereafter, secureobtaining, perfect amending, substituting for, releasing, waiving or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against modifying the Issuer Credit Agreement, the Notes or any other Person Loan Documents; (iv) presentment, demand, default, non-payment, partial payment and protest; (v) the Agent or the Lenders heretofore, now or at any time hereafter granting to the Borrower (or any collateralother party liable to the Lenders on account of the Borrower's Liabilities) any indulgence or extensions of time of payment of the Borrower's Liabilities; and (vi) the Agent or the Lenders heretofore, now or at any time hereafter accepting from the Borrower, any other Guarantor, any other guarantor of the Borrower's Liabilities or any other Person, any partial payment or payments on account of the Borrower's Liabilities or any collateral securing the payment thereof or the Agent settling, subordinating, compromising, discharging or releasing the same. Each Guarantor agrees that the Agent and each Lender may heretofore, now or at any time hereafter do any or all of the foregoing in such manner, upon such terms and at such times as the Agent and each Lender, in its sole and absolute discretion, deems advisable, without in any way or respect impairing, affecting, reducing or releasing such Guarantor from the Guarantors' Obligations, and each Guarantor hereby consents to each and all of the foregoing events or occurrences. (b) The Each Guarantor hereby irrevocably waives agrees that payment or performance by such Guarantor of the Guarantors' Obligations under this Guaranty Agreement may be enforced by the Agent on behalf of the Lenders upon demand by the Agent to such Guarantor without the Agent being required, such Guarantor expressly waiving any claims or other rights that right it may now have to require the Agent, to (i) prosecute collection or hereafter acquire seek to enforce or resort to any remedies against the Issuer that arise from the existence, payment, performance Borrower or enforcement any other Guarantor or any other guarantor of the Guarantor’s obligations under Borrower's Liabilities, IT BEING EXPRESSLY UNDERSTOOD, ACKNOWLEDGED AND AGREED TO BY SUCH GUARANTOR THAT DEMAND UNDER THIS GUARANTY AGREEMENT MAY BE MADE BY THE AGENT, AND THE PROVISIONS HEREOF ENFORCED BY THE AGENT, EFFECTIVE AS OF THE FIRST DATE ANY EVENT OF DEFAULT OCCURS AND IS CONTINUING UNDER THE CREDIT AGREEMENT, or (ii) seek to enforce or resort to any remedies with respect to any security interests, Liens or encumbrances granted to the Agent by the Borrower, any other Guarantor or any other Person on account of the Borrower's Liabilities or any guaranty thereof. Neither the Agent nor any Lender shall have any obligation to protect, secure or insure any of the foregoing security interests, Liens or encumbrances on the properties or interests in properties subject thereto. The Guarantors' Obligations shall in no way be impaired, affected, reduced, or released by reason of the Agent's or any Lender's failure or delay to do or take any of the acts, actions or things described in this Guarantee or the Indenture, Guaranty including, without limitationlimiting the generality of the foregoing, any those acts, actions and things described in this Section 8. (c) Each Guarantor further agrees with respect to this Guaranty that such Guarantor shall have no right of subrogation, reimbursementreimbursement or indemnity, exoneration, contribution or indemnification and nor any right of recourse to participate in any claim or remedy of the Trustee, or the Holders of any Debt Securities against the Issuer or any collateral, 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 Issuer, 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, remedy or right. If any amount shall be paid to the Guarantor in violation of the preceding sentence at any time prior to the cash payment in full of the Obligations and all other amounts payable under this Guarantee, such amount shall be held in trust for the benefit of Borrower's Liabilities until the Trustee and the Holders of any Debt Securities and shall forthwith be paid to the Trustee, to be credited and applied to the Obligations and all other amounts payable under this Guarantee, whether matured or unmatured, in accordance with the terms of the Indenture and this Guarantee, or be held as collateral for any Obligations or other amounts payable under this Guarantee thereafter arising. The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Guarantee and that the waiver set forth in this Section 4 is knowingly made in contemplation of such benefitsFacility Termination Date.

Waiver; Subrogation. (a) The Guarantor hereby waives promptnessnotice of the following events or occurrences: (i) the Lender's acceptance of this Guaranty Agreement; (ii) the Lender heretofore, diligencenow or from time to time hereafter loaning monies or giving or extending credit to or for the benefit of the Company, whether pursuant to the Notes or any amendments, modifications, or supplements thereto, or replacements or extensions thereof; (iii) the Lender or the Company heretofore, now or at any time hereafter, obtaining, amending, substituting for, releasing, waiving or modifying the Notes; (iv) presentment, demand, notices of default, non-payment, partial payment, notice of acceptance and dishonor, suit, protest or taking other action by the Lender; (v) the Lender heretofore, now or at any other notice with respect time hereafter granting to this Guarantee and any requirement that the Trustee, or the Holders of any Debt Securities protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Issuer Company (or any other Person party liable to the Lender on account of the Liabilities) any indulgence or extensions of time of payment of the Liabilities; and (vi) the Lender heretofore, now or at any time hereafter accepting from the Company or any collateralother person, any partial payment or payments on account of the Liabilities or any collateral securing the payment thereof or the Lender settling, subordinating, compromising, discharging or releasing the same. The Guarantor agrees that the Lender may heretofore, now or at any time hereafter do any or all of the foregoing in such manner, upon such terms and at such times as the Lender, in its sole and absolute discretion, deems advisable, without in any way or respect impairing, affecting, reducing or releasing such Guarantor from the Guarantor's Obligations, and the Guarantor hereby consents to each and all of the foregoing events or occurrences. (b) The Guarantor hereby irrevocably waives any claims agrees that payment or other rights that it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement by such Guarantor of the Guarantor’s obligations 's Obligations under this Guarantee Guaranty Agreement may be enforced by the Lender upon demand by the Lender to such Guarantor without the Lender being required, the Guarantor expressly waiving any right it may have to require the Lender, to prosecute collection or seek to enforce or resort to any remedies against the IndentureCompany, IT BEING EXPRESSLY UNDERSTOOD, ACKNOWLEDGED AND AGREED TO BY THE GUARANTOR THAT DEMAND UNDER THIS GUARANTY AGREEMENT MAY BE MADE BY THE LENDER, AND THE PROVISIONS HEREOF ENFORCED BY THE LENDER, EFFECTIVE AS OF THE FIRST DATE ANY EVENT OF DEFAULT OCCURS AND IS CONTINUING UNDER THE NOTES. The Guarantor's Obligations shall in no way be impaired, affected, reduced, or released by reason of the Lender's failure or delay to do, take or enforce any of the acts, actions or things described in this Guaranty including, without limitationlimiting the generality of the foregoing, any those acts, actions and things described in this Section 9. (c) The Guarantor further agrees with respect to this Guaranty that such Guarantor shall have no right of subrogation, reimbursement, exoneration, contribution reimbursement or indemnification and any right to participate in any claim or remedy indemnity until such time as all of the TrusteeCompany's Liabilities have been fully, or the Holders of any Debt Securities against the Issuer or any collateral, whether or not such claim, remedy or right arises finally and indefeasibly paid in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer, 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, remedy or right. If any amount shall be paid to the Guarantor in violation of the preceding sentence at any time prior to the cash payment in full of the Obligations and all other amounts payable under this Guarantee, such amount shall be held in trust for the benefit of the Trustee and the Holders of any Debt Securities and shall forthwith be paid to the Trustee, to be credited and applied to the Obligations and all other amounts payable under this Guarantee, whether matured or unmatured, in accordance with the terms of the Indenture and this Guarantee, or be held as collateral for any Obligations or other amounts payable under this Guarantee thereafter arising. The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Guarantee and that the waiver set forth in this Section 4 is knowingly made in contemplation of such benefitsfull.

Waiver; Subrogation. (a) The Each Cross-Guarantor hereby waives promptness, diligence, notice of acceptance any right (except as shall be required by applicable statute and cannot be waived) to require Lender to (i) proceed against any Borrower or any other notice with respect to this Guarantee and any requirement that the Trusteeparty, or the Holders of any Debt Securities protect, secure, perfect or insure any security interest or lien or any property subject thereto (ii) proceed against or exhaust any right or take security held from any action against the Issuer Borrower or any other Person party or (iii) pursue any other remedy in Lender's power whatsoever. Each Cross-Guarantor waives any defense based on or arising out of any defense of any Borrower or any collateral. (b) The Guarantor hereby irrevocably waives any claims or other rights that it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement party other than payment in full of the Guarantor’s obligations under this Guarantee or the Indentureindebtedness, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution defense based on or indemnification and any right to participate in any claim or remedy arising out of the Trusteedisability of any Borrower or any other party, or the Holders unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Debt Securities against Borrower other than payment in full of the Issuer indebtedness. Lender may, at its election, foreclose on any security held by it by one or any collateralmore judicial or non-judicial sales, whether or not every aspect of any such claimsale is commercially reasonable (to the extent such sale is permitted by applicable law), or exercise any other right or remedy the Lender may have against any Borrower or any other party, or any security, without affecting or impairing in any way the liability of any Cross-Guarantor hereunder except to the extent the indebtedness has been paid. Each Cross-Guarantor waives any defense arising out of any such election by Lender, even though such election operates to impair or extinguish any right arises in equity of reimbursement or under contractsubrogation or other right or remedy of such Cross-Guarantor against any Borrower or any other party or any security. (b) Each Cross-Guarantor waives all presentments, statute or common lawdemands for performance, protests and notices, including, without limitation, the right to take or receive from the Issuernotices of nonperformance, directly or indirectlynotice of protest, in cash or other property or by setnotices of dishonor, notices of acceptance of this Cross-off or in any other mannerGuaranty, payment or security on account of such claim, remedy or right. If any amount shall be paid to the Guarantor in violation and notices of the preceding sentence existence, creation or incurring of new or additional indebtedness. Each Cross-Guarantor assumes all responsibility for being and keeping itself informed of each Borrower's financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the indebtedness and the nature, scope and extent of the risks which such Cross-Guarantor assumes and incurs hereunder, and agrees that Lender shall have no duty to advise such Cross-Guarantor of information known to it regarding such circumstances or risks. (c) Each Cross-Guarantor hereby agrees that it will not exercise any rights of subrogation that it may at any time prior have as a result of this Cross-Guaranty, or otherwise (whether contractual, under Section 509 of the U.S. Bankruptcy Code, or otherwise) to the cash payment in full claims of Lender against any Borrower, and all contractual, statutory or common law rights of reimbursement, contribution or indemnity from any other party which it may at any time otherwise have as a result of this Cross-Guaranty until such time as the Obligations Revolving Loans and all other amounts payable Obligations hereunder and under this Guaranteeeach Loan Document shall have been fully paid and performed and Lender's commitment to make Revolving Loans hereunder has been terminated. Each Cross-Guarantor hereby further agrees not to exercise any right to enforce any other remedy which Lender now has or may hereafter have against any other party, such amount shall be held in trust any endorser or any other guarantor of all or any part of the indebtedness of any Borrower and any benefit of, and any right to participate in, any security or collateral given to of for the benefit of Lender to secure payment of the Trustee and the Holders Obligations of any Debt Securities and shall forthwith be paid to Borrower until such time as the Trustee, to be credited and applied to the Obligations Revolving Loans and all other amounts payable Obligations are paid in full, Lenders commitment to make Revolving Loans hereunder is terminated and all other Obligations hereunder and under the other Loan Documents are performed in full. (d) Any and all present and future debts and obligations of each Borrower to any Cross-Guarantor is hereby postponed in favor of, and subordinated until the payment and performance of, any and all present and future debts and obligations of each Borrower to Lender, including, without limitation, all of the Obligations under this GuaranteeAgreement, whether matured or unmatured, in accordance with the terms of Note and the Indenture and this Guarantee, or be held as collateral for any Obligations or other amounts payable under this Guarantee thereafter arising. The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Guarantee and that the waiver set forth in this Section 4 is knowingly made in contemplation of such benefitsLoan Documents.

Waiver; Subrogation. (a) The Each Guarantor hereby waives promptness, diligence, notice of the following events or occurrences: (i) the Trustee's acceptance and of this Guaranty Agreement; (ii) the Holders' heretofore, now or from time to time hereafter loaning monies or giving or extending credit to or for the benefit of the Company, whether pursuant to the Note Indenture or the Notes or any other notice with respect to this Guarantee and any requirement that amendments, modifications, or supplements thereto, or replacements or extensions thereof; (iii) the Trustee, the Holders or the Company heretofore, now or at any time hereafter, obtaining, amending, substituting for, releasing, waiving or modifying the Note Indenture, the Notes or any other Financing Documents; (iv) presentment, demand, notices of default, non-payment, partial payment and protest; (v) the Trustee or the Holders of heretofore, now or at any Debt Securities protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against time hereafter granting to the Issuer Company (or any other Person party liable to the Holders on account of the Company's Liabilities) any indulgence or extensions of time of payment of the Company's Liabilities; and (vi) the Trustee or the Holders heretofore, now or at any time hereafter accepting from the Company or any collateralother person, any partial payment or payments on account of the Company's Liabilities or any collateral securing the payment thereof or the Trustee settling, subordinating, compromising, discharging or releasing the same. Each Guarantor agrees that the Trustee and each Holder may heretofore, now or at any time hereafter do any or all of the foregoing in such manner, upon such terms and at such times as the Trustee or any Holder, in its sole and absolute discretion, deems advisable, without in any way or respect impairing, affecting, reducing or releasing such Guarantor from the Guarantors' Obligations, and each Guarantor hereby consents to each and all of the foregoing events or occurrences. (b) The Each Guarantor hereby irrevocably waives agrees that payment or performance by such Guarantor of the Guarantors' Obligations under this Guaranty Agreement may be enforced by the Trustee on behalf of the Guaranty Parties upon demand by the Trustee or by the Required Holders, to such Guarantor without such person being required, each Guarantor expressly waiving any claims or other rights that right it may now have to require such person, to prosecute collection or hereafter acquire seek to enforce or resort to any remedies against the Issuer that arise from the existence, payment, performance Company or enforcement any other Guarantor or any other guarantor of the Guarantor’s obligations Company's Liabilities, it being expressly understood, acknowledged and agreed to by each Guarantor that demand under this Guarantee Guaranty Agreement may be made by the Trustee, or by the Required Holders, and the provisions hereof enforced by such person, effective as of the first date any Event of Default occurs and is continuing under the Note Indenture. The Guarantors' Obligations shall in no way be impaired, affected, reduced, or released by reason of the Trustee's or any Holder's failure or delay to do or take any of the acts, actions or things described in this Guaranty Agreement including, without limitationlimiting the generality of the foregoing, any those acts, actions and things described in this Section 8. (c) Each Guarantor further agrees with respect to this Guaranty Agreement that it shall have no right of subrogation, reimbursementreimbursement or indemnity, exoneration, contribution or indemnification and nor any right of recourse to participate in security for the Company's Liabilities. This waiver is expressly intended to prevent the existence of any claim or remedy in respect to such reimbursement by the Guarantor against the estate of Company within the meaning of Section 101 of the TrusteeBankruptcy Code, or and to prevent the Holders Guarantor from constituting a creditor of any Debt Securities against the Issuer or any collateral, whether or not such claim, remedy or right arises Company in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account respect of such claim, remedy or right. If any amount shall be paid to reimbursement within the Guarantor in violation meaning of Section 547(b) of the preceding sentence at any time prior to Bankruptcy Code in the cash payment in full event of a subsequent case involving the Obligations and all other amounts payable under this Guarantee, such amount shall be held in trust for the benefit of the Trustee and the Holders of any Debt Securities and shall forthwith be paid to the Trustee, to be credited and applied to the Obligations and all other amounts payable under this Guarantee, whether matured or unmatured, in accordance with the terms of the Indenture and this Guarantee, or be held as collateral for any Obligations or other amounts payable under this Guarantee thereafter arising. The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Guarantee and that the waiver set forth in this Section 4 is knowingly made in contemplation of such benefitsCompany.

Waiver; Subrogation. (a) The Each Guarantor hereby waives promptness, diligence, notice of the following events or occurrences: (i) the Agent's acceptance of this Guaranty Agreement; (ii) the Lenders' heretofore, now or from time to time hereafter making Loans and any other notice with respect issuing Letters of Credit and otherwise loaning monies or giving or extending credit to this Guarantee and any requirement that or for the Trusteebenefit of the Borrower, whether pursuant to the Credit Agreement or the Holders of any Debt Securities protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Issuer Notes or any other Person Loan Document or any collateralamendments, modifications, or supplements thereto, or replacements or extensions thereof; (iii) the Secured Parties or the Borrower heretofore, now or at any time hereafter, obtaining, (vi) any Secured Party heretofore, now or at any time hereafter accepting from the Borrower, any other Guarantor, any other guarantor of the Borrower's Liabilities or any other Person, any partial payment or payments on account of the Borrower's Liabilities or any collateral securing the payment thereof or the Agent settling, subordinating, compromising, discharging or releasing the same. Each Guarantor agrees that each Secured Party may heretofore, now or at any time hereafter do any or all of the foregoing in such manner, upon such terms and at such times as each Secured Party, in its sole and absolute discretion, deems advisable, without in any way or respect impairing, affecting, reducing or releasing such Guarantor from the Guarantors' Obligations, and each Guarantor hereby consents to each and all of the foregoing events or occurrences. (b) The Each Guarantor hereby irrevocably waives agrees that payment or performance by such Guarantor of the Guarantors' Obligations under this Guaranty Agreement may be enforced by the Agent on behalf of the Lenders upon demand by the Agent to such Guarantor without the Agent being required, such Guarantor expressly waiving any claims or other rights that right it may now have to require the Agent, to (i) prosecute collection or hereafter acquire seek to enforce or resort to any remedies against the Issuer that arise from the existence, payment, performance Borrower or enforcement any other Guarantor or any other guarantor of the Guarantor’s obligations under Borrower's Liabilities, or (ii) seek to enforce or resort to any remedies with respect to any security interests, Liens or encumbrances granted to the Agent by the Borrower, any other Guarantor or any other Person on account of the Borrower's Liabilities or any guaranty thereof, IT BEING EXPRESSLY UNDERSTOOD, ACKNOWLEDGED AND AGREED TO BY SUCH GUARANTOR THAT DEMAND UNDER THIS GUARANTY AGREEMENT MAY BE MADE BY THE AGENT, AND THE PROVISIONS HEREOF ENFORCED BY THE AGENT, EFFECTIVE AS OF THE FIRST DATE ANY EVENT OF DEFAULT OCCURS AND IS CONTINUING UNDER THE CREDIT AGREEMENT. Neither the Agent nor any Lender shall have any obligation to protect, secure or insure any of the foregoing security interests, Liens or encumbrances on the properties or interests in properties subject thereto. The Guarantors' Obligations shall in no way be impaired, affected, reduced, or released by reason of any Secured Party's failure or delay to do or take any of the acts, actions or things described in this Guarantee or the Indenture, Guaranty including, without limitationlimiting the generality of the foregoing, any those acts, actions and things described in this SECTION 7. (c) Each Guarantor further agrees with respect to this Guaranty that such Guarantor shall have no right of subrogation, reimbursementreimbursement or indemnity, exoneration, contribution or indemnification and nor any right of recourse to participate in any claim or remedy of the Trustee, or the Holders of any Debt Securities against the Issuer or any collateral, 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 Issuer, 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, remedy or right. If any amount shall be paid to the Guarantor in violation of the preceding sentence at any time prior to the cash payment in full of the Obligations and all other amounts payable under this Guarantee, such amount shall be held in trust for the benefit of Borrower's Liabilities until the Trustee and the Holders of any Debt Securities and shall forthwith be paid to the Trustee, to be credited and applied to the Obligations and all other amounts payable under this Guarantee, whether matured or unmatured, in accordance with the terms of the Indenture and this Guarantee, or be held as collateral for any Obligations or other amounts payable under this Guarantee thereafter arising. The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Guarantee and that the waiver set forth in this Section 4 is knowingly made in contemplation of such benefitsFacility Termination Date.

Waiver; Subrogation. (a) The Each Guarantor hereby waives promptness, diligence, notice of the following events or occurrences: (i) acceptance of this Guaranty Agreement; (ii) the Lenders’ heretofore, now or from time to time hereafter making Loans and any other notice with respect otherwise loaning monies or giving or extending credit to this Guarantee and any requirement that or for the Trustee, or the Holders benefit of any Debt Securities protectBorrower, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against whether pursuant to the Issuer Credit Agreement or any other Person Loan Document or any collateralamendments, modifications, or supplements thereto, or replacements or extensions thereof; (iii) the Guaranteed Parties or any Borrower heretofore, now or at any time hereafter, obtaining, amending, substituting for, releasing, waiving or modifying the Credit Agreement or any other Loan Documents; (iv) presentment, demand, default, non-payment, partial payment, protest, promptness and diligence; (v) any Guaranteed Party heretofore, now or at any time hereafter granting to any Borrower (or any other party liable to the Lenders on account of the Obligations) or to any other guarantor any indulgence or extensions of time of payment of the Obligations; and (vi) any Guaranteed Party heretofore, now or at any time hereafter accepting from any Borrower, any other guarantor of the Obligations or any other Person, any partial payment or payments on account of the Obligations or any collateral securing the payment thereof or the Agent settling, subordinating, compromising, discharging or releasing the same. Each Guarantor agrees that each Guaranteed Party may heretofore, now or at any time hereafter do any or all of the foregoing in such manner, upon such terms and at such times as each Guaranteed Party, in its sole and absolute discretion, deems advisable, without in any way or respect impairing, affecting, reducing or releasing any Guarantor from its obligations hereunder, and each Guarantor hereby consents to each and all of the foregoing events or occurrences. (b) The Each Guarantor hereby irrevocably expressly waives any claims or other rights that right it may now have to require any Guaranteed Party, to (i) prosecute collection or hereafter acquire seek to enforce or resort to any remedies against the Issuer that arise from the existence, payment, performance any Borrower or enforcement any other guarantor of the GuarantorObligations, or (ii) seek to enforce or resort to any remedies with respect to any security interests, Liens or encumbrances granted to the Agent by any Borrower, or any other Person on account of the Obligations, or any guaranty thereof. Neither the Agent nor any other Guaranteed Party shall have any obligation to protect, secure or insure any of the foregoing security interests, Liens or encumbrances on the properties or interests in properties subject thereto. The Guarantors’ obligations hereunder shall in no way be impaired, affected, reduced, or released by reason of any Guaranteed Party’s obligations under failure or delay to do or take any of the acts, actions or things described in this Guarantee or the Indenture, Guaranty including, without limitationlimiting the generality of the foregoing, any those acts, actions and things described in this Section 7. (c) Each Guarantor further agrees with respect to this Guaranty that the Guarantors shall have no right of subrogation, reimbursementreimbursement or indemnity, exoneration, contribution or indemnification and nor any right of recourse to participate in any claim or remedy of security for the Trustee, or Obligations until the Holders of any Debt Securities against the Issuer or any collateral, 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 Issuer, 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, remedy or right. If any amount shall be paid to the Guarantor in violation of the preceding sentence at any time prior to the cash Stated Termination Date and payment in full of the Obligations and all other amounts payable under this Guarantee, such amount shall be held in trust for the benefit of the Trustee and the Holders of any Debt Securities and shall forthwith be paid to the Trustee, to be credited and applied to the Obligations and all other amounts payable under this Guarantee, whether matured or unmatured, in accordance with the terms of the Indenture and this Guarantee, or be held as collateral for any Obligations or other amounts payable under this Guarantee thereafter arising. The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Guarantee and that the waiver set forth in this Section 4 is knowingly made in contemplation of such benefitsObligations.

Waiver; Subrogation. (a) The Each Guarantor hereby waives promptness, diligence, notice of the following events or occurrences: (i) the Administrative Agent's or Documentation Agent's acceptance and of this Guaranty Agreement; (ii) the Lenders' heretofore, now or from time to time hereafter loaning monies or giving or extending credit to or for the benefit of the Borrower, whether pursuant to the Credit Agreement, the Notes or the other Loan Documents, or any amendments, modifications, or supplements thereto, or replacements or extensions thereof; (iii) the Administrative Agent, the Lenders or the Borrower heretofore, now or at any time hereafter, obtaining, amending, substituting for, releasing, waiving or modifying the Credit Agreement, the Notes or any other notice with respect Loan Documents; (iv) presentment, demand, notices of default, non-payment, partial payment and protest; (v) the Administrative Agent or the Lenders heretofore, now or at any time hereafter granting to this Guarantee the Borrower (or any other party liable to the Lenders on account of the Borrower's Liabilities) any indulgence or extensions of time of payment of the Borrower's Liabilities; and (vi) the Administrative Agent or the Lenders heretofore, now or at any requirement time hereafter accepting from the Borrower or any other person, any partial payment or payments on account of the Borrower's Liabilities or any collateral securing the payment thereof or the Administrative Agent settling, subordinating, compromising, discharging or releasing the same. Each Guarantor hereby (a) agrees that the TrusteeAdministrative Agent and each Lender may heretofore, now or at any time hereafter do any or all of the Holders foregoing in such manner, upon such terms and at such times as the Administrative Agent and each Lender, in its sole and absolute discretion, deems advisable, without in any way or respect impairing, affecting, reducing or releasing such Guarantor from the Guarantors' Obligations, (b) consents to each and all of the foregoing events or occurrences and (c) waives, to the extent permitted by law, (1) any right of a surety or guarantor to any defense, discharge, release or diminution of its liabilities hereunder as a result of any Debt Securities protectof the foregoing events or occurrences, secureand (2) any right under N.C.G.S. Section 26-7 or otherwise to require that resort be had to the Borrower or any other guarantor of, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Issuer securing, all or any other Person or any collateralpart of the Borrower's Liabilities. (b) Each Guarantor hereby agrees that payment or performance by such Guarantor of the Guarantors' Obligations under this Guaranty Agreement may be enforced by the Administrative Agent on behalf of the Lenders upon demand by the Administrative Agent to such Guarantor without the Administrative Agent being required, each Guarantor expressly waiving any right it may have to require the Administrative Agent, to (i) prosecute collection or seek to enforce or resort to any remedies against the Borrower or any other Guarantor or any other guarantor of the Borrower's Liabilities, IT BEING EXPRESSLY UNDERSTOOD, ACKNOWLEDGED AND AGREED TO BY EACH GUARANTOR THAT DEMAND UNDER THIS GUARANTY AGREEMENT MAY BE MADE BY THE ADMINISTRATIVE AGENT, AND THE PROVISIONS HEREOF ENFORCED BY THE ADMINISTRATIVE AGENT, EFFECTIVE AS OF THE FIRST DATE ANY EVENT OF DEFAULT OCCURS AND IS CONTINUING UNDER THE CREDIT AGREEMENT, or (ii) seek to enforce or resort to any remedies with respect to any security interests, Liens or encumbrances granted to the Administrative Agent by the Borrower or any other Person on account of the Borrower's Liabilities or any guaranty thereof. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure or insure any of the foregoing security interests, Liens or encumbrances on the properties or interests in properties subject thereto. The Guarantors' Obligations shall in no way be impaired, affected, reduced, or released by reason of the Administrative Agent's or any Lender's failure or delay to do or take any of the acts, actions or things described in this Guaranty Agreement including, without limiting the generality of the foregoing, those acts, actions and things described in this Section 9. (c) Each Guarantor further agrees with respect to this Guaranty Agreement that such Guarantor shall have no right of, and each Guarantor hereby irrevocably waives any all claims in the nature of, subrogation, reimbursement or other rights that it may now or hereafter acquire against the Issuer that arise from the existenceindemnity, payment, performance or enforcement of the Guarantor’s obligations under this Guarantee or the Indenture, including, without limitation, nor any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right recourse to participate in any claim or remedy of the Trustee, or the Holders of any Debt Securities against the Issuer or any collateral, 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 Issuer, 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, remedy or right. If any amount shall be paid to the Guarantor in violation of the preceding sentence at any time prior to the cash payment in full of the Obligations and all other amounts payable under this Guarantee, such amount shall be held in trust for the benefit of the Trustee and the Holders of any Debt Securities and shall forthwith be paid to the Trustee, to be credited and applied to the Obligations and all other amounts payable under this Guarantee, whether matured or unmatured, in accordance with the terms of the Indenture and this Guarantee, or be held as collateral for any Obligations or other amounts payable under this Guarantee thereafter arising. The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Guarantee and that the waiver set forth in this Section 4 is knowingly made in contemplation of such benefitsBorrower's Liabilities.

Waiver; Subrogation. (a) The Guarantor hereby waives promptnessnotice of the following events or occurrences: (i) the Lender's acceptance of this Subsidiary Guaranty; (ii) the Lender heretofore, diligencenow or from time to time hereafter loaning monies or giving or extending credit to or for the benefit of the Company, whether pursuant to the Notes or any amendments, modifications, or supplements thereto, or replacements or extensions thereof; (iii) the Lender or the Company heretofore, now or at any time hereafter, obtaining, amending, substituting for, releasing, waiving or modifying the Notes; (iv) presentment, demand, notices of default, non-payment, partial payment, notice of acceptance and dishonor, suit, protest or taking other action by the Lender; (v) the Lender heretofore, now or at any other notice with respect time hereafter granting to this Guarantee and any requirement that the Trustee, or the Holders of any Debt Securities protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Issuer Company (or any other Person party liable to the Lender on account of the Liabilities) any indulgence or extensions of time of payment of the Liabilities; and (vi) the Lender heretofore, now or at any time hereafter accepting from the Company or any collateralother person, any partial payment or payments on account of the Liabilities or any collateral securing the payment thereof or the Lender settling, subordinating, compromising, discharging or releasing the same. The Guarantor agrees that the Lender may heretofore, now or at any time hereafter do any or all of the foregoing in such manner, upon such terms and at such times as the Lender, in its sole and absolute discretion, deems advisable, without in any way or respect impairing, affecting, reducing or releasing such Guarantor from the Guarantor's Obligations, and the Guarantor hereby consents to each and all of the foregoing events or occurrences. (b) The Guarantor hereby irrevocably waives any claims agrees that payment or other rights that it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement by such Guarantor of the Guarantor’s obligations 's Obligations under this Guarantee Subsidiary Guaranty may be enforced by the Lender upon demand by the Lender to such Guarantor without the Lender being required, the Guarantor expressly waiving any right it may have to require the Lender, to prosecute collection or seek to enforce or resort to any remedies against the IndentureCompany, IT BEING EXPRESSLY UNDERSTOOD, ACKNOWLEDGED AND AGREED TO BY THE GUARANTOR THAT DEMAND UNDER THIS SUBSIDIARY GUARANTY MAY BE MADE BY THE LENDER, AND THE PROVISIONS HEREOF ENFORCED BY THE LENDER, EFFECTIVE AS OF THE FIRST DATE ANY EVENT OF DEFAULT OCCURS AND IS CONTINUING UNDER THE NOTES. The Guarantor's Obligations shall in no way be impaired, affected, reduced, or released by reason of the Lender's failure or delay to do, take or enforce any of the acts, actions or things described in this Subsidiary Guaranty including, without limitationlimiting the generality of the foregoing, any those acts, actions and things described in this Section 9. (c) The Guarantor further agrees with respect to this Subsidiary Guaranty that such Guarantor shall have no right of subrogation, reimbursement, exoneration, contribution reimbursement or indemnification and any right to participate in any claim or remedy indemnity until such time as all of the TrusteeCompany's Liabilities have been fully, or the Holders of any Debt Securities against the Issuer or any collateral, whether or not such claim, remedy or right arises finally and indefeasibly paid in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer, 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, remedy or right. If any amount shall be paid to the Guarantor in violation of the preceding sentence at any time prior to the cash payment in full of the Obligations and all other amounts payable under this Guarantee, such amount shall be held in trust for the benefit of the Trustee and the Holders of any Debt Securities and shall forthwith be paid to the Trustee, to be credited and applied to the Obligations and all other amounts payable under this Guarantee, whether matured or unmatured, in accordance with the terms of the Indenture and this Guarantee, or be held as collateral for any Obligations or other amounts payable under this Guarantee thereafter arising. The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Guarantee and that the waiver set forth in this Section 4 is knowingly made in contemplation of such benefitsfull.

Waiver; Subrogation. (a) The Guarantor CPV hereby waives promptness, diligence, notice of acceptance the following events or occurrences: (i) the Lenders' heretofore, now or from time to time hereafter making Advances and any other notice with respect issuing Letters of Credit and otherwise loaning monies or giving or extending credit to or for the benefit of the Borrower, whether pursuant to this Guarantee and any requirement that the Trustee, Agreement or the Holders of any Debt Securities protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Issuer Notes or any other Person Loan Document or any collateralamendments, modifications, or supplements thereto, or replacements or extensions thereof; (ii) the Secured Parties or the Borrower heretofore, now or at any time hereafter, obtaining, amending, substituting for, releasing, waiving or modifying this Agreement, the Notes or any other Loan Documents; (iii) presentment, demand, default, non-payment, partial payment and protest; (iv) any Secured Party heretofore, now or at any time hereafter granting to the Borrower (or any other party liable to the Secured Parties on account of the Borrower's Obligations) or to any other Guarantor any indulgence or extensions of time of payment of the Borrower's Obligations, and (v) any Secured Party heretofore, now or at any time hereafter accepting from the Borrower, any other Guarantor or any other Person, any partial payment or payments on account of the Borrower's Obligations or any collateral securing the payment thereof or the Agent settling, subordinating, compromising, discharging or releasing the same. (b) The CPV hereby agrees that payment or performance by CPV of the guaranty made under this Article V may be enforced by the Agent on behalf of the Secured Parties upon demand by the Agent to CPV without the Agent being required, CPV expressly waiving any right it may have to require the Agent, to (i) prosecute collection or seek to enforce or resort to any remedies against the Borrower or any other Guarantor, or (ii) seek to enforce or resort to any remedies with respect to any security interests, Liens or encumbrances granted to the Agent by the Borrower, any other Guarantor hereby irrevocably waives or any claims other Person on account of the Borrower's Obligations or other rights any guaranty thereof, IT BEING EXPRESSLY UNDERSTOOD, ACKNOWLEDGED AND AGREED TO BY CPV THAT DEMAND UNDER THIS ARTICLE V MAY BE MADE BY THE AGENT, AND THE PROVISIONS HEREOF ENFORCED BY THE AGENT, EFFECTIVE AS OF THE FIRST DATE ANY EVENT OF DEFAULT OCCURS AND IS CONTINUING UNDER THIS AGREEMENT. Neither the Agent nor any Lender shall have any obligation to protect, secure or insure any of the foregoing security interests, Liens or encumbrances on the properties or interests in properties subject thereto. (c) CPV further agrees that it may now or hereafter acquire against shall have no right of subrogation (unless and until the Issuer that arise from the existence, payment, performance or enforcement occurrence of the Guarantor’s obligations under this Guarantee Facility Termination Date), reimbursement or the Indentureindemnity, including, without limitation, nor any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right recourse to participate in security for the Borrower's Obligations. This agreement is expressly intended to prevent the existence of any claim or remedy in respect to such reimbursement by CPV against the estate of the TrusteeBorrower within the meaning of Section 101 of the Bankruptcy Code, or and to prevent CPV from constituting a creditor of the Holders of any Debt Securities against the Issuer or any collateral, whether or not such claim, remedy or right arises Borrower in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account respect of such claim, remedy or rightreimbursement within the meaning of Section 547(b) of the Bankruptcy Code in the event of a subsequent case involving the Borrower. If any an amount shall be paid to the Guarantor in violation CPV on account of the preceding sentence such subrogation rights at any time prior to termination of this Agreement in accordance with the cash payment in full provisions of the Obligations and all other amounts payable under this GuaranteeSection 13.8, such amount shall be held in trust for the benefit of the Trustee and the Holders of any Debt Securities Secured Parties and shall forthwith be paid to the TrusteeAgent, for the benefit of the Secured Parties, to be credited and applied to upon the Obligations and all other amounts payable under this GuaranteeGuarantor's Obligations, whether matured or unmatured, in accordance with the terms of the Indenture and this Guarantee, or be held as collateral for any Obligations or other amounts payable under this Guarantee thereafter arising. The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Guarantee and that the waiver set forth in this Section 4 is knowingly made in contemplation of such benefitsAgreement.

Waiver; Subrogation. (a) The Guarantor hereby waives promptness, diligence, notice of the following events or occurrences: (i) the Lender's acceptance and of this Guaranty Agreement; (ii) the Lender's heretofore, now or from time to time hereafter loaning monies or giving or extending credit to or for the benefit of the Borrower, whether pursuant to the Note or any other notice with respect to this Guarantee and any requirement that amendments, modifications, or supplements thereto, or replacements or extensions thereof; (iii) the TrusteeLender, or the Holders of Borrower heretofore, now or at any Debt Securities protecttime hereafter, secureobtaining, perfect amending, substituting for, releasing, waiving or insure modifying the Note or the Security Agreement; (iv) presentment, demand, default, non-payment, partial payment and protest; (v) the Lender heretofore, now or at any security interest or lien or any property subject thereto or exhaust any right or take any action against time hereafter granting to the Issuer Borrower (or any other Person party liable to the Lender on account of the Borrower's Liabilities) any indulgence or extensions of time of payment of the Borrower's Liabilities; and (vi) the Lender heretofore, now or at any time hereafter accepting from the Borrower, any other Guarantor, any other guarantor of the Borrower's Liabilities or any collateralother Person, any partial payment or payments on account of the Borrower's Liabilities or any collateral securing the payment thereof or the Lender settling, subordinating, compromising, discharging or releasing the same. Guarantor agrees that the Lender may heretofore, now or at any time hereafter do any or all of the foregoing in such manner, upon such terms and at such times as the Lender, in its sole and absolute discretion, deems advisable, without in any way or respect impairing, affecting, reducing or releasing Guarantor from the Guarantor's Obligations, and Guarantor hereby consents to each and all of the foregoing events or occurrences. (b) The Guarantor hereby irrevocably waives any claims agrees that payment or other rights that it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement by Guarantor of the Guarantor’s obligations 's Obligations under this Guarantee Guaranty Agreement may be enforced by the Lender on behalf of the Lender upon demand by the Lender to Guarantor without the Lender being required, Guarantor expressly waiving any right it may have to require the Lender, to (i) prosecute collection or seek to enforce or resort to any remedies against the IndentureBorrower or any other guarantor of the Borrower's Liabilities, IT BEING EXPRESSLY UNDERSTOOD, ACKNOWLEDGED AND AGREED TO BY GUARANTOR THAT DEMAND UNDER THIS GUARANTY AGREEMENT MAY BE MADE BY THE LENDER, AND THE PROVISIONS HEREOF ENFORCED BY THE LENDER, EFFECTIVE AS OF THE FIRST DATE ANY EVENT OF DEFAULT OCCURS AND IS CONTINUING UNDER THE NOTE OR THE SECURITY AGREEMENT, or (ii) seek to enforce or resort to any remedies with respect to any security interests, liens or encumbrances granted to the Lender by the Borrower, or any other Person on account of the Borrower's Liabilities or any guaranty thereof. The Lender shall not have any obligation to protect, secure or insure any of the foregoing security interests, liens or encumbrances on the properties or interests in properties subject thereto. The Guarantor’s Obligations shall in no way be impaired, affected, reduced, or released by reason of the Lender's failure or delay to do or take any of the acts, actions or things described in this Guaranty including, without limitationlimiting the generality of the foregoing, any those acts, actions and things described in this Section 8. (c) Guarantor further agrees with respect to this Guaranty that Guarantor shall have no right of subrogation, reimbursementreimbursement or indemnity, exoneration, contribution or indemnification and nor any right of recourse to participate in any claim or remedy security for the Borrower's Liabilities until all of the Trustee, or the Holders of any Debt Securities against the Issuer or any collateral, 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 Issuer, 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, remedy or right. If any amount shall be paid to the Guarantor in violation of the preceding sentence at any time prior to the cash payment in full of the Guarantor’s Obligations and all other amounts payable under this Guarantee, such amount shall be held Borrower’s Obligations are paid and satisfied in trust for the benefit of the Trustee and the Holders of any Debt Securities and shall forthwith be paid to the Trustee, to be credited and applied to the Obligations and all other amounts payable under this Guarantee, whether matured or unmatured, in accordance with the terms of the Indenture and this Guarantee, or be held as collateral for any Obligations or other amounts payable under this Guarantee thereafter arising. The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Guarantee and that the waiver set forth in this Section 4 is knowingly made in contemplation of such benefitsfull.

Waiver; Subrogation. (a) The Each Cross-Guarantor hereby waives promptness, diligence, notice of acceptance any right (except as shall be required by applicable statute and cannot be waived) to require Lender to (i) proceed against any Borrower or any other notice with respect to this Guarantee and any requirement that the Trusteeparty, or the Holders of any Debt Securities protect, secure, perfect or insure any security interest or lien or any property subject thereto (ii) proceed against or exhaust any right or take security held from any action against the Issuer Borrower or any other Person party or (iii) pursue any other remedy in Lender’s power whatsoever. Each Cross-Guarantor waives any defense based on or arising out of any defense of any Borrower or any collateral. (b) The Guarantor hereby irrevocably waives any claims or other rights that it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement party other than payment in full of the Guarantor’s obligations under this Guarantee or the Indentureindebtedness, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution defense based on or indemnification and any right to participate in any claim or remedy arising out of the Trusteedisability of any Borrower or any other party, or the Holders unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Debt Securities against Borrower other than payment in full of the Issuer indebtedness. Lender may, at its election, foreclose on any security held by it by one or any collateralmore judicial or non-judicial sales, whether or not every aspect of any such claimsale is commercially reasonable (to the extent such sale is permitted by applicable law), or exercise any other right or remedy the Lender may have against any Borrower or any other party, or any security, without affecting or impairing in any way the liability of any Cross-Guarantor hereunder except to the extent the indebtedness has been paid. Each Cross-Guarantor waives any defense arising out of any such election by Lender, even though such election operates to impair or extinguish any right arises in equity of reimbursement or under contractsubrogation or other right or remedy of such Cross-Guarantor against any Borrower or any other party or any security. (b) Each Cross-Guarantor waives all presentments, statute or common lawdemands for performance, protests and notices, including, without limitation, the right to take or receive from the Issuernotices of nonperformance, directly or indirectlynotice of protest, in cash or other property or by setnotices of dishonor, notices of acceptance of this Cross-off or in any other mannerGuaranty, payment or security on account of such claim, remedy or right. If any amount shall be paid to the Guarantor in violation and notices of the preceding sentence existence, creation or incurring of new or additional indebtedness. Each Cross-Guarantor assumes all responsibility for being and keeping itself informed of each Borrower’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the indebtedness and the nature, scope and extent of the risks which such Cross-Guarantor assumes and incurs hereunder, and agrees that Lender shall have no duty to advise such Cross-Guarantor of information known to it regarding such circumstances or risks. (c) Each Cross-Guarantor hereby agrees that it will not exercise any rights of subrogation that it may at any time prior have as a result of this Cross-Guaranty, or otherwise (whether contractual, under Section 509 of the U.S. Bankruptcy Code, or otherwise) to the cash payment in full claims of Lender against any Borrower, and all contractual, statutory or common law rights of reimbursement, contribution or indemnity from any other party which it may at any time otherwise have as a result of this Cross-Guaranty until such time as the Obligations Revolving Loans and all other amounts payable Obligations hereunder and under this Guaranteeeach Loan Document shall have been fully paid and performed and Lender’s commitment to make Revolving Loans hereunder has been terminated. Each Cross-Guarantor hereby further agrees not to exercise any right to enforce any other remedy which Lender now has or may hereafter have against any other party, such amount shall be held in trust any endorser or any other guarantor of all or any part of the indebtedness of any Borrower and any benefit of, and any right to participate in, any security or collateral given to of for the benefit of Lender to secure payment of the Trustee and the Holders Obligations of any Debt Securities and shall forthwith be paid to Borrower until such time as the Trustee, to be credited and applied to the Obligations Revolving Loans and all other amounts payable Obligations are paid in full, Lenders commitment to make Revolving Loans hereunder is terminated and all other Obligations hereunder and under the other Loan Documents are performed in full. (d) Any and all present and future debts and obligations of each Borrower to any Cross-Guarantor is hereby postponed in favor of, and subordinated until the payment and performance of, any and all present and future debts and obligations of each Borrower to Lender, including, without limitation, all of the Obligations under this GuaranteeAgreement, whether matured or unmatured, in accordance with the terms of Note and the Indenture and this Guarantee, or be held as collateral for any Obligations or other amounts payable under this Guarantee thereafter arising. The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Guarantee and that the waiver set forth in this Section 4 is knowingly made in contemplation of such benefitsLoan Documents.

Waiver; Subrogation. (a) The Each Subsidiary Guarantor hereby waives promptness, diligence, presentment, demand of payment, notice of acceptance and any other notice with respect to this its Guarantee and any requirement that the Trustee, or the Holders of any Debt Securities Notes, protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person person or any collateral. (b) The Each Subsidiary Guarantor hereby irrevocably waives any claims or other rights that it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of the such Subsidiary Guarantor’s obligations under the Original Indenture and this Guarantee or the IndentureNineteenth Supplemental Indenture (including its Guarantee), including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Trustee, or the Holders of any Debt Securities Notes, against the Issuer or any collateral, 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 Issuer, 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, remedy or right. If any amount shall be paid to the such Subsidiary Guarantor in violation of the preceding sentence at any time prior to the cash payment in full of the Obligations and all other amounts payable under this Guaranteethe Guarantees, such amount shall be held in trust for the benefit of the Trustee and the Holders of any Debt Securities Notes and shall forthwith be paid to the Trustee, to be credited and applied to the Obligations and all other amounts payable under this its Guarantee, whether matured or unmatured, in accordance with the terms of the Original Indenture and this GuaranteeNineteenth Supplemental Indenture (including the Guarantees), or be held as collateral for any Obligations or other amounts payable under this Guarantee the Guarantees thereafter arising. The Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Original Indenture and this Guarantee Nineteenth Supplemental Indenture (including its Guarantee) and that the waiver set forth in this Section 4 3.4 is knowingly made in contemplation of such benefits.

Waiver; Subrogation. (a) The Each Guarantor hereby waives promptness, diligence, notice of the following events or occurrences: (i) acceptance of this Guaranty; (ii) the Lenders’ heretofore, now or from time to time hereafter making Loans and any other notice with respect otherwise loaning monies or giving or extending credit to this Guarantee and any requirement that or for the Trusteebenefit of the Borrower, or whether pursuant to the Holders of any Debt Securities protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Issuer Credit Agreement or any other Person Loan Document or any collateralamendments, modifications, or supplements thereto, or replacements or extensions thereof; (iii) the Guaranteed Parties or the Borrower heretofore, now or at any time hereafter, obtaining, amending, substituting for, releasing, waiving or modifying the Credit Agreement or any other Loan Documents; (iv) presentment, demand, default, non-payment, partial payment, protest, promptness and diligence; (v) any Guaranteed Party heretofore, now or at any time hereafter granting to the Borrower (or any other party liable to the Lenders on account of the Obligations) or to any other guarantor any indulgence or extensions of time of payment of the Obligations; and (vi) any Guaranteed Party heretofore, now or at any time hereafter accepting from the Borrower, any other guarantor of the Obligations or any other Person, any partial payment or payments on account of the Obligations or any collateral securing the payment thereof or the Agent settling, subordinating, compromising, discharging or releasing the same. Each Guarantor agrees that each Guaranteed Party may heretofore, now or at any time hereafter do any or all of the foregoing in such manner, upon such terms and at such times as each Guaranteed Party, in its sole and absolute discretion, deems advisable, without in any way or respect impairing, affecting, reducing or releasing any Guarantor from its obligations hereunder, and each Guarantor hereby consents to each and all of the foregoing events or occurrences. (b) The Each Guarantor hereby irrevocably expressly waives any claims or other rights that right it may now have to require any Guaranteed Party, to (i) prosecute collection or hereafter acquire seek to enforce or resort to any remedies against the Issuer that arise from the existence, payment, performance Borrower or enforcement any other guarantor of the GuarantorObligations, or (ii) seek to enforce or resort to any remedies with respect to any security interests, Liens or encumbrances granted to the Agent by the Borrower, or any other Person on account of the Obligations, or any guaranty thereof. Neither the Agent nor any other Guaranteed Party shall have any obligation to protect, secure or insure any of the foregoing security interests, Liens or encumbrances on the properties or interests in properties subject thereto. The Guarantors’ obligations hereunder shall in no way be impaired, affected, reduced, or released by reason of any Guaranteed Party’s obligations under failure or delay to do or take any of the acts, actions or things described in this Guarantee or the Indenture, Guaranty including, without limitationlimiting the generality of the foregoing, any those acts, actions and things described in this Section 6. (c) Each Guarantor further agrees with respect to this Guaranty that the Guarantors shall have no right of subrogation, reimbursementreimbursement or indemnity, exoneration, contribution or indemnification and nor any right of recourse to participate in any claim or remedy of security for the Trustee, or the Holders of any Debt Securities against the Issuer or any collateral, 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 Issuer, 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, remedy or right. If any amount shall be paid to the Guarantor in violation of the preceding sentence at any time prior to the cash Obligations until payment in full of the Obligations and all other amounts payable under this Guarantee, such amount shall be held in trust for the benefit termination of the Trustee and the Holders of any Debt Securities and shall forthwith be paid to the Trustee, to be credited and applied to the Obligations and all other amounts payable under this Guarantee, whether matured or unmatured, in accordance with the terms of the Indenture and this Guarantee, or be held as collateral for any Obligations or other amounts payable under this Guarantee thereafter arising. The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Guarantee and that the waiver set forth in this Section 4 is knowingly made in contemplation of such benefitsTotal Revolving Credit Commitment.

Waiver; Subrogation. (a) The Each Subsidiary Guarantor hereby waives promptness, diligence, presentment, demand of payment, notice of acceptance and any other notice with respect to this its Guarantee and any requirement that the Trustee, or the Holders of any Debt Securities Notes, protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person person or any collateral. (b) The Each Subsidiary Guarantor hereby irrevocably waives any claims or other rights that it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of the such Subsidiary Guarantor’s obligations under the Original Indenture and this Guarantee or the IndentureTwenty-Fifth Supplemental Indenture (including its Guarantee), including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Trustee, or the Holders of any Debt Securities Notes, against the Issuer or any collateral, 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 Issuer, 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, remedy or right. If any amount shall be paid to the such Subsidiary Guarantor in violation of the preceding sentence at any time prior to the cash payment in full of the Obligations and all other amounts payable under this Guaranteethe Guarantees, such amount shall be held in trust for the benefit of the Trustee and the Holders of any Debt Securities Notes and shall forthwith be paid to the Trustee, to be credited and applied to the Obligations and all other amounts payable under this its Guarantee, whether matured or unmatured, in accordance with the terms of the Original Indenture and this GuaranteeTwenty-Fifth Supplemental Indenture (including the Guarantees), or be held as collateral for any Obligations or other amounts payable under this Guarantee the Guarantees thereafter arising. The Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Original Indenture and this Guarantee Twenty-Fifth Supplemental Indenture (including its Guarantee) and that the waiver set forth in this Section 4 3.4 is knowingly made in contemplation of such benefits.

Waiver; Subrogation. (a) The Each Guarantor hereby waives promptness, diligence, notice of the following events or occurrences: (i) the Agent's acceptance of this Guaranty Agreement; (ii) the Lenders' heretofore, now or from time to time hereafter making Loans and any other notice with respect issuing Letters of Credit and otherwise loaning monies or giving or extending credit to this Guarantee and any requirement that or for the Trusteebenefit of the Borrower, whether pursuant to the Credit Agreement or the Holders of any Debt Securities protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Issuer Notes or any other Person Loan Document or any collateralamendments, modifications, or supplements thereto, or replacements or extensions thereof; (iii) the Secured Parties or the Borrower heretofore, now or at any time hereafter, obtaining, amending, substituting for, releasing, waiving or modifying the Credit Agreement, the Notes or any other Loan Documents; (iv) presentment, demand, default, non-payment, partial payment and protest; (v) any Secured Party heretofore, now or at any time hereafter granting to the Borrower (or any other party liable to the Lenders on account of the Borrower's Liabilities) or to any certain Guarantor any indulgence or extensions of time of payment of the Borrower's Liabilities or Guarantors' Obligations, respectively; and (vi) any Secured Party heretofore, now or at any time hereafter accepting from the Borrower, any other Guarantor, any other guarantor of the Borrower's Liabilities or any other Person, any partial payment or payments on account of the Borrower's Liabilities or any collateral securing the payment thereof or the Agent settling, subordinating, compromising, discharging or releasing the same. Each Guarantor agrees that each Secured Party may heretofore, now or at any time hereafter do any or all of the foregoing in such manner, upon such terms and at such times as each Secured Party, in its sole and absolute discretion, deems advisable, without in any way or respect impairing, affecting, reducing or releasing such Guarantor from the Guarantors' Obligations, and each Guarantor hereby consents to each and all of the foregoing events or occurrences. (b) The Each Guarantor hereby irrevocably waives agrees that payment or performance by such Guarantor of the Guarantors' Obligations under this Guaranty Agreement may be enforced by the Agent on behalf of the Lenders upon demand by the Agent to such Guarantor without the Agent being required, such Guarantor expressly waiving any claims or other rights that right it may now have to require the Agent, to (i) prosecute collection or hereafter acquire seek to enforce or resort to any remedies against the Issuer that arise from the existence, payment, performance Borrower or enforcement any other Guarantor or any other guarantor of the Guarantor’s obligations under Borrower's Liabilities, or (ii) seek to enforce or resort to any remedies with respect to any security interests, Liens or encumbrances granted to the Agent by the Borrower, any other Guarantor or any other Person on account of the Borrower's Liabilities or any guaranty thereof, IT BEING EXPRESSLY UNDERSTOOD, ACKNOWLEDGED AND AGREED TO BY SUCH GUARANTOR THAT DEMAND UNDER THIS GUARANTY AGREEMENT MAY BE MADE BY THE AGENT, AND THE PROVISIONS HEREOF ENFORCED BY THE AGENT, EFFECTIVE AS OF THE FIRST DATE ANY EVENT OF DEFAULT OCCURS AND IS CONTINUING UNDER THE CREDIT AGREEMENT. Neither the Agent nor any Lender shall have any obligation to protect, secure or insure any of the foregoing security interests, Liens or encumbrances on the properties or interests in properties subject thereto. The Guarantors' Obligations shall in no way be impaired, affected, reduced, or released by reason of any Secured Party's failure or delay to do or take any of the acts, actions or things described in this Guarantee or the Indenture, Guaranty including, without limitationlimiting the generality of the foregoing, any those acts, actions and things described in this Section 7. --------- (c) Each Guarantor further agrees with respect to this Guaranty that such Guarantor shall have no right of subrogation, reimbursementreimbursement or indemnity, exoneration, contribution or indemnification and nor any right of recourse to participate in any claim or remedy of the Trustee, or the Holders of any Debt Securities against the Issuer or any collateral, 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 Issuer, 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, remedy or right. If any amount shall be paid to the Guarantor in violation of the preceding sentence at any time prior to the cash payment in full of the Obligations and all other amounts payable under this Guarantee, such amount shall be held in trust for the benefit of Borrower's Liabilities until the Trustee and the Holders of any Debt Securities and shall forthwith be paid to the Trustee, to be credited and applied to the Obligations and all other amounts payable under this Guarantee, whether matured or unmatured, in accordance with the terms of the Indenture and this Guarantee, or be held as collateral for any Obligations or other amounts payable under this Guarantee thereafter arising. The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Guarantee and that the waiver set forth in this Section 4 is knowingly made in contemplation of such benefitsFacility Termination Date.

Waiver; Subrogation. (a) The Guarantor hereby waives promptness, diligence, notice of acceptance and any other notice with respect to this Guarantee and any requirement that the Trustee, or the Holders holders of any Debt Securities protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person or any collateral. (b) The Guarantor hereby irrevocably waives any claims or other rights that it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of the Guarantor’s obligations under this Guarantee or the Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Trustee, or the Holders holders of any Debt Securities against the Issuer or any collateral, 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 Issuer, 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, remedy or right. If any amount shall be paid to the Guarantor in violation of the preceding sentence at any time prior to the cash payment in full of the Obligations and all other amounts payable under this Guarantee, such amount shall be held in trust for the benefit of the Trustee and the Holders holders of any Debt Securities and shall forthwith be paid to the Trustee, to be credited and applied to the Obligations and all other amounts payable under this Guarantee, whether matured or unmatured, in accordance with the terms of the Indenture and this Guarantee, or be held as collateral for any Obligations or other amounts payable under this Guarantee thereafter arising. The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Guarantee and that the waiver set forth in this Section 4 4(b) is knowingly made in contemplation of such benefits.

Waiver; Subrogation. (a) The Guarantor hereby waives promptness, diligence, notice of the following events or occurrences: (i) the Agent's acceptance and any other notice with respect to of this Guarantee and any requirement that Guaranty Agreement; (ii) the TrusteeLenders' heretofore, or the Holders of any Debt Securities protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person or any collateral. (b) The Guarantor hereby irrevocably waives any claims or other rights that it may now or from time to time hereafter acquire against the Issuer that arise from the existence, payment, performance making Loans and otherwise loaning monies or enforcement of the Guarantor’s obligations under this Guarantee giving or the Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution extending credit to or indemnification and any right to participate in any claim or remedy of the Trustee, or the Holders of any Debt Securities against the Issuer or any collateral, 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 Issuer, 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, remedy or right. If any amount shall be paid to the Guarantor in violation of the preceding sentence at any time prior to the cash payment in full of the Obligations and all other amounts payable under this Guarantee, such amount shall be held in trust for the benefit of the Trustee and the Holders of any Debt Securities and shall forthwith be paid Borrower, whether pursuant to the TrusteeCredit Agreement or the Notes or any other Loan Document or any amendments, modifications, or supplements thereto, or replacements or extensions thereof; (iii) the Secured Parties or any Borrower heretofore, now or at any time hereafter, obtaining, amending, substituting for, releasing, waiving or modifying the Credit Agreement, the Notes or any other Loan Documents; (iv) presentment, demand, default, non-payment, partial payment and protest; (v) any Secured Party heretofore, now or at any time hereafter granting to be credited and applied any Borrower (or any other party liable to the Obligations and all other amounts payable under this Guarantee, whether matured or unmatured, in accordance with the terms Lenders on account of the Indenture Borrowers' Liabilities) or to any other Guarantor any indulgence or extensions of time of payment of the Borrowers' Liabilities or Guarantor's Obligations, respectively; and this Guarantee(vi) any Secured Party heretofore, now or be held as at any time hereafter accepting from any Borrower, any other Guarantor, any other guarantor of the Borrowers' Liabilities or any other Person, any partial payment or payments on account of the Borrowers' Liabilities or any collateral for any Obligations securing the payment thereof or other amounts payable under this Guarantee thereafter arisingthe Agent settling, subordinating, compromising, discharging or releasing the same. The Guarantor acknowledges agrees that it will receive direct each Secured Party may heretofore, now or at any time hereafter do any or all of the foregoing in such manner, upon such terms and indirect benefits at such times as each Secured Party, in its sole and absolute discretion, deems advisable, without in any way or respect impairing, affecting, reducing or releasing the Guarantor from the financing arrangements contemplated by Guarantor's Obligations, and the Indenture Guarantor hereby consents to each and this Guarantee and that all of the waiver set forth in this Section 4 is knowingly made in contemplation of such benefitsforegoing events or occurrences.

Waiver; Subrogation. (a) The Guarantor CSI hereby waives promptness, diligence, notice of acceptance the following events or occurrences: (i) the Lenders heretofore, now or from time to time hereafter making Credit Extensions and any other notice with respect issuing Letters of Credit and otherwise loaning monies or giving or extending credit to or for the benefit of Borrower, whether pursuant to this Guarantee and any requirement that the Trustee, Agreement or the Holders of any Debt Securities protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Issuer Notes or any other Person Loan Document or any collateralamendments, modifications, or supplements thereto, or replacements or extensions thereof; (ii) the Benefited Parties or Borrower heretofore, now or at any time hereafter, obtaining, amending, substituting for, releasing, waiving or modifying this Agreement, the Notes or any other Loan Documents; (iii) presentment, demand, default, non-payment, partial payment and protest; (iv) any Benefited Party heretofore, now or at any time hereafter granting to Borrower (or any other party liable to the Benefited Parties on account of Borrower’s Obligations) or to any other Guarantor any indulgence or extensions of time of payment of Borrower’s Obligations, and (v) any Benefited Party heretofore, now or at any time hereafter accepting from Borrower, any other Guarantor or any other Person, any partial payment or payments on account of Borrower’s Obligations or any collateral securing the payment thereof or Agent settling, subordinating, compromising, discharging or releasing the same. CSI agrees that each Benefited Party may heretofore, now or at any time hereafter do any or all of the foregoing in such manner, upon such terms and at such times as each Benefited Party, in its sole and absolute discretion, deems advisable, without in any way or respect impairing, affecting, reducing or releasing CSI from its Guarantor’s Obligations, and CSI hereby consents to each and all of the foregoing events or occurrences. (b) The Guarantor CSI hereby irrevocably agrees that payment or performance by CSI of the Guarantee made under this Article V may be enforced by Agent on behalf of the Benefited Parties upon demand by Agent to CSI without Agent being required, and CSI expressly waives any claims or other rights that right it may now have to require Agent, to (i) prosecute collection or hereafter acquire seek to enforce or resort to any remedies against the Issuer that arise from the existenceBorrower or any other Guarantor, paymentor (ii) seek to enforce or resort to any remedies with respect to any security interests, performance Liens or enforcement of the Guarantor’s obligations under this Guarantee or the Indenture, including, without limitationencumbrances granted to Agent by Borrower, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Trustee, or the Holders of any Debt Securities against the Issuer other Guarantor or any collateral, 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 Issuer, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security Person on account of such claim, remedy or right. If any amount shall be paid to the Guarantor in violation of the preceding sentence at any time prior to the cash payment in full of the Obligations and all other amounts payable under this Guarantee, such amount shall be held in trust for the benefit of the Trustee and the Holders of any Debt Securities and shall forthwith be paid to the Trustee, to be credited and applied to the Obligations and all other amounts payable under this Guarantee, whether matured or unmatured, in accordance with the terms of the Indenture and this Guarantee, or be held as collateral for any Borrower’s Obligations or other amounts payable under this any Guarantee thereafter arising. The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Guarantee and that the waiver set forth in this Section 4 is knowingly made in contemplation of such benefits.thereof, IT BEING EXPRESSLY UNDERSTOOD, ACKNOWLEDGED AND AGREED TO BY CSI THAT DEMAND UNDER THIS ARTICLE V MAY BE MADE BY AGENT, AND THE PROVISIONS HEREOF ENFORCED BY AGENT, EFFECTIVE AS OF THE FIRST DATE ANY EVENT OF DEFAULT OCCURS AND IS CONTINUING UNDER THIS

Waiver; Subrogation. (a) The Each Guarantor hereby waives promptness, diligence, notice of the following events or occurrences: (i) the Agent's (or any Lender's) acceptance and of this Guaranty Agreement; (ii) any other notice with respect Series A Lender's heretofore, now or from time to this Guarantee and time hereafter, making any requirement that advances to the TrusteeBorrower whether pursuant to the Credit Agreement or any Series A Note, or any amendments, modifications, restatements or supplements thereto, or replacements or extensions thereof; (iii) the Holders of any Debt Securities protectBorrower, secure, perfect or insure any security interest or lien the Agent or any property subject thereto Lender heretofore, now or exhaust at any right time hereafter, obtaining, amending, substituting for, releasing, waiving or take modifying the Credit Agreement, any action against the Issuer Series A Note or any other Person Operative Agreements; (iv) presentment, demand, notices of default, non-payment, partial payment and protest; (v) the Agent (or any collateralLender) heretofore, now or at any time hereafter, granting to the Borrower (or any other party liable to the Lessor on account of the Borrower's Liabilities) any indulgence or extensions of time of payment of the Borrower's Liabilities; and (vi) the Borrower heretofore, now or at any time hereafter, accepting from the Agent (or any Lender) or any other person, any partial payment or payments on account of the Borrower's Liabilities or any collateral securing the payment thereof or the Agent (or any Lender) settling, subordinating, compromising, discharging or releasing the same. Each Guarantor agrees that on or after the Completion Date the Agent (or any Lender) may at any time thereafter do any or all of the foregoing in such manner, upon such terms and at such times as the Agent (or any Lender), in its sole and absolute discretion, deems advisable, without in any way or respect impairing, affecting, reducing or releasing any Guarantor from the Guarantor's Obligations, and each Guarantor hereby consents to each and all of the foregoing events or occurrences. (b) The Each Guarantor hereby irrevocably waives any claims agrees that payment or other rights that it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement by such Guarantor of the Guarantor’s obligations 's Obligations under this Guarantee Guaranty Agreement may be enforced by the Agent upon demand by the Agent to such Guarantor without the Agent being required, each Guarantor expressly waiving any right it may have to require the Agent, to (i) prosecute collection or seek to enforce or resort to any remedies against the Lessee, the Borrower or the Indentureother Guarantors or any other guarantor of the Lessee's Liabilities, IT BEING EXPRESSLY UNDERSTOOD, ACKNOWLEDGED AND AGREED TO BY EACH GUARANTOR THAT DEMAND UNDER THIS GUARANTY AGREEMENT MAY BE MADE BY THE AGENT, AND THE PROVISIONS HEREOF ENFORCED BY THE AGENT, EFFECTIVE AS OF THE FIRST DATE ON OR AFTER THE COMPLETION DATE ANY EVENT OF DEFAULT OCCURS AND IS CONTINUING, or (ii) seek to enforce or resort to any remedies with respect to any security interests, Liens or encumbrances granted to the Agent by the Borrower or any other Person on account of the Lessee's Liabilities or any guaranty thereof. The Agent shall not have any obligation to protect, secure or insure any of the foregoing security interests, Liens or encumbrances on the properties or interests in properties subject thereto. The Guarantor's Obligations shall in no way be impaired, affected, reduced, or released by reason of the Agent's failure or delay to do or take any of the acts, actions or things described in this Guaranty Agreement including, without limitationlimiting the generality of the foregoing, those acts, actions and things described in this SECTION 10. (c) Each Guarantor further agrees with respect to this Guaranty Agreement that, until the Borrower's Liabilities have been paid in full and the Lenders and the Holders have no further obligation to make any Loan or Holder Advance, no Guarantor shall have any right of subrogation, reimbursementreimbursement or indemnity, exoneration, contribution or indemnification and nor any right of recourse to participate in security for the Borrower's Liabilities. This waiver is expressly intended to prevent the existence of any claim or remedy in respect to such reimbursement by any Guarantor against the estate of Borrower within the meaning of Section 101 of the TrusteeBankruptcy Code, or the Holders and to prevent each Guarantor from constituting a creditor of any Debt Securities against the Issuer or any collateral, whether or not such claim, remedy or right arises Borrower in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account respect of such claim, remedy or right. If any amount shall be paid to reimbursement within the Guarantor in violation meaning of Section 547(b) of the preceding sentence Bankruptcy Code in the event of a subsequent case involving the Lessee. (d) Any claim or claims that the Agent may at any time prior to the cash payment in full of the Obligations and all other amounts payable hereafter have against any Guarantor under this Guarantee, such amount shall Guaranty Agreement may be held in trust for the benefit of the Trustee and the Holders of any Debt Securities and shall forthwith be paid to the Trustee, to be credited and applied to the Obligations and all other amounts payable under this Guarantee, whether matured or unmatured, in accordance with the terms of the Indenture and this Guarantee, or be held as collateral for any Obligations or other amounts payable under this Guarantee thereafter arising. The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated asserted by the Indenture and this Guarantee and that the waiver set forth in this Section 4 is knowingly made in contemplation of Agent by written notice directed to such benefitsGuarantor.

Waiver; Subrogation. (a) The Guarantor hereby waives promptness, diligence, notice of acceptance and any other notice with respect to this Guarantee and any requirement that the Trustee, or the Holders of any Debt Securities protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person or any collateral. (b) The Guarantor hereby irrevocably waives any claims or other shall be subrogated to all rights that it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of the Guarantor’s obligations under this Guarantee or the Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Trustee, or the Holders of any Debt Securities and the Trustee against the Issuer in respect of any amounts paid to such Holder by the Guarantor pursuant to the provisions of this Guarantee; provided, however, that the Guarantor shall not exercise, or receive any collateralpayments arising out of or based upon, whether or not such claim, remedy or right arises of subrogation which it may have at any time under this Guarantee and the Guarantor waives all rights of set off and counter-claim against the Issuer until the principal and interest on all Debt Securities issued under such Indenture shall have been paid in equity or under contract, statute or common law, including, without limitationfull. For the avoidance of doubt, the Guarantor’s agreement not to exercise its right of subrogation (or to take receive any payments arising out of or receive from based upon such right) shall not be construed as a waiver, as between the Guarantor and the Issuer, 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, remedy or right. If any amount shall be paid to the Guarantor in violation of the preceding sentence two sentences at any time prior to the cash payment in full of the Obligations and all other amounts payable under this Guarantee, such amount shall be held in trust for the benefit of the Trustee and the Holders of any Debt Securities and shall forthwith be paid to the Trustee, to be credited and applied to the Obligations and all other amounts payable under this Guarantee, whether matured or unmatured, in accordance with the terms of the Indenture and this Guarantee, or be held as collateral for any Obligations or other amounts payable under this Guarantee thereafter arising. The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Guarantee and that the waiver set forth in this Section 4 is knowingly made in contemplation of such benefits.

Waiver; Subrogation. (a) The Each Subsidiary Guarantor hereby waives promptness, diligence, presentment, demand of payment, notice of acceptance and any other notice with respect to this its Guarantee and any requirement that the Trustee, or the Holders of any Debt Securities Notes, protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person person or any collateral. (b) The Each Subsidiary Guarantor hereby irrevocably waives any claims or other rights that it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of the such Subsidiary Guarantor’s obligations under the Original Indenture and this Guarantee or the IndentureTwenty-Sixth Supplemental Indenture (including its Guarantee), including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Trustee, or the Holders of any Debt Securities Notes, against the Issuer or any collateral, 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 Issuer, 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, remedy or right. If any amount shall be paid to the such Subsidiary Guarantor in violation of the preceding sentence at any time prior to the cash payment in full of the Obligations and all other amounts payable under this Guaranteethe Guarantees, such amount shall be held in trust for the benefit of the Trustee and the Holders of any Debt Securities Notes and shall forthwith be paid to the Trustee, to be credited and applied to the Obligations and all other amounts payable under this its Guarantee, whether matured or unmatured, in accordance with the terms of the Original Indenture and this GuaranteeTwenty-Sixth Supplemental Indenture (including the Guarantees), or be held as collateral for any Obligations or other amounts payable under this Guarantee the Guarantees thereafter arising. The Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Original Indenture and this Guarantee Twenty-Sixth Supplemental Indenture (including its Guarantee) and that the waiver set forth in this Section 4 3.4 is knowingly made in contemplation of such benefits.

Waiver; Subrogation. (a) The Guarantor hereby waives promptness, diligence, notice of the following events or occurrences: (i) the Agent's acceptance and any other notice with respect to of this Guarantee and any requirement that Guaranty Agreement; (ii) the TrusteeConduit's heretofore, or the Holders of any Debt Securities protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person or any collateral. (b) The Guarantor hereby irrevocably waives any claims or other rights that it may now or from time to time hereafter acquire against the Issuer that arise from the existence, payment, performance making Advances and otherwise loaning monies or enforcement of the Guarantor’s obligations under this Guarantee giving or the Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution extending credit to or indemnification and any right to participate in any claim or remedy of the Trustee, or the Holders of any Debt Securities against the Issuer or any collateral, 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 Issuer, 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, remedy or right. If any amount shall be paid to the Guarantor in violation of the preceding sentence at any time prior to the cash payment in full of the Obligations and all other amounts payable under this Guarantee, such amount shall be held in trust for the benefit of the Trustee and the Holders of any Debt Securities and shall forthwith be paid Borrower, whether pursuant to the TrusteeLSA or any other Transaction Document or any amendments, to be credited modifications, or supplements thereto, or replacements or extensions thereof, (iii) the Investors or the Borrower heretofore, now or at any time hereafter, obtaining, amending, substituting for, releasing, waiving or modifying the LSA or any other Transaction Documents; (iv) presentment, demand, default, non-payment, partial payment and applied protest; (v) any Investor heretofore, now or at any time hereafter granting to the Obligations and all Borrower (or any other amounts payable under this Guarantee, whether matured or unmatured, in accordance with party liable to the terms Conduit on account of the Indenture and this Guarantee, Borrower's Obligations) or be held as collateral for to the Guarantor any indulgence or extensions of time of payment of the Borrower's Obligations or the Guarantor's Obligations, respectively; and (vi) any Investor heretofore, now or at any time hereafter accepting from the Borrower, the Guarantor, any other amounts payable under this Guarantee thereafter arisingguarantor of the Borrower's Obligations or any other Person, any partial payment or payments on account of the Borrower's Obligations or any collateral securing the payment thereof or the Agent settling, subordinating, compromising, discharging or releasing the same. The Guarantor acknowledges agrees that it will receive direct each Investor may heretofore, now or at any time hereafter do any or all of the foregoing in such manner, upon such terms and indirect benefits at such times as each Investor, in its sole and absolute discretion, deems advisable, without in any way or respect impairing, affecting, reducing or releasing the Guarantor from the financing arrangements contemplated by Guarantor's Obligations, and the Indenture Guarantor hereby consents to each and this Guarantee and that all of the waiver set forth in this Section 4 is knowingly made in contemplation of such benefitsforegoing events or occurrences.

Waiver; Subrogation. (a) The Each Guarantor hereby waives promptness, diligence, notice of the following events or occurrences: (i) the Agent's acceptance and of this Guaranty Agreement; (ii) the Lenders' heretofore, now or from time to time hereafter loaning monies or giving or extending credit to or for the benefit of the Borrower, whether pursuant to the Credit Agreement or the Notes or any other notice with respect to this Guarantee and any requirement that the Trusteeamendments, modifications, or supplements thereto, or replacements or extensions thereof; (iii) the Holders of Agent, the Lenders or the Borrower heretofore, now or at any Debt Securities protecttime hereafter, secureobtaining, perfect amending, substituting for, releasing, waiving or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against modifying the Issuer Credit Agreement, the Notes or any other Person Loan Documents; (iv) presentment, demand, default, non-payment, partial payment and protest; (v) the Agent or the Lenders heretofore, now or at any time hereafter granting to the Borrower (or any collateralother party liable to the Lenders on account of the Borrower's Liabilities) any indulgence or extensions of time of payment of the Borrower's Liabilities; and (vi) the Agent or the Lenders heretofore, now or at any time hereafter accepting from the Borrower, any other Guarantor, any other guarantor of the Borrower's Liabilities or any other Person, any partial payment or payments on account of the Borrower's Liabilities or any collateral securing the payment thereof or the Agent settling, subordinating, compromising, discharging or releasing the same. Each Guarantor agrees that the Agent and each Lender may heretofore, now or at any time hereafter do any or all of the foregoing in such manner, upon such terms and at such times as the Agent and each Lender, in its sole and absolute discretion, deems advisable, without in any way or respect impairing, affecting, reducing or releasing such Guarantor from the Guarantors' Obligations, and each Guarantor hereby consents to each and all of the foregoing events or occurrences. (b) The Each Guarantor hereby irrevocably waives agrees that payment or performance by such Guarantor of the Guarantors' Obligations under this Guaranty Agreement may be enforced by the Agent on behalf of the Lenders upon demand by the Agent to such Guarantor without the Agent being required, such Guarantor expressly waiving any claims or other rights that right it may now have to require the Agent, to (i) prosecute collection or hereafter acquire seek to enforce or resort to any remedies against the Issuer that arise from the existence, payment, performance Borrower or enforcement any other Guarantor or any other guarantor of the Guarantor’s obligations under Borrower's Liabilities, IT BEING EXPRESSLY UNDERSTOOD, ACKNOWLEDGED AND AGREED TO BY SUCH GUARANTOR THAT DEMAND UNDER THIS GUARANTY AGREEMENT MAY BE MADE BY THE AGENT, AND THE PROVISIONS HEREOF ENFORCED BY THE AGENT, EFFECTIVE AS OF THE FIRST DATE ANY EVENT OF DEFAULT OCCURS AND IS CONTINUING UNDER THE CREDIT AGREEMENT, or (ii) seek to enforce or resort to any remedies with respect to any security interests, Liens or encumbrances granted to the Agent by the Borrower, any other Guarantor or any other Person on account of the Borrower's Liabilities or any guaranty thereof. Neither the Agent nor any Lender shall have any obligation to protect, secure or insure any of the foregoing security interests, Liens or encumbrances on the properties or interests in properties subject thereto. The Guarantors' Obligations shall in no way be impaired, affected, reduced, or released by reason of the Agent's or any Lender's failure or delay to do or take any of the acts, actions or things described in this Guarantee or the Indenture, Guaranty including, without limitationlimiting the generality of the foregoing, any those acts, actions and things described in this Section 9. (c) Each Guarantor further agrees with respect to this Guaranty that such Guarantor shall have no right of subrogation, reimbursementreimbursement or indemnity, exoneration, contribution or indemnification and nor any right of recourse to participate in any claim or remedy of the Trustee, or the Holders of any Debt Securities against the Issuer or any collateral, 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 Issuer, 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, remedy or right. If any amount shall be paid to the Guarantor in violation of the preceding sentence at any time prior to the cash payment in full of the Obligations and all other amounts payable under this Guarantee, such amount shall be held in trust for the benefit of Borrower's Liabilities until the Trustee and the Holders of any Debt Securities and shall forthwith be paid to the Trustee, to be credited and applied to the Obligations and all other amounts payable under this Guarantee, whether matured or unmatured, in accordance with the terms of the Indenture and this Guarantee, or be held as collateral for any Obligations or other amounts payable under this Guarantee thereafter arising. The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Guarantee and that the waiver set forth in this Section 4 is knowingly made in contemplation of such benefitsFacility Termination Date.

Waiver; Subrogation. (a) The Each Guarantor hereby waives promptness, diligence, notice of the following events or occurrences: (i) the acceptance and any other notice with respect of this Guaranty by the Collateral Agent for the benefit of the Purchasers; (ii) the Purchasers' purchase of the Securities, whether pursuant to this Guarantee and any requirement that the Trustee, Purchase Agreement or otherwise; (iii) the Purchasers or the Holders of Company heretofore, now or at any Debt time hereafter, obtaining, amending, substituting for, releasing, waiving or modifying the Purchase Agreement, the Securities protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person Transaction Documents; (iv) presentment, demand, default, non-payment, partial payment and protest; (v) the Purchasers heretofore, now or at any time hereafter granting to the Company (or any collateralother party liable to the Purchasers on account of the Company's Liabilities) or to any certain Guarantor any indulgence or extensions of time of payment of the Company's Liabilities or Guarantors' Obligations, respectively; and (vi) the Purchasers heretofore, now or at any time hereafter accepting from the Company, any Guarantor, any other guarantor of the Company's Liabilities or any other Person, any partial payment or payments on account of the Company's Liabilities or any collateral securing the payment thereof or the Purchasers settling, subordinating, compromising, discharging or releasing the same. Each Guarantor agrees that the Collateral Agent for the benefit of the Purchasers may heretofore, now or at any time hereafter do any or all of the foregoing in such manner, upon such terms and at such times as the Collateral Agent for the benefit of the Purchasers, in its sole and absolute discretion, deems advisable, without in any way or respect impairing, affecting, reducing or releasing such Guarantor from the Guarantors' Obligations, and each Guarantor hereby consents to each and all of the foregoing events or occurrences. (b) The Each Guarantor hereby irrevocably waives any claims agrees that payment or other rights that it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement by such Guarantor of the Guarantor’s obligations Guarantors' Obligations under this Guarantee or Guaranty may be enforced by the Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Trustee, or the Holders of any Debt Securities against the Issuer or any collateral, 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 Issuer, 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, remedy or right. If any amount shall be paid to the Guarantor in violation of the preceding sentence at any time prior to the cash payment in full of the Obligations and all other amounts payable under this Guarantee, such amount shall be held in trust Collateral Agent for the benefit of the Trustee and Purchasers upon demand by the Holders of any Debt Securities and shall forthwith be paid to Collateral Agent for the Trustee, to be credited and applied to the Obligations and all other amounts payable under this Guarantee, whether matured or unmatured, in accordance with the terms benefit of the Indenture and this Guarantee, or be held as collateral for any Obligations or other amounts payable under this Guarantee thereafter arising. The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Guarantee and that the waiver set forth in this Section 4 is knowingly made in contemplation of such benefits.Purchasers

Waiver; Subrogation. (a) The Each Subsidiary Guarantor hereby waives promptness, diligence, presentment, demand of payment, notice of acceptance and any other notice with respect to this its Guarantee and any requirement that the Trustee, or the Holders of any Debt Securities Notes, protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person person or any collateral. (b) The Each Subsidiary Guarantor hereby irrevocably waives any claims or other rights that it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of the such Subsidiary Guarantor’s obligations under the Original Indenture and this Guarantee or the IndentureEighteenth Supplemental Indenture (including its Guarantee), including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Trustee, or the Holders of any Debt Securities Notes, against the Issuer or any collateral, 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 Issuer, 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, remedy or right. If any amount shall be paid to the such Subsidiary Guarantor in violation of the preceding sentence at any time prior to the cash payment in full of the Obligations and all other amounts payable under this Guaranteethe Guarantees, such amount shall be held in trust for the benefit of the Trustee and the Holders of any Debt Securities Notes and shall forthwith be paid to the Trustee, to be credited and applied to the Obligations and all other amounts payable under this its Guarantee, whether matured or unmatured, in accordance with the terms of the Original Indenture and this GuaranteeEighteenth Supplemental Indenture (including the Guarantees), or be held as collateral for any Obligations or other amounts payable under this Guarantee the Guarantees thereafter arising. The Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Original Indenture and this Guarantee Eighteenth Supplemental Indenture (including its Guarantee) and that the waiver set forth in this Section 4 3.4 is knowingly made in contemplation of such benefits.

Waiver; Subrogation. (a) The Each Guarantor hereby waives promptness, diligence, notice of the following events or occurrences: (i) the Agent's acceptance and of this Guaranty Agreement; (ii) the Lenders' heretofore, now or from time to time hereafter loaning monies or giving or extending credit to or for the benefit of the Borrower, whether pursuant to the Credit Agreement or the Notes or any other notice with respect to this Guarantee and any requirement that the Trusteeamendments, modifications, or supplements thereto, or replacements or extensions thereof; (iii) the Holders of Agent, the Lenders or the Borrower heretofore, now or at any Debt Securities protecttime hereafter, secureobtaining, perfect amending, substituting for, releasing, waiving or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against modifying the Issuer Credit Agreement, the Notes or any other Person Loan Documents; (iv) presentment, demand, notices of default, non-payment, partial payment and protest; (v) the Agent or the Lenders heretofore, now or at any time hereafter granting to the Borrower (or any collateralother party liable to the Lenders on account of the Borrower's Liabilities) any indulgence or extensions of time of payment of the Borrower's Liabilities; and (vi) the Agent or the Lenders heretofore, now or at any time hereafter accepting from the Borrower or any other person, any partial payment or payments on account of the Borrower's Liabilities or any collateral securing the payment thereof or the Agent settling, subordinating, compromising, discharging or releasing the same. Each Guarantor agrees that the Agent and each Lender may heretofore, now or at any time hereafter do any or all of the foregoing in such manner, upon such terms and at such times as the Agent or any Lender, in its sole and absolute discretion, deems advisable, without in any way or respect impairing, affecting, reducing or releasing such Guarantor from the Guarantors' Obligations, and each Guarantor hereby consents to each and all of the foregoing events or occurrences. (b) The Each Guarantor hereby irrevocably waives agrees that payment or performance by such Guarantor of the Guarantors' Obligations under this Guaranty Agreement may be enforced by the Agent on behalf of the Secured Parties upon demand by the Agent to such Guarantor without the Agent being required, each Guarantor expressly waiving any claims right it may have to require the Agent, to (i) prosecute collection or seek to enforce or resort to any remedies against the Borrower or any other Guarantor or any other guarantor of the Borrower's Liabilities, it being expressly understood, acknowledged and agreed to by each Guarantor that demand under this Guaranty Agreement may be made by the Agent, and the provisions hereof enforced by the Agent, effective as of the first date any Event of Default occurs and is continuing under the Credit Agreement, or (ii) seek to enforce or resort to any remedies with respect to any security interests, Liens or encumbrances granted to the Agent by the Borrower or any other Guarantor or other rights that it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement Person on account of the Guarantor’s obligations under Borrower's Liabilities or any guaranty thereof. Neither the Agent nor any Lender shall have any obligation to protect, secure or insure any of the foregoing security interests, Liens or encumbrances on the properties or interests in properties subject thereto. The Guarantors' Obligations shall in no way be impaired, affected, reduced, or released by reason of the Agent's or any Lender's failure or delay to do or take any of the acts, actions or things described in this Guarantee or the Indenture, Guaranty Agreement including, without limitationlimiting the generality of the foregoing, any those acts, actions and things described in this Section 8. (c) Each Guarantor further agrees with respect to this Guaranty Agreement that it shall have no right of subrogation, reimbursementreimbursement or indemnity, exoneration, contribution or indemnification and nor any right of recourse to participate in security for the Borrower's Liabilities. This waiver is expressly intended to prevent the existence of any claim or remedy in respect to such reimbursement by the Guarantor against the estate of Borrower within the meaning of Section 101 of the TrusteeBankruptcy Code, or and to prevent the Holders Guarantor from constituting a creditor of any Debt Securities against the Issuer or any collateral, whether or not such claim, remedy or right arises Borrower in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account respect of such claim, remedy or right. If any amount shall be paid to reimbursement within the Guarantor in violation meaning of Section 547(b) of the preceding sentence at any time prior to Bankruptcy Code in the cash payment in full event of a subsequent case involving the Obligations and all other amounts payable under this Guarantee, such amount shall be held in trust for the benefit of the Trustee and the Holders of any Debt Securities and shall forthwith be paid to the Trustee, to be credited and applied to the Obligations and all other amounts payable under this Guarantee, whether matured or unmatured, in accordance with the terms of the Indenture and this Guarantee, or be held as collateral for any Obligations or other amounts payable under this Guarantee thereafter arising. The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Guarantee and that the waiver set forth in this Section 4 is knowingly made in contemplation of such benefitsBorrower.

Waiver; Subrogation. (a) The Guarantor hereby waives promptness, diligence, notice of acceptance and any other notice with respect to this Guarantee and any requirement that the TrusteeJPMorgan Chase, as Administrative Agent, or the Holders of any Debt Securities Lender protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Issuer Altria or any other Person or any collateral. (b) The Guarantor hereby irrevocably waives any claims or other rights that it may now or hereafter acquire against the Issuer Altria that arise from the existence, payment, performance or enforcement of the Guarantor’s obligations under this Guarantee or the IndentureBridge Loan Agreement, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the TrusteeJPMorgan Chase, as Administrative Agent, or the Holders of any Debt Securities Lender against the Issuer Altria or any collateral, 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 IssuerAltria, 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, remedy or right. If any amount shall be paid to the Guarantor in violation of the preceding sentence at any time prior to the cash payment in full of the Obligations and all other amounts payable under this Guarantee, such amount shall be held in trust for the benefit of the Trustee JPMorgan Chase, as Administrative Agent, and the Holders of any Debt Securities Lenders and shall forthwith be paid to the TrusteeJPMorgan Chase, as Administrative Agent, to be credited and applied to the Obligations and all other amounts payable under this Guarantee, whether matured or unmatured, in accordance with the terms of the Indenture Bridge Loan Agreement and this Guarantee, or be held as collateral for any Obligations or other amounts payable under this Guarantee thereafter arising. The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture Bridge Loan Agreement and this Guarantee and that the waiver set forth in this Section 4 4(b) is knowingly made in contemplation of such benefits.

Waiver; Subrogation. (a) The Each Guarantor hereby waives promptness, diligence, notice of the following events or occurrences: (i) the Agent's acceptance and of this Guaranty Agreement; (ii) the Lenders' heretofore, now or from time to time hereafter loaning monies or giving or extending credit to or for the benefit of the Borrower, whether pursuant to the Credit Agreement or the Notes or any other notice with respect to this Guarantee and any requirement that the Trusteeamendments, modifications, or supplements thereto, or replacements or extensions thereof; (iii) the Holders of Agent, the Lenders or the Borrower heretofore, now or at any Debt Securities protecttime hereafter, secureobtaining, perfect amending, substituting for, releasing, waiving or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against modifying the Issuer Credit Agreement, the Notes or any other Person Loan Documents; (iv) presentment, demand, default, non-payment, partial payment and protest; (v) the Agent or the Lenders heretofore, now or at any time hereafter granting to the Borrower (or any collateralother party liable to the Lenders on account of the Borrower's Liabilities) any indulgence or extensions of time of payment of the Borrower's Liabilities; and (vi) the Agent or the Lenders heretofore, now or at any time hereafter accepting from the Borrower, any other Guarantor, any other guarantor of the Borrower's Liabilities or any other Person, any partial payment or payments on account of the Borrower's Liabilities or any collateral securing the payment thereof or the Agent settling, subordinating, compromising, discharging or releasing the same. Each Guarantor agrees that the Agent and each Lender may heretofore, now or at any time hereafter do any or all of the foregoing in such manner, upon such terms and at such times as the Agent and each Lender, in its sole and absolute discretion, deems advisable, without in any way or respect impairing, affecting, reducing or releasing such Guarantor from the Guarantors' Obligations, and each Guarantor hereby consents to each and all of the foregoing events or occurrences. (b) The Each Guarantor hereby irrevocably waives agrees that payment or performance by such Guarantor of the Guarantors' Obligations under this Guaranty Agreement may be enforced by the Agent on behalf of the Lenders upon demand by the Agent to such Guarantor without the Agent being required, such Guarantor expressly waiving any claims or other rights that right it may now have to require the Agent, to (i) prosecute collection or hereafter acquire seek to enforce or resort to any remedies against the Issuer that arise from the existence, payment, performance Borrower or enforcement any other Guarantor or any other guarantor of the Guarantor’s obligations under Borrower's Liabilities, IT BEING EXPRESSLY UNDERSTOOD, ACKNOWLEDGED AND AGREED GUARANTY AGREEMENT TO BY SUCH GUARANTOR THAT DEMAND UNDER THIS GUARANTY AGREEMENT MAY BE MADE BY THE AGENT, AND THE PROVISIONS HEREOF ENFORCED BY THE AGENT, EFFECTIVE AS OF THE FIRST DATE ANY EVENT OF DEFAULT OCCURS AND IS CONTINUING UNDER THE CREDIT AGREEMENT, or (ii) seek to enforce or resort to any remedies with respect to any security interests, Liens or encumbrances granted to the Agent by the Borrower, any other Guarantor or any other Person on account of the Borrower's Liabilities or any guaranty thereof. Neither the Agent nor any Lender shall have any obligation to protect, secure or insure any of the foregoing security interests, Liens or encumbrances on the properties or interests in properties subject thereto. The Guarantors' Obligations shall in no way be impaired, affected, reduced, or released by reason of the Agent's or any Lender's failure or delay to do or take any of the acts, actions or things described in this Guarantee or the Indenture, Guaranty including, without limitationlimiting the generality of the foregoing, any those acts, actions and things described in this Section 9. (c) Each Guarantor further agrees with respect to this Guaranty that such Guarantor shall have no right of subrogation, reimbursementreimbursement or indemnity, exoneration, contribution or indemnification and nor any right of recourse to participate in any claim or remedy of the Trustee, or the Holders of any Debt Securities against the Issuer or any collateral, 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 Issuer, 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, remedy or right. If any amount shall be paid to the Guarantor in violation of the preceding sentence at any time prior to the cash payment in full of the Obligations and all other amounts payable under this Guarantee, such amount shall be held in trust for the benefit of Borrower's Liabilities until the Trustee and the Holders of any Debt Securities and shall forthwith be paid to the Trustee, to be credited and applied to the Obligations and all other amounts payable under this Guarantee, whether matured or unmatured, in accordance with the terms of the Indenture and this Guarantee, or be held as collateral for any Obligations or other amounts payable under this Guarantee thereafter arising. The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Guarantee and that the waiver set forth in this Section 4 is knowingly made in contemplation of such benefitsFacility Termination Date.

Waiver; Subrogation. (a) The Guarantor hereby waives promptness, diligence, notice of the following events or occurrences: (i) the Administrative Agent's acceptance of this Guaranty Agreement; (ii) the Lenders' heretofore, now or from time to time hereafter making Loans and any other notice with respect otherwise loaning monies or giving or extending credit to this Guarantee and any requirement that or for the Trusteebenefit of the Borrower, whether pursuant to the Credit Agreement or the Holders of any Debt Securities protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Issuer Notes or any other Person Loan Document or any collateralamendments, modifications, or supplements thereto, or replacements or extensions thereof; (iii) the Secured Parties or the Borrower heretofore, now or at any time hereafter, obtaining, amending, sub stituting for, releasing, waiving or modifying the Credit Agreement, the Notes or any other Loan Documents; (iv) presentment, demand, default, non-payment, partial payment and 136 protest; (v) any Secured Party heretofore, now or at any time hereafter granting to the Borrower (or any other party liable to the Lenders on account of the Borrower's Liabilities) or to any certain Guarantor any indulgence or extensions of time of payment of the Borrower's Liabilities or Guarantors' Obligations, respectively; and (vi) any Secured Party heretofore, now or at any time hereafter accepting from the Borrower, any other Guarantor, any other guarantor of the Borrower's Liabilities or any other Person, any partial payment or payments on account of the Borrower's Liabilities or any collateral securing the payment thereof or the Administrative Agent settling, subordinating, compromising, discharging or releasing the same. The Guarantor agrees that each Secured Party may heretofore, now or at any time hereafter do any or all of the foregoing in such manner, upon such terms and at such times as each Secured Party, in its sole and absolute discretion, deems advisable, without in any way or respect impairing, affecting, reducing or releasing the Guarantor from the Guarantors' Obligations, and the Guarantor hereby consents to each and all of the foregoing events or occurrences. (b) The Guarantor hereby irrevocably waives agrees that payment or performance by the Guarantor of the Guarantors' Obligations under this Guaranty Agreement may be enforced by the Administrative Agent on behalf of the Lenders upon demand by the Administrative Agent to the Guarantor without the Administrative Agent being required, the Guarantor expressly waiving any claims or other rights that right it may now have to require the Administrative Agent, to (i) prosecute collection or hereafter acquire seek to enforce or resort to any remedies against the Issuer that arise from the existence, payment, performance Borrower or enforcement any other Guarantor or any other guarantor of the Guarantor’s obligations under Borrower's Liabilities, or (ii) seek to enforce or resort to any remedies with respect to any security interests, Liens or encumbrances granted to the Administrative Agent by the Borrower, any other Guarantor or any other Person on account of the Borrower's Liabilities or any guaranty thereof, IT BEING EXPRESSLY UNDERSTOOD, ACKNOWLEDGED AND AGREED TO BY THE GUARANTOR THAT DEMAND UNDER THIS GUARANTY AGREEMENT MAY BE MADE BY THE ADMINISTRATIVE AGENT, AND THE PROVISIONS HEREOF ENFORCED BY THE ADMINISTRATIVE AGENT, EFFECTIVE AS OF THE FIRST DATE ANY EVENT OF DEFAULT OCCURS AND IS CONTINUING UNDER THE CREDIT AGREEMENT. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure or insure any of the foregoing security interests, Liens or encumbrances on the properties or interests in properties subject thereto. The Guarantors' Obligations shall in no way be impaired, affected, reduced, or released by reason of any Secured Party's failure or delay to do or take any of the acts, actions or things described in this Guarantee or the Indenture, Guaranty including, without limitationlimiting the generality of the foregoing, any those acts, actions and things described in this Section 7. (c) The Guarantor further agrees with respect to this Guaranty that such Guarantor shall have no right of subrogation, reimbursementreimbursement or indemnity, exoneration, contribution or indemnification and nor any right of recourse to participate in any claim or remedy of the Trustee, or the Holders of any Debt Securities against the Issuer or any collateral, 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 Issuer, 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, remedy or right. If any amount shall be paid to the Guarantor in violation of the preceding sentence at any time prior to the cash payment in full of the Obligations and all other amounts payable under this Guarantee, such amount shall be held in trust for the benefit of Borrower's Liabilities until the Trustee and the Holders of any Debt Securities and shall forthwith be paid to the Trustee, to be credited and applied to the Obligations and all other amounts payable under this Guarantee, whether matured or unmatured, in accordance with the terms of the Indenture and this Guarantee, or be held as collateral for any Obligations or other amounts payable under this Guarantee thereafter arising. The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Guarantee and that the waiver set forth in this Section 4 is knowingly made in contemplation of such benefitsFacility Termination Date.

Waiver; Subrogation. (a) The Guarantor CPV hereby waives promptness, diligence, notice of acceptance the following events or occurrences: (i) the Lenders' heretofore, now or from time to time hereafter making Advances and any other notice with respect issuing Letters of Credit and otherwise loaning monies or giving or extending credit to or for the benefit of the Borrower, whether pursuant to this Guarantee and any requirement that the Trustee, Credit Agreement or the Holders of any Debt Securities protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Issuer Notes or any other Person Loan Document or any collateralamendments, modifications, or supplements thereto, or replacements or extensions thereof; (ii) the Secured Parties or the Borrower heretofore, now or at any time hereafter, obtaining, amending, substituting for, releasing, waiving or modifying this Credit Agreement, the Notes or any other Loan Documents; (iii) presentment, demand, default, non-payment, partial payment and protest; (iv) any Secured Party heretofore, now or at any time hereafter granting to the Borrower (or any other party liable to the Secured Parties on account of the Borrower's Obligations) or to any other Guarantor any indulgence or extensions of time of payment of the Borrower's Obligations, and (v) any Secured Party heretofore, now or at any time hereafter accepting from the Borrower, any other Guarantor or any other Person, any partial payment or payments on account of the Borrower's Obligations or any collateral securing the payment thereof or the Agent settling, subordinating, compromising, discharging or releasing the same. (b) The CPV hereby agrees that payment or performance by CPV of the guaranty made under this ARTICLE V may be enforced by the Agent on behalf of the Secured Parties upon demand by the Agent to CPV without the Agent being required, CPV expressly waiving any right it may have to require the Agent, to (i) prosecute collection or seek to enforce or resort to any remedies against the Borrower or any other Guarantor, or (ii) seek to enforce or resort to any remedies with respect to any security interests, Liens or encumbrances granted to the Agent by the Borrower, any other Guarantor hereby irrevocably waives or any claims other Person on account of the Borrower's Obligations or other rights any guaranty thereof, IT BEING EXPRESSLY UNDERSTOOD, ACKNOWLEDGED AND AGREED TO BY CPV THAT DEMAND UNDER THIS ARTICLE V MAY BE MADE BY THE AGENT, AND THE PROVISIONS HEREOF ENFORCED BY THE AGENT, EFFECTIVE AS OF THE FIRST DATE ANY EVENT OF DEFAULT OCCURS AND IS CONTINUING UNDER THIS CREDIT AGREEMENT. Neither the Agent nor any Lender shall have any obligation to protect, secure or insure any of the foregoing security interests, Liens or encumbrances on the properties or interests in properties subject thereto. (c) CPV further agrees that it may now or hereafter acquire against shall have no right of subrogation (unless and until the Issuer that arise from the existence, payment, performance or enforcement occurrence of the Guarantor’s obligations under this Guarantee Facility Termination Date), reimbursement or the Indentureindemnity, including, without limitation, nor any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right recourse to participate in security for the Borrower's Obligations. This agreement is expressly intended to prevent the existence of any claim or remedy in respect to such reimbursement by CPV against the estate of the TrusteeBorrower within the meaning of Section 101 of the Bankruptcy Code, or and to prevent CPV from constituting a creditor of the Holders of any Debt Securities against the Issuer or any collateral, whether or not such claim, remedy or right arises Borrower in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account respect of such claim, remedy or rightreimbursement within the meaning of Section 547(b) of the Bankruptcy Code in the event of a subsequent case involving the Borrower. If any an amount shall be paid to the Guarantor in violation CPV on account of the preceding sentence such subrogation rights at any time prior to termination of this Credit Agreement in accordance with the cash payment in full provisions of the Obligations and all other amounts payable under this GuaranteeSECTION 13.8, such amount shall be held in trust for the benefit of the Trustee and the Holders of any Debt Securities Secured Parties and shall forthwith be paid to the TrusteeAgent, for the benefit of the Secured Parties, to be credited and applied to upon the Obligations and all other amounts payable under this GuaranteeGuarantor's Obligations, whether matured or unmatured, in accordance with the terms of the Indenture and this Guarantee, or be held as collateral for any Obligations or other amounts payable under this Guarantee thereafter arising. The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Guarantee and that the waiver set forth in this Section 4 is knowingly made in contemplation of such benefitsCredit Agreement.

Waiver; Subrogation. (a) The Guarantor WFS hereby waives promptness, diligence, notice of acceptance the following events or occurrences: (i) the Lender's heretofore, now or from time to time hereafter making Advances and any other notice with respect issuing Letters of Credit and otherwise loaning monies or giving or extending credit to or for the benefit of the Borrowers, whether pursuant to this Guarantee and any requirement that the Trustee, Agreement or the Holders of any Debt Securities protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Issuer Note or any other Person Loan Document or any collateralamendments, modifications, or supplements thereto, or replacements or extensions thereof; (ii) the Lender or the Borrower heretofore, now or at any time hereafter, obtaining, amending, substituting for, releasing, waiving or modifying this Agreement, the Note or any other Loan Documents; (iii) presentment, demand, default, non-payment, partial payment and protest; (iv) the Lender heretofore, now or at any time hereafter granting to the Borrower (or any other party liable to the Lender on account of the Borrower's Obligations) or to any other Guarantor any indulgence or extensions of time of payment of the Borrowers' Obligations, and (v) the Lender heretofore, now or at any time hereafter accepting from either of the Borrowers, any other Guarantor or any other Person, any partial payment or payments on account of the Borrowers' Obligations or any collateral securing the payment thereof or the Agent settling, subordinating, compromising, discharging or releasing the same. (b) WFS hereby agrees that payment or performance by WFS of the guaranty made under this ARTICLE V may be enforced by the Lender upon demand by the Lender to WFS without the Lender being required, CPV expressly waiving any right it may have to require the Lender, to (i) prosecute collection or seek to enforce or resort to any remedies against the Borrower or any other Guarantor, or (ii) seek to enforce or resort to any remedies with respect to any security interests, Liens or encumbrances granted to the Lender by the Borrower, any other Guarantor or any other Person on account of the Borrowers' Liabilities or any guaranty thereof, IT BEING EXPRESSLY UNDERSTOOD, ACKNOWLEDGED AND AGREED TO BY WFS THAT DEMAND UNDER THIS ARTICLE V MAY BE MADE BY THE LENDER, AND THE PROVISIONS HEREOF ENFORCED BY THE LENDER, EFFECTIVE AS OF THE FIRST DATE ANY EVENT OF DEFAULT OCCURS AND IS CONTINUING UNDER THIS AGREEMENT. The Guarantor hereby irrevocably waives Lender shall not have any claims obligation to protect, secure or other rights insure any of the foregoing security interests, Liens or encumbrances on the properties or interests in properties subject thereto. (c) WFS further agrees that it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of the Guarantor’s obligations under this Guarantee or the Indenture, including, without limitation, any shall have no right of subrogation, reimbursementreimbursement or indemnity, exoneration, contribution or indemnification and nor any right of recourse to participate in security for the Borrowers' Obligations. This waiver is expressly intended to prevent the existence of any claim or remedy in respect to such reimbursement by WFS against the estate of the TrusteeBorrowers within the meaning of Section 101 of the Bankruptcy Code, or and to prevent WFS from constituting a creditor of the Holders of any Debt Securities against the Issuer or any collateral, whether or not such claim, remedy or right arises Borrowers in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account respect of such claim, remedy or rightreimbursement within the meaning of Section 547(b) of the Bankruptcy Code in the event of a subsequent case involving the Borrowers. If any an amount shall be paid to the Guarantor in violation WFS on account of the preceding sentence such subrogation rights at any time prior to termination of this Agreement in accordance with the cash payment in full provisions of the Obligations and all other amounts payable under this GuaranteeSECTION 11.8, such amount shall be held in trust for the benefit of the Trustee and the Holders of any Debt Securities Lender and shall forthwith be paid to the Trustee, Lender to be credited and applied to upon the Obligations and all other amounts payable under this GuaranteeGuarantors' Obligations, whether matured or unmatured, in accordance with the terms of the Indenture and this Guarantee, or be held as collateral for any Obligations or other amounts payable under this Guarantee thereafter arising. The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Guarantee and that the waiver set forth in this Section 4 is knowingly made in contemplation of such benefitsAgreement.

Waiver; Subrogation. (a) The Each Subsidiary Guarantor hereby waives promptness, diligence, presentment, demand of payment, notice of acceptance and any other notice with respect to this its Guarantee and any requirement that the Trustee, or the Holders of any Debt Securities Notes, protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person person or any collateral. (b) The Each Subsidiary Guarantor hereby irrevocably waives any claims or other rights that it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of the such Subsidiary Guarantor’s obligations under the Original Indenture and this Guarantee or the IndentureTwenty-Fourth Supplemental Indenture (including its Guarantee), including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Trustee, or the Holders of any Debt Securities Notes, against the Issuer or any collateral, 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 Issuer, 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, remedy or right. If any amount shall be paid to the such Subsidiary Guarantor in violation of the preceding sentence at any time prior to the cash payment in full of the Obligations and all other amounts payable under this Guaranteethe Guarantees, such amount shall be held in trust for the benefit of the Trustee and the Holders of any Debt Securities Notes and shall forthwith be paid to the Trustee, to be credited and applied to the Obligations and all other amounts payable under this its Guarantee, whether matured or unmatured, in accordance with the terms of the Original Indenture and this GuaranteeTwenty-Fourth Supplemental Indenture (including the Guarantees), or be held as collateral for any Obligations or other amounts payable under this Guarantee the Guarantees thereafter arising. The Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Original Indenture and this Guarantee Twenty-Fourth Supplemental Indenture (including its Guarantee) and that the waiver set forth in this Section 4 3.4 is knowingly made in contemplation of such benefits.

Waiver; Subrogation. (a) The Each Guarantor hereby waives promptness, diligence, notice of the following events or occurrences: (i) the Lessor's acceptance and of this Guaranty Agreement; (ii) the Lessor's heretofore, now or from time to time hereafter making any other notice with respect advances to this Guarantee and the Construction Agent or leasing any requirement that Property to the TrusteeLessee, whether pursuant to the Lease or any amendments, modifications, restatements or supplements thereto, or replacements or extensions thereof; (iii) the Holders of Lessor or the Lessee heretofore, now or at any Debt Securities protecttime hereafter, secureobtaining, perfect amending, substituting for, releasing, waiving or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against modifying the Issuer Lease, the Agency Agreement or any other Person Operative Agreements; (iv) presentment, demand, notices of default, non-payment, partial payment and protest; (v) the Lessor heretofore, now or at any time hereafter granting to the Lessee (or any collateralother party liable to the Lessor on account of the Lessee's Liabilities) any indulgence or extensions of time of payment of the Lessee's Liabilities; and (vi) the Lessor heretofore, now or at any time hereafter accepting from the Lessee or any other person, any partial payment or payments on account of the Lessee's Liabilities or any collateral securing the payment thereof or the Lessor settling, subordinating, compromising, discharging or releasing the same. Each Guarantor agrees that the Lessor may heretofore, now or at any time hereafter do any or all of the foregoing in such manner, upon such terms and at such times as the Lessor, in its sole and absolute discretion, deems advisable, without in any way or respect impairing, affecting, reducing or releasing any Guarantor from the Guarantors' Obligations, and each Guarantor hereby consents to each and all of the foregoing events or occurrences. (b) The Each Guarantor hereby irrevocably waives agrees that payment or performance by such Guarantor of the Guarantors' Obligations under this Guaranty Agreement may be enforced by the Lessor upon demand by the Lessor to such Guarantor without the Lessor being required, each Guarantor expressly waiving any claims or other rights that right it may now have to require the Lessor, to (i) prosecute collection or hereafter acquire seek to enforce or resort to any remedies against the Issuer that arise from the existenceLessee, paymentany other Guarantor, performance or enforcement any other guarantor of the Guarantor’s obligations under Lessee's Liabilities, IT BEING EXPRESSLY UNDERSTOOD, ACKNOWLEDGED AND AGREED TO BY EACH GUARANTOR THAT DEMAND UNDER THIS GUARANTY AGREEMENT MAY BE MADE BY THE LESSOR, AND THE PROVISIONS HEREOF ENFORCED BY THE LESSOR, EFFECTIVE AS OF THE FIRST DATE ANY EVENT OF DEFAULT OCCURS AND IS CONTINUING, or (ii) seek to enforce or resort to any remedies with respect to any security interests, Liens or encumbrances granted to the Lessor by the Lessee or any other Person on account of the Lessee's Liabilities or any guaranty thereof. The Lessor shall not have any obligation to protect, secure or insure any of the foregoing security interests, Liens or encumbrances on the properties or interests in properties subject thereto. The Guarantors' Obligations shall in no way be impaired, affected, reduced, or released by reason of the Lessor's failure or delay to do or take any of the acts, actions or things described in this Guarantee or the Indenture, Guaranty Agreement including, without limitationlimiting the generality of the foregoing, those acts, actions and things described in this SECTION 10. (c) Each Guarantor further agrees with respect to this Guaranty Agreement that, until the Lessee's Liabilities have been paid in full and the Lenders and the Holders have no further obligation to make any Loan or Holder Advance, such Guarantor shall have no right of subrogation, reimbursementreimbursement or indemnity, exoneration, contribution or indemnification and nor any right of recourse to participate in security for the Lessee's Liabilities. This waiver is expressly intended to prevent the existence of any claim or remedy in respect to such reimbursement by any Guarantor against the estate of Lessee within the meaning of Section 101 of the TrusteeBankruptcy Code, or the Holders and to prevent any Guarantor from constituting a creditor of any Debt Securities against the Issuer or any collateral, whether or not such claim, remedy or right arises Lessee in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account respect of such claim, remedy or right. If any amount shall be paid to reimbursement within the Guarantor in violation meaning of Section 547(b) of the preceding sentence Bankruptcy Code in the event of a subsequent case involving the Lessee. (d) Any claim or claims that the Lessor may at any time prior to the cash payment in full of the Obligations and all other amounts payable hereafter have against any Guarantor under this Guarantee, such amount shall Guaranty Agreement may be held in trust for the benefit of the Trustee and the Holders of any Debt Securities and shall forthwith be paid to the Trustee, to be credited and applied to the Obligations and all other amounts payable under this Guarantee, whether matured or unmatured, in accordance with the terms of the Indenture and this Guarantee, or be held as collateral for any Obligations or other amounts payable under this Guarantee thereafter arising. The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated asserted by the Indenture and this Guarantee and that the waiver set forth in this Section 4 is knowingly made in contemplation of Lessor by written notice directed to such benefitsGuarantor.

Waiver; Subrogation. (a) The Each Subsidiary Guarantor hereby waives promptness, diligence, presentment, demand of payment, notice of acceptance and any other notice with respect to this Guarantee and any requirement that the Trustee, or the Holders of any Debt Securities Notes, protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person person or any collateral. (b) The Each Subsidiary Guarantor hereby irrevocably waives any claims or other rights that it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of the such Subsidiary Guarantor’s obligations under the Original Indenture and this Guarantee or the IndentureFourteenth Supplemental Indenture (including this Guarantee), including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Trustee, or the Holders of any Debt Securities Notes, against the Issuer or any collateral, 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 Issuer, 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, remedy or right. If any amount shall be paid to the such Subsidiary Guarantor in violation of the preceding sentence at any time prior to the cash payment in full of the Obligations and all other amounts payable under this Guarantee, such amount shall be held in trust for the benefit of the Trustee and the Holders of any Debt Securities Notes and shall forthwith be paid to the Trustee, to be credited and applied to the Obligations and all other amounts payable under this Guarantee, whether matured or unmatured, in accordance with the terms of the Original Indenture and this Fourteenth Supplemental Indenture (including this Guarantee), or be held as collateral for any Obligations or other amounts payable under this Guarantee thereafter arising. The Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Original Indenture and this Guarantee Fourteenth Supplemental Indenture (including this Guarantee) and that the waiver set forth in this Section 4 3.4 is knowingly made in contemplation of such benefits.

Waiver; Subrogation. (a) The Each Subsidiary Guarantor hereby waives promptness, diligence, presentment, demand of payment, notice of acceptance and any other notice with respect to this Guarantee and any requirement that the Trustee, or the Holders of any Debt Securities Notes, protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person person or any collateral. (b) The Each Subsidiary Guarantor hereby irrevocably waives any claims or other rights that it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of the such Subsidiary Guarantor’s obligations under the Original Indenture and this Guarantee or the IndentureFifteenth Supplemental Indenture (including this Guarantee), including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Trustee, or the Holders of any Debt Securities Notes, against the Issuer or any collateral, 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 Issuer, 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, remedy or right. If any amount shall be paid to the such Subsidiary Guarantor in violation of the preceding sentence at any time prior to the cash payment in full of the Obligations and all other amounts payable under this Guarantee, such amount shall be held in trust for the benefit of the Trustee and the Holders of any Debt Securities Notes and shall forthwith be paid to the Trustee, to be credited and applied to the Obligations and all other amounts payable under this Guarantee, whether matured or unmatured, in accordance with the terms of the Original Indenture and this Fifteenth Supplemental Indenture (including this Guarantee), or be held as collateral for any Obligations or other amounts payable under this Guarantee thereafter arising. The Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Original Indenture and this Guarantee Fifteenth Supplemental Indenture (including this Guarantee) and that the waiver set forth in this Section 4 3.4 is knowingly made in contemplation of such benefits.

Waiver; Subrogation. (a) The Guarantor hereby waives promptness, diligence, notice of acceptance and any other notice with respect to this Guarantee and any requirement that the TrusteeJPMorgan Chase, as Administrative Agent, or the Holders of any Debt Securities Lender protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Issuer Altria or any other Person or any collateral. (b) The Guarantor hereby irrevocably waives any claims or other rights that it may now or hereafter acquire against the Issuer Altria that arise from the existence, payment, performance or enforcement of the Guarantor’s obligations under this Guarantee or the IndentureCredit Agreement, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the TrusteeJPMorgan Chase, as Administrative Agent, or the Holders of any Debt Securities Lender against the Issuer Altria or any collateral, 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 IssuerAltria, 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, remedy or right. If any amount shall be paid to the Guarantor in violation of the preceding sentence at any time prior to the cash payment in full of the Obligations and all other amounts payable under this Guarantee, such amount shall be held in trust for the benefit of the Trustee JPMorgan Chase, as Administrative Agent, and the Holders of any Debt Securities Lenders and shall forthwith be paid to the TrusteeJPMorgan Chase, as Administrative Agent, to be credited and applied to the Obligations and all other amounts payable under this Guarantee, whether matured or unmatured, in accordance with the terms of the Indenture Credit Agreement and this Guarantee, or be held as collateral for any Obligations or other amounts payable under this Guarantee thereafter arising. The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture Credit Agreement and this Guarantee and that the waiver set forth in this Section 4 4(b) is knowingly made in contemplation of such benefits.

Waiver; Subrogation. (a) The Each Subsidiary Guarantor hereby waives promptness, diligence, presentment, demand of payment, notice of acceptance and any other notice with respect to this its Guarantee and any requirement that the Trustee, or the Holders of any Debt Securities Notes, protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person person or any collateral. (b) The Each Subsidiary Guarantor hereby irrevocably waives any claims or other rights that it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of the such Subsidiary Guarantor’s obligations under the Original Indenture and this Guarantee or the IndentureTwenty-First Supplemental Indenture (including its Guarantee), including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Trustee, or the Holders of any Debt Securities Notes, against the Issuer or any collateral, 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 Issuer, 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, remedy or right. If any amount shall be paid to the such Subsidiary Guarantor in violation of the preceding sentence at any time prior to the cash payment in full of the Obligations and all other amounts payable under this Guaranteethe Guarantees, such amount shall be held in trust for the benefit of the Trustee and the Holders of any Debt Securities Notes and shall forthwith be paid to the Trustee, to be credited and applied to the Obligations and all other amounts payable under this its Guarantee, whether matured or unmatured, in accordance with the terms of the Original Indenture and this GuaranteeTwenty-First Supplemental Indenture (including the Guarantees), or be held as collateral for any Obligations or other amounts payable under this Guarantee the Guarantees thereafter arising. The Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Original Indenture and this Guarantee Twenty-First Supplemental Indenture (including its Guarantee) and that the waiver set forth in this Section 4 3.4 is knowingly made in contemplation of such benefits.

Waiver; Subrogation. (a) The Each Subsidiary Guarantor hereby waives promptness, diligence, presentment, demand of payment, notice of acceptance and any other notice with respect to this its Guarantee and any requirement that the Trustee, or the Holders of any Debt Securities Notes, protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person person or any collateral. (b) The Each Subsidiary Guarantor hereby irrevocably waives any claims or other rights that it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of the such Subsidiary Guarantor’s obligations under the Original Indenture and this Guarantee or the IndentureTwenty-Eighth Supplemental Indenture (including its Guarantee), including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Trustee, or the Holders of any Debt Securities Notes, against the Issuer or any collateral, 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 Issuer, 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, remedy or right. If any amount shall be paid to the such Subsidiary Guarantor in violation of the preceding sentence at any time prior to the cash payment in full of the Obligations and all other amounts payable under this Guaranteethe Guarantees, such amount shall be held in trust for the benefit of the Trustee and the Holders of any Debt Securities Notes and shall forthwith be paid to the Trustee, to be credited and applied to the Obligations and all other amounts payable under this its Guarantee, whether matured or unmatured, in accordance with the terms of the Original Indenture and this GuaranteeTwenty-Eighth Supplemental Indenture (including the Guarantees), or be held as collateral for any Obligations or other amounts payable under this Guarantee the Guarantees thereafter arising. The Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Original Indenture and this Guarantee Twenty-Eighth Supplemental Indenture (including its Guarantee) and that the waiver set forth in this Section 4 3.4 is knowingly made in contemplation of such benefits.

Waiver; Subrogation. (a) The Guarantor hereby waives promptness, diligence, notice of acceptance and any other notice with respect to this Guarantee and any requirement that the TrusteeXxxxxxx Xxxxx, as Administrative Agent, or the Holders of any Debt Securities Lender protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Issuer Altria or any other Person or any collateral. (b) The Guarantor hereby irrevocably waives any claims or other rights that it may now or hereafter acquire against the Issuer Altria that arise from the existence, payment, performance or enforcement of the Guarantor’s obligations under this Guarantee or the IndentureBridge Loan Agreement, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the TrusteeXxxxxxx Sachs, as Administrative Agent, or the Holders of any Debt Securities Lenders against the Issuer Altria or any collateral, 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 IssuerAltria, 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, remedy or right. If any amount shall be paid to the Guarantor in violation of the preceding sentence at any time prior to the cash payment in full of the Obligations and all other amounts payable under this Guarantee, such amount shall be held in trust for the benefit of the Trustee Xxxxxxx Xxxxx, as Administrative Agent, and the Holders of any Debt Securities Lenders and shall forthwith be paid to the TrusteeXxxxxxx Sachs, as Administrative Agent, to be credited and applied to the Obligations and all other amounts payable under this Guarantee, whether matured or unmatured, in accordance with the terms of the Indenture Bridge Loan Agreement and this Guarantee, or be held as collateral for any Obligations or other amounts payable under this Guarantee thereafter arising. The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture Bridge Loan Agreement and this Guarantee and that the waiver set forth in this Section 4 4(b) is knowingly made in contemplation of such benefits.

Waiver; Subrogation. (a) The Each Guarantor hereby waives promptness, diligence, notice of the following events or occurrences: (i) the Agent's acceptance of this Guaranty Agreement; (ii) the Lenders' heretofore, now or from time to time hereafter making Loans and any other notice with respect issuing Letters of Credit and otherwise loaning monies or giving or extending credit to this Guarantee and any requirement that or for the Trusteebenefit of the Borrowers or either of them, whether pursuant to the Credit Agreement or the Holders of any Debt Securities protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Issuer Notes or any other Person Loan Document or any collateralamendments, modifications, or supplements thereto, or replacements or extensions thereof; (iii) the Secured Parties or either of the Borrowers heretofore, now or at any time hereafter, obtaining, amending, substituting for, releasing, waiving or modifying the Credit Agreement, the Notes or any other Loan Documents; (iv) presentment, demand, default, non-payment, partial payment and protest; (v) any Secured Party heretofore, now or at any time hereafter granting to the Borrowers or either of them (or any other party liable to the Lenders on account of the Borrower's Liabilities) or to any certain Guarantor any indulgence or extensions of time of payment of the Borrower's Liabilities or Guarantors' Obligations, respectively; and (vi) any Secured Party heretofore, now or at any time hereafter accepting from either Borrower, any other Guarantor, any other guarantor of the Borrower's Liabilities or any other Person, any partial payment or payments on account of the Borrower's Liabilities or any collateral securing the payment thereof or the Agent settling, subordinating, compromising, discharging or releasing the same. Each Guarantor agrees that each Secured Party may heretofore, now or at any time hereafter do any or all of the foregoing in such manner, upon such terms and at such times as each Secured Party, in its sole and absolute discretion, deems advisable, without in any way or respect impairing, affecting, reducing or releasing such Guarantor from the Guarantors' Obligations, and each Guarantor hereby consents to each and all of the foregoing events or occurrences. (b) The Each Guarantor hereby irrevocably waives agrees that payment or performance by such Guarantor of the Guarantors' Obligations under this Guaranty Agreement may be enforced by the Agent on behalf of the Lenders upon demand by the Agent to such Guarantor without the Agent being required, such Guarantor expressly waiving any claims or other rights that right it may now have to require the Agent, to (i) prosecute collection or hereafter acquire seek to enforce or resort to any remedies against the Issuer that arise from the existence, payment, performance Borrowers or enforcement either of them or any other Guarantor or any other guarantor of the Guarantor’s obligations under Borrower's Liabilities, or (ii) seek to enforce or resort to any remedies with respect to any security interests, Liens or encumbrances granted to the Agent by either Borrower, any other Guarantor or any other Person on account of the Borrower's Liabilities or any guaranty thereof, IT BEING EXPRESSLY UNDERSTOOD, ACKNOWLEDGED AND AGREED TO BY SUCH GUARANTOR THAT DEMAND UNDER THIS GUARANTY AGREEMENT MAY BE MADE BY THE AGENT, AND THE PROVISIONS HEREOF ENFORCED BY THE AGENT, EFFECTIVE AS OF THE FIRST DATE ANY EVENT OF DEFAULT OCCURS AND IS CONTINUING UNDER THE CREDIT AGREEMENT. Neither the Agent nor any Lender shall have any obligation to protect, secure or insure any of the foregoing security interests, Liens or encumbrances on the properties or interests in properties subject thereto. The Guarantors' Obligations shall in no way be impaired, affected, reduced, or released by reason of any Secured Party's failure or delay to do or take any of the acts, actions or things described in this Guarantee or the Indenture, Guaranty including, without limitationlimiting the generality of the foregoing, any those acts, actions and things described in this SECTION 7. (c) Each Guarantor further agrees with respect to this Guaranty that such Guarantor shall have no right of subrogation, reimbursementreimbursement or indemnity, exoneration, contribution or indemnification and nor any right of recourse to participate in any claim or remedy of security for the Trustee, or Borrower's Liabilities until the Holders of any Debt Securities against the Issuer or any collateral, 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 Issuer, 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, remedy or right. If any amount shall be paid to the Guarantor in violation of the preceding sentence at any time prior to the cash irrevocable payment in full of the Obligations and all other amounts payable under this Guarantee, such amount shall be held in trust for the benefit of the Trustee and the Holders of any Debt Securities and shall forthwith be paid to the Trustee, to be credited and applied to the Obligations and all other amounts payable under this Guarantee, whether matured or unmatured, in accordance with the terms of the Indenture and this Guarantee, or be held as collateral for any Obligations or other amounts payable under this Guarantee thereafter arising. The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Guarantee and that the waiver set forth in this Section 4 is knowingly made in contemplation of such benefitsBorrower's Liabilities.

Waiver; Subrogation. (a) The Each Guarantor hereby waives promptness, diligence, notice of the following events or occurrences: (i) the Agent's acceptance and of this Guaranty Agreement; (ii) the Lenders' heretofore, now or from time to time hereafter loaning monies or giving or extending credit to or for the benefit of the Borrower, whether pursuant to the Credit Agreement or the Notes or any other notice with respect to this Guarantee and any requirement that the Trusteeamendments, modifications, or supplements thereto, or replacements or extensions thereof; (iii) the Holders of Agent, the Lenders or the Borrower heretofore, now or at any Debt Securities protecttime hereafter, secureobtaining, perfect amending, sub stituting for, releasing, waiving or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against modifying the Issuer Credit Agreement, the Notes or any other Person Loan Documents; (iv) presentment, demand, default, non-payment, partial payment and protest; (v) the Agent or the Lenders heretofore, now or at any time hereafter granting to the Borrower (or any collateralother party liable to the Lenders on account of the Borrower's Liabilities) any indulgence or extensions of time of payment of the Borrower's Liabilities; and (vi) the Agent or the Lenders heretofore, now or at any time hereafter accepting from the Borrower, any other Guarantor, any other guarantor of the Borrower's Liabilities or any other Person, any partial payment or payments on account of the Borrower's Liabilities or any collateral securing the payment thereof or the Agent settling, subordinating, compromising, discharging or releasing the same. Each Guarantor agrees that the Agent and each Lender may heretofore, now or at any time hereafter do any or all of the foregoing in such manner, upon such terms and at such times as the Agent and each Lender, in its sole and absolute discretion, deems advisable, without in any way or respect impairing, affecting, reducing or releasing such Guarantor from the Guarantors' Obligations, and each Guarantor hereby consents to each and all of the foregoing events or occurrences. (b) The Each Guarantor hereby irrevocably waives agrees that payment or performance by such Guarantor of the Guarantors' Obligations under this Guaranty Agreement may be enforced by the Agent on behalf of the Lenders upon demand by the Agent to such Guarantor without the Agent being required, such Guarantor expressly waiving any claims or other rights that right it may now have to require the Agent, to (i) prosecute collection or hereafter acquire seek to enforce or resort to any remedies against the Issuer that arise from the existence, payment, performance Borrower or enforcement any other Guarantor or any other guarantor of the Guarantor’s obligations under Borrower's Liabilities, IT BEING EXPRESSLY UNDERSTOOD, ACKNOWLEDGED AND AGREED TO BY SUCH GUARANTOR THAT DEMAND UNDER THIS GUARANTY AGREEMENT MAY BE MADE BY THE AGENT, AND THE PROVISIONS HEREOF ENFORCED BY THE AGENT, EFFECTIVE AS OF THE FIRST DATE ANY EVENT OF DEFAULT OCCURS AND IS CONTINUING UNDER THE CREDIT AGREEMENT, or (ii) seek to enforce or resort to any remedies with respect to any security interests, Liens or encumbrances granted to the Agent by the Borrower, any other Guarantor or any other Person on account of the Borrower's Liabilities or any guaranty thereof. Neither the Agent nor any Lender shall have any obligation to protect, secure or insure any of the foregoing security interests, Liens or encumbrances on the properties or interests in properties subject thereto. The Guarantors' Obligations shall in no way be impaired, affected, reduced, or released by reason of the Agent's or any Lender's failure or delay to do or take any of the acts, actions or things described in this Guarantee or the Indenture, Guaranty including, without limitationlimiting the generality of the foregoing, any those acts, actions and things described in this Section 9. (c) Each Guarantor further agrees with respect to this Guaranty that such Guarantor shall have no right of subrogation, reimbursementreimbursement or indemnity, exoneration, contribution or indemnification and nor any right of recourse to participate in any claim or remedy of the Trustee, or the Holders of any Debt Securities against the Issuer or any collateral, 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 Issuer, 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, remedy or right. If any amount shall be paid to the Guarantor in violation of the preceding sentence at any time prior to the cash payment in full of the Obligations and all other amounts payable under this Guarantee, such amount shall be held in trust for the benefit of Borrower's Liabilities until the Trustee and the Holders of any Debt Securities and shall forthwith be paid to the Trustee, to be credited and applied to the Obligations and all other amounts payable under this Guarantee, whether matured or unmatured, in accordance with the terms of the Indenture and this Guarantee, or be held as collateral for any Obligations or other amounts payable under this Guarantee thereafter arising. The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Guarantee and that the waiver set forth in this Section 4 is knowingly made in contemplation of such benefitsFacility Termination Date.

Waiver; Subrogation. (a) The Each Subsidiary Guarantor hereby waives promptness, diligence, presentment, demand of payment, notice of acceptance and any other notice with respect to this its Guarantee and any requirement that the Trustee, or the Holders of any Debt Securities Notes, protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person person or any collateral. (b) The Each Subsidiary Guarantor hereby irrevocably waives any claims or other rights that it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of the such Subsidiary Guarantor’s obligations under the Original Indenture and this Guarantee or the IndentureSixteenth Supplemental Indenture (including its Guarantee), including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Trustee, or the Holders of any Debt Securities Notes, against the Issuer or any collateral, 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 Issuer, 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, remedy or right. If any amount shall be paid to the such Subsidiary Guarantor in violation of the preceding sentence at any time prior to the cash payment in full of the Obligations and all other amounts payable under this Guaranteethe Guarantees, such amount shall be held in trust for the benefit of the Trustee and the Holders of any Debt Securities Notes and shall forthwith be paid to the Trustee, to be credited and applied to the Obligations and all other amounts payable under this its Guarantee, whether matured or unmatured, in accordance with the terms of the Original Indenture and this GuaranteeSixteenth Supplemental Indenture (including the Guarantees), or be held as collateral for any Obligations or other amounts payable under this Guarantee the Guarantees thereafter arising. The Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Original Indenture and this Guarantee Sixteenth Supplemental Indenture (including its Guarantee) and that the waiver set forth in this Section 4 3.4 is knowingly made in contemplation of such benefits.

Waiver; Subrogation. (a) The Each Subsidiary Guarantor hereby waives promptness, diligence, presentment, demand of payment, notice of acceptance and any other notice with respect to this its Guarantee and any requirement that the Trustee, or the Holders of any Debt Securities Notes, protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person person or any collateral. (b) The Each Subsidiary Guarantor hereby irrevocably waives any claims or other rights that it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of the such Subsidiary Guarantor’s obligations under the Original Indenture and this Guarantee or the IndentureTwentieth Supplemental Indenture (including its Guarantee), including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Trustee, or the Holders of any Debt Securities Notes, against the Issuer or any collateral, 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 Issuer, 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, remedy or right. If any amount shall be paid to the such Subsidiary Guarantor in violation of the preceding sentence at any time prior to the cash payment in full of the Obligations and all other amounts payable under this Guaranteethe Guarantees, such amount shall be held in trust for the benefit of the Trustee and the Holders of any Debt Securities Notes and shall forthwith be paid to the Trustee, to be credited and applied to the Obligations and all other amounts payable under this its Guarantee, whether matured or unmatured, in accordance with the terms of the Original Indenture and this GuaranteeTwentieth Supplemental Indenture (including the Guarantees), or be held as collateral for any Obligations or other amounts payable under this Guarantee the Guarantees thereafter arising. The Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Original Indenture and this Guarantee Twentieth Supplemental Indenture (including its Guarantee) and that the waiver set forth in this Section 4 3.4 is knowingly made in contemplation of such benefits.

Waiver; Subrogation. (a) The Each Subsidiary Guarantor hereby waives promptness, diligence, presentment, demand of payment, notice of acceptance and any other notice with respect to this its Guarantee and any requirement that the Trustee, or the Holders of any Debt Securities Notes, protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person person or any collateral. (b) The Each Subsidiary Guarantor hereby irrevocably waives any claims or other rights that it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of the such Subsidiary Guarantor’s obligations under the Original Indenture and this Guarantee or the IndentureSeventeenth Supplemental Indenture (including its Guarantee), including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Trustee, or the Holders of any Debt Securities Notes, against the Issuer or any collateral, 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 Issuer, 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, remedy or right. If any amount shall be paid to the such Subsidiary Guarantor in violation of the preceding sentence at any time prior to the cash payment in full of the Obligations and all other amounts payable under this Guaranteethe Guarantees, such amount shall be held in trust for the benefit of the Trustee and the Holders of any Debt Securities Notes and shall forthwith be paid to the Trustee, to be credited and applied to the Obligations and all other amounts payable under this its Guarantee, whether matured or unmatured, in accordance with the terms of the Original Indenture and this GuaranteeSeventeenth Supplemental Indenture (including the Guarantees), or be held as collateral for any Obligations or other amounts payable under this Guarantee the Guarantees thereafter arising. The Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Original Indenture and this Guarantee Seventeenth Supplemental Indenture (including its Guarantee) and that the waiver set forth in this Section 4 3.4 is knowingly made in contemplation of such benefits.

Waiver; Subrogation. (a) The Guarantor Guarantors hereby waives promptness, diligence, waive notice of the following events or occurrences: (i) the Company's acceptance of this Guaranty Agreement; (ii) the Company or DTCOA heretofore, now or at any time hereafter, obtaining, amending, substituting for, releasing, waiving or modifying the Asset Purchase Agreement; (iii) presentment, demand, notices of default, non-payment, partial payment and protest; (iv) the Company heretofore, now or at any other notice with respect time hereafter granting to this Guarantee and any requirement that the Trustee, or the Holders of any Debt Securities protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Issuer DTCOA (or any other Person party liable to the Company on account of the Guaranteed Obligations) any indulgence or extensions of time of payment of the Guaranteed Obligations; and (v) the Company heretofore, now or at any time hereafter accepting from DTCOA or any collateralother person, any partial payment or payments on account of the Guaranteed Obligations or any collateral securing the payment thereof or the Company settling, subordinating, compromising, discharging or releasing the same. The Guarantors agree that the Company may heretofore, now or at any time hereafter do any or all of the foregoing in such manner, upon such terms and at such times as the Company, in its sole and absolute discretion, deems advisable, without in any way or respect impairing, affecting, reducing or releasing the Guarantors from the Guarantors' Obligations, and the Guarantors hereby consent to each and all of the foregoing events or occurrences. (b) The Each of the Guarantors hereby agrees that payment or performance by such Guarantor hereby irrevocably waives of the Guarantors' Obligations under this Guaranty Agreement may be enforced by the Company upon demand by the Company to such Guarantor without the Company being required, each Guarantor expressly waiving any claims or other rights that right it may now have to require the Company, to prosecute collection or hereafter acquire seek to enforce or resort to any remedies against the Issuer that arise from the existenceDTCOA, paymentIT BEING EXPRESSLY UNDERSTOOD, performance ACKNOWLEDGED AND AGREED TO BY THE GUARANTORS THAT DEMAND UNDER THIS GUARANTY AGREEMENT MAY BE MADE BY THE COMPANY, AND THE PROVISIONS HEREOF ENFORCED BY THE COMPANY, EFFECTIVE AS OF THE FIRST DATE ANY OF THE GUARANTEED OBLIGATIONS IS NOT PAID BY DTCOA UNDER THE ASSET PURCHASE AGREEMENT. The Guarantors' Obligations shall in no way be impaired, affected, reduced, or enforcement released by reason of the Guarantor’s obligations under Company's failure or delay to do or take any of the acts, actions or things described in this Guarantee or the Indenture, Guaranty including, without limitationlimiting the generality of the 4 foregoing, any those acts, actions and things described in this Section 8. (c) The Guarantors further agree with respect to this Guaranty that each such Guarantor shall have no right of subrogation, reimbursement, exoneration, contribution reimbursement or indemnification and any right to participate in any claim or remedy indemnity until such time as all of the TrusteeGuaranteed Obligations have been fully, or the Holders of any Debt Securities against the Issuer or any collateral, whether or not such claim, remedy or right arises finally and indefeasibly paid in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer, 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, remedy or right. If any amount shall be paid to the Guarantor in violation of the preceding sentence at any time prior to the cash payment in full of the Obligations and all other amounts payable under this Guarantee, such amount shall be held in trust for the benefit of the Trustee and the Holders of any Debt Securities and shall forthwith be paid to the Trustee, to be credited and applied to the Obligations and all other amounts payable under this Guarantee, whether matured or unmatured, in accordance with the terms of the Indenture and this Guarantee, or be held as collateral for any Obligations or other amounts payable under this Guarantee thereafter arising. The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Guarantee and that the waiver set forth in this Section 4 is knowingly made in contemplation of such benefitsfull.

Waiver; Subrogation. (a) The Guarantor CSI hereby waives promptness, diligence, notice of acceptance the following events or occurrences: (i) the Lenders heretofore, now or from time to time hereafter making Loans and any other notice with respect otherwise loaning monies or giving or extending credit to or for the benefit of Borrower, whether pursuant to this Guarantee and any requirement that the Trustee, Agreement or the Holders of any Debt Securities protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Issuer Notes or any other Person Loan Document or any collateralamendments, modifications, or supplements thereto, or replacements or extensions thereof; (ii) the Benefited Parties or Borrower heretofore, now or at any time hereafter, obtaining, amending, substituting for, releasing, waiving or modifying this Agreement, the Notes or any other Loan Documents; (iii) presentment, demand, default, non-payment, partial payment and protest; (iv) any Benefited Party heretofore, now or at any time hereafter granting to Borrower (or any other party liable to the Benefited Parties on account of Borrower’s Obligations) or to any other Guarantor any indulgence or extensions of time of payment of Borrower’s Obligations, and (v) any Benefited Party heretofore, now or at any time hereafter accepting from Borrower, any other Guarantor or any other Person, any partial payment or payments on account of Borrower’s Obligations or any collateral securing the payment thereof or Agent settling, subordinating, compromising, discharging or releasing the same. CSI agrees that each Benefited Party may heretofore, now or at any time hereafter do any or all of the foregoing in such manner, upon such terms and at such times as each Benefited Party, in its sole and absolute discretion, deems advisable, without in any way or respect impairing, affecting, reducing or releasing CSI from its Guarantor’s Obligations, and CSI hereby consents to each and all of the foregoing events or occurrences. (b) The Guarantor CSI hereby irrevocably agrees that payment or performance by CSI of the Guarantee made under this Article V may be enforced by Agent on behalf of the Benefited Parties upon demand by Agent to CSI without Agent being required, and CSI expressly waives any claims right it may have to require Agent, to (i) prosecute collection or seek to enforce or resort to any remedies against Borrower or any other rights Guarantor, or (ii) seek to enforce or resort to any remedies with respect to any security interests, Liens or encumbrances granted to Agent by Borrower, any other Guarantor or any other Person on account of Borrower’s Obligations or any Guarantee thereof, IT BEING EXPRESSLY UNDERSTOOD, ACKNOWLEDGED AND AGREED TO BY CSI THAT DEMAND UNDER THIS ARTICLE V MAY BE MADE BY AGENT, AND THE PROVISIONS HEREOF ENFORCED BY AGENT, EFFECTIVE AS OF THE FIRST DATE ANY EVENT OF DEFAULT OCCURS AND IS CONTINUING UNDER THIS AGREEMENT. Neither Agent nor any Lender shall have any obligation to protect, secure or insure any of the foregoing security interests, Liens or encumbrances on the properties or interests in properties subject thereto. (c) CSI further agrees that it may now or hereafter acquire against shall have no right of subrogation (unless and until the Issuer that arise from the existence, payment, performance or enforcement occurrence of the Guarantor’s obligations under this Guarantee Facility Termination Date), reimbursement or the Indentureindemnity, including, without limitation, nor any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right recourse to participate in security for Borrower’s Obligations. This agreement is expressly intended to prevent the existence of any claim or remedy in respect to such reimbursement by CSI against the estate of Borrower within the meaning of Section 101 of the TrusteeBankruptcy Code of the United States, or the Holders and to prevent CSI from constituting a creditor of any Debt Securities against the Issuer or any collateral, whether or not such claim, remedy or right arises Borrower in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account respect of such claim, remedy or rightreimbursement within the meaning of Section 547(b) of the Bankruptcy Code of the United States in the event of a subsequent case involving Borrower. If any an amount shall be paid to the Guarantor in violation CSI on account of the preceding sentence such subrogation rights at any time prior to termination of this Agreement in accordance with the cash payment in full of the Obligations and all other amounts payable under this Guaranteeprovisions herein, such amount shall be held in trust for the benefit of the Trustee and the Holders of any Debt Securities Benefited Parties and shall forthwith be paid to Agent, for the Trusteebenefit of the Benefited Parties, to be credited and applied to the Obligations and all other amounts payable under this Guaranteeupon Guarantor’s Obligations, whether matured or unmatured, in accordance with the terms of the Indenture and this Guarantee, or be held as collateral for any Obligations or other amounts payable under this Guarantee thereafter arising. The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Guarantee and that the waiver set forth in this Section 4 is knowingly made in contemplation of such benefitsAgreement.

Waiver; Subrogation. (a) The Each Guarantor hereby waives promptness, diligence, notice of the following events or occurrences: (i) the Agent's acceptance of this Guaranty Agreement; (ii) the Lenders' heretofore, now or from time to time hereafter making Loans and any other notice with respect issuing Letters of Credit and otherwise loaning monies or giving or extending credit to this Guarantee and any requirement that or for the Trusteebenefit of the Borrower, whether pursuant to the Credit Agreement or the Holders of any Debt Securities protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Issuer Notes or any other Person Loan Document or any collateralamendments, modifications, or supplements thereto, or replacements or extensions thereof; (iii) the Secured Parties or the Borrower heretofore, now or at any time hereafter, obtaining, amending, substituting for, releasing, waiving or modifying the Credit Agreement, the Notes (vi) any Secured Party heretofore, now or at any time hereafter accepting from the Borrower, any other Guarantor, any other guarantor of the Borrower's Liabilities or any other Person, any partial payment or payments on account of the Borrower's Liabilities or any collateral securing the payment thereof or the Agent settling, subordinating, compromising, discharging or releasing the same. Each Guarantor agrees that each Secured Party may heretofore, now or at any time hereafter do any or all of the foregoing in such manner, upon such terms and at such times as each Secured Party, in its sole and absolute discretion, deems advisable, without in any way or respect impairing, affecting, reducing or releasing such Guarantor from the Guarantors' Obligations, and each Guarantor hereby consents to each and all of the foregoing events or occurrences. (b) The Each Guarantor hereby irrevocably waives agrees that payment or performance by such Guarantor of the Guarantors' Obligations under this Guaranty Agreement may be enforced by the Agent on behalf of the Lenders upon demand by the Agent to such Guarantor without the Agent being required, such Guarantor expressly waiving any claims or other rights that right it may now have to require the Agent, to (i) prosecute collection or hereafter acquire seek to enforce or resort to any remedies against the Issuer that arise from the existence, payment, performance Borrower or enforcement any other Guarantor or any other guarantor of the Guarantor’s obligations under Borrower's Liabilities, or (ii) seek to enforce or resort to any remedies with respect to any security interests, Liens or encumbrances granted to the Agent by the Borrower, any other Guarantor or any other Person on account of the Borrower's Liabilities or any guaranty thereof, IT BEING EXPRESSLY UNDERSTOOD, ACKNOWLEDGED AND AGREED TO BY SUCH GUARANTOR THAT DEMAND UNDER THIS GUARANTY AGREEMENT MAY BE MADE BY THE AGENT, AND THE PROVISIONS HEREOF ENFORCED BY THE AGENT, EFFECTIVE AS OF THE FIRST DATE ANY EVENT OF DEFAULT OCCURS AND IS CONTINUING UNDER THE CREDIT AGREEMENT. Neither the Agent nor any Lender shall have any obligation to protect, secure or insure any of the foregoing security interests, Liens or encumbrances on the properties or interests in properties subject thereto. The Guarantors' Obligations shall in no way be impaired, affected, reduced, or released by reason of any Secured Party's failure or delay to do or take any of the acts, actions or things described in this Guarantee or the Indenture, Guaranty including, without limitationlimiting the generality of the foregoing, any those acts, actions and things described in this SECTION 7. (c) Each Guarantor further agrees with respect to this Guaranty that such Guarantor shall have no right of subrogation, reimbursementreimbursement or indemnity, exoneration, contribution or indemnification and nor any right of recourse to participate in any claim or remedy of the Trustee, or the Holders of any Debt Securities against the Issuer or any collateral, 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 Issuer, 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, remedy or right. If any amount shall be paid to the Guarantor in violation of the preceding sentence at any time prior to the cash payment in full of the Obligations and all other amounts payable under this Guarantee, such amount shall be held in trust for the benefit of Borrower's Liabilities until the Trustee and the Holders of any Debt Securities and shall forthwith be paid to the Trustee, to be credited and applied to the Obligations and all other amounts payable under this Guarantee, whether matured or unmatured, in accordance with the terms of the Indenture and this Guarantee, or be held as collateral for any Obligations or other amounts payable under this Guarantee thereafter arising. The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Guarantee and that the waiver set forth in this Section 4 is knowingly made in contemplation of such benefitsFacility Termination Date.

Waiver; Subrogation. (a) The Each Guarantor hereby waives promptness, diligence, notice of the following events or occurrences: (i) the Agent's acceptance and of this Guaranty Agreement; (ii) the Lenders' heretofore, now or from time to time hereafter loaning monies or giving or extending credit to or for the benefit of the Borrower, whether pursuant to the Credit Agreement or the Notes or any other notice with respect to this Guarantee and any requirement that the Trusteeamendments, modifications, or additions thereto, or alterations, substitutions, refinancings or extensions thereof; (iii) the Holders of Agent, the Lenders or the Borrower heretofore, now or at any Debt Securities protecttime or times hereafter, secureobtaining, perfect amending, substituting for, releasing, waiving or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against modifying the Issuer Credit Agreement, the Notes or any other Person Loan Documents; (iv) presentment, demand, notices of default, non-payment, partial payment and protest; (v) the Agent or the Lenders heretofore, now or at any time or times hereafter granting to the Borrower (or any collateralother party liable to the Lenders on account of the Borrower's Liabilities) any indulgence or extensions of time of payment of the Borrower's Liabilities; and (vi) the Agent or the Lenders heretofore, now or at any time or times hereafter accepting from the Borrower or any other person, any partial payment or payments on account of the Borrower's Liabilities or any collateral securing the payment thereof or the Agent settling, subordinating, compromising, discharging or releasing the same. Each Guarantor agrees that the Agent and each Lender may heretofore, now or at any time or times hereafter do any or all of the foregoing events or occurrences in such manner, upon such terms and at such times as the Agent and each Lender, in its sole and absolute discretion, deems advisable, without in any way or respect impairing, affecting, reducing or releasing such Guarantor from the Guarantor's Obligations, and each Guarantor hereby consents to each and all of the foregoing events or occurrences. (b) The Each Guarantor hereby irrevocably waives any claims agrees that payment or other rights that it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement by such Guarantor of the Guarantor’s obligations 's Obligations under this Guarantee Guaranty Agreement may be enforced by the Agent on behalf of the Lenders upon demand by the Agent to such Guarantor without the Agent being required, each Guarantor expressly waiving any right it may have to require the Agent, to (i) prosecute collection or seek to enforce or resort to any remedies against the IndentureBorrower or any other guarantor of the Borrower's Liabilities, IT BEING EXPRESSLY UNDERSTOOD, ACKNOWLEDGED AND AGREED TO BY EACH GUARANTOR THAT DEMAND UNDER THIS GUARANTY AGREEMENT MAY BE MADE BY THE AGENT, AND THE PROVISIONS HEREOF ENFORCED BY THE AGENT, EFFECTIVE AS OF THE FIRST DATE ANY EVENT OF DEFAULT OCCURS AND IS CONTINUING UNDER THE CREDIT AGREEMENT, or (ii) seek to enforce or resort to any remedies with respect to any security interests, liens or encumbrances granted to the Agent by the Borrower or any other Person on account of the Borrower's Liabilities or any guaranty thereof. Neither the Agent nor any Lender shall have any obligation to protect, secure or insure any of the foregoing security interests, liens or encumbrances on the properties or interests in properties subject thereto. The Guarantor's Obligations shall in no way be impaired, affected, reduced, or released by reason of the Agent or any Lender's failure or delay to do or take any of the acts, actions or things described in this Guaranty Agreement including, without limitationlimiting the generality of the foregoing, any those acts, actions and things described in this Section 8. (c) Each Guarantor further agrees with respect to this Guaranty Agreement that such Guarantor shall have no right of subrogation, reimbursementreimbursement or indemnity whatsoever, exoneration, contribution or indemnification and nor any right of recourse to participate in security for the Borrower's Liabilities. In addition, each Guarantor hereby waives and renounces any and all rights it has or may have for subrogation, indemnity, reimbursement or contribution against the Borrower for amounts paid under this Guaranty Agreement. 125 This waiver is expressly intended to prevent the existence of any claim or remedy in respect to such reimbursement by any Guarantor against the estate of the TrusteeBorrower within the meaning of Section 101 of the United States Bankruptcy Code, or and to prevent each Guarantor from constituting a creditor of the Holders of any Debt Securities against the Issuer or any collateral, whether or not such claim, remedy or right arises Borrower in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account respect of such claim, remedy or right. If any amount shall be paid to reimbursement within the Guarantor in violation meaning of Section 547(b) of the preceding sentence at any time prior to United States Bankruptcy Code in the cash payment in full event of a subsequent case involving the Obligations and all other amounts payable under this Guarantee, such amount shall be held in trust for the benefit of the Trustee and the Holders of any Debt Securities and shall forthwith be paid to the Trustee, to be credited and applied to the Obligations and all other amounts payable under this Guarantee, whether matured or unmatured, in accordance with the terms of the Indenture and this Guarantee, or be held as collateral for any Obligations or other amounts payable under this Guarantee thereafter arising. The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Guarantee and that the waiver set forth in this Section 4 is knowingly made in contemplation of such benefitsBorrower.

Waiver; Subrogation. (a) The Guarantor hereby waives promptness, diligence, notice of the following events or occurrences: (i) acceptance of this Guaranty Agreement; (ii) the Lenders' heretofore, now or from time to time hereafter making Loans and any other notice with respect otherwise loaning monies or giving or extending credit to this Guarantee and any requirement that or for the Trustee, or the Holders benefit of any Debt Securities protectBorrower, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against whether pursuant to the Issuer Credit Agreement or any other Person Loan Document or any collateralamendments, modifications, or supplements thereto, or replacements or extensions thereof; (iii) the Guaranteed Parties or any Borrower heretofore, now or at any time hereafter, obtaining, amending, substituting for, releasing, waiving or modifying the Credit Agreement or any other Loan Documents; (iv) presentment, demand, default, non-payment, partial payment, protest, promptness and diligence; (v) any Guaranteed Party heretofore, now or at any time hereafter granting to any Borrower (or any other party liable to the Lenders on account of the Obligations) or to any other guarantor any indulgence or extensions of time of payment of the Obligations; and (vi) any Guaranteed Party heretofore, now or at any time hereafter accepting from any Borrower, any other guarantor of the Obligations or any other Person, any partial payment or payments on account of the Obligations or any collateral securing the payment thereof or the Agent settling, subordinating, compromising, discharging or releasing the same. The Guarantor agrees that each Guaranteed Party may heretofore, now or at any time hereafter do any or all of the foregoing in such manner, upon such terms and at such times as each Guaranteed Party, in its sole and absolute discretion, deems advisable, without in any way or respect impairing, affecting, reducing or releasing the Guarantor from its obligations hereunder, and the Guarantor hereby consents to each and all of the foregoing events or occurrences. (b) The Guarantor hereby irrevocably expressly waives any claims or other rights that right it may now have to require any Guaranteed Party, to (i) prosecute collection or hereafter acquire seek to enforce or resort to any remedies against the Issuer that arise from the existence, payment, performance any Borrower or enforcement any other guarantor of the Obligations, or (ii) seek to enforce or resort to any remedies with respect to any security interests, Liens or encumbrances granted to the Agent by any Borrower, or any other Person on account of the Obligations, or any guaranty thereof. Neither the Agent nor any other Guaranteed Party shall have any obligation to protect, secure or insure any of the foregoing security interests, Liens or encumbrances on the properties or interests in properties subject thereto. The Guarantor’s 's obligations under hereunder shall in no way be impaired, affected, reduced, or released by reason of any Guaranteed Party's failure or delay to do or take any of the acts, actions or things described in this Guarantee or the Indenture, Guaranty including, without limitationlimiting the generality of the foregoing, any those acts, actions and things described in this Section 7. (c) The Guarantor further agrees with respect to this Guaranty that the Guarantor shall have no right of subrogation, reimbursementreimbursement or indemnity, exoneration, contribution or indemnification and nor any right of recourse to participate in any claim or remedy of security for the Trustee, or Obligations until the Holders of any Debt Securities against the Issuer or any collateral, 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 Issuer, 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, remedy or right. If any amount shall be paid to the Guarantor in violation of the preceding sentence at any time prior to the cash Stated Termination Date and payment in full of the Obligations and all other amounts payable under this Guarantee, such amount shall be held in trust for the benefit of the Trustee and the Holders of any Debt Securities and shall forthwith be paid to the Trustee, to be credited and applied to the Obligations and all other amounts payable under this Guarantee, whether matured or unmatured, in accordance with the terms of the Indenture and this Guarantee, or be held as collateral for any Obligations or other amounts payable under this Guarantee thereafter arising. The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Guarantee and that the waiver set forth in this Section 4 is knowingly made in contemplation of such benefitsObligations.

Waiver; Subrogation. (a) The Guarantor CPV hereby waives promptness, diligence, notice of acceptance the following events or occurrences: (i) the Lenders’ heretofore, now or from time to time hereafter making Advances and any other notice with respect otherwise loaning monies or giving or extending credit to or for the benefit of the Borrower, whether pursuant to this Guarantee and any requirement that the Trustee, Agreement or the Holders of any Debt Securities protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Issuer Notes or any other Person Loan Document or any collateralamendments, modifications, or supplements thereto, or replacements or extensions thereof; (ii) the Lenders or the Borrower heretofore, now or at any time hereafter, obtaining, amending, substituting for, releasing, waiving or modifying this Agreement, the Notes or any other Loan Documents; (iii) presentment, demand, default, non-payment, partial payment and protest; (iv) any Lender heretofore, now or at any time hereafter granting to the Borrower (or any other party liable to the Lenders on account of the Borrower’s Obligations) or to any other Guarantor any indulgence or extensions of time of payment of the Borrower’s Obligations, and (v) any Lender heretofore, now or at any time hereafter accepting from the Borrower, any other Guarantor or any other Person, any partial payment or payments on account of the Borrower’s Obligations or any collateral securing the payment thereof or the Agent settling, subordinating, compromising, discharging or releasing the same. (b) The CPV hereby agrees that payment or performance by CPV of the guaranty made under this Article V may be enforced by the Agent on behalf of the Lenders upon demand by the Agent to CPV without the Agent being required, CPV expressly waiving any right it may have to require the Agent, to (i) prosecute collection or seek to enforce or resort to any remedies against the Borrower or any other Guarantor, or (ii) seek to enforce or resort to any remedies with respect to any security interests, Liens or encumbrances granted to the Agent by the Borrower, any other Guarantor hereby irrevocably waives or any claims other Person on account of the Borrower’s Obligations or other rights any guaranty thereof, IT BEING EXPRESSLY UNDERSTOOD, ACKNOWLEDGED AND AGREED TO BY CPV THAT DEMAND UNDER THIS ARTICLE V MAY BE MADE BY THE AGENT, AND THE PROVISIONS HEREOF ENFORCED BY THE AGENT, EFFECTIVE AS OF THE FIRST DATE ANY EVENT OF DEFAULT OCCURS AND IS CONTINUING UNDER THIS AGREEMENT. Neither the Agent nor any Lender shall have any obligation to protect, secure or insure any of the foregoing security interests, Liens or encumbrances on the properties or interests in properties subject thereto. (c) CPV further agrees that it may now or hereafter acquire against shall have no right of subrogation (unless and until the Issuer that arise from the existence, payment, performance or enforcement occurrence of the Guarantor’s obligations under this Guarantee Facility Termination Date), reimbursement or the Indentureindemnity, including, without limitation, nor any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right recourse to participate in security for the Borrower’s Obligations. This agreement is expressly intended to prevent the existence of any claim or remedy in respect to such reimbursement by CPV against the estate of the TrusteeBorrower within the meaning of Section 101 of the Bankruptcy Code, or and to prevent CPV from constituting a creditor of the Holders of any Debt Securities against the Issuer or any collateral, whether or not such claim, remedy or right arises Borrower in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account respect of such claim, remedy or rightreimbursement within the meaning of Section 547(b) of the Bankruptcy Code in the event of a subsequent case involving the Borrower. If any an amount shall be paid to the Guarantor in violation CPV on account of the preceding sentence such subrogation rights at any time prior to termination of this Agreement in accordance with the cash payment in full provisions of the Obligations and all other amounts payable under this GuaranteeSection 13.8, such amount shall be held in trust for the benefit of the Trustee and the Holders of any Debt Securities Lenders and shall forthwith be paid to the TrusteeAgent, for the benefit of the Lenders, to be credited and applied to upon the Obligations and all other amounts payable under this GuaranteeGuarantor’s Obligations, whether matured or unmatured, in accordance with the terms of the Indenture and this Guarantee, or be held as collateral for any Obligations or other amounts payable under this Guarantee thereafter arising. The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Guarantee and that the waiver set forth in this Section 4 is knowingly made in contemplation of such benefitsAgreement.

Waiver; Subrogation. (a) The Guarantor hereby waives promptness, diligence, notice of the following events or occurrences: (i) the Administrative Agent's acceptance and any other notice with respect to of this Guarantee and any requirement that Guaranty Agreement; (ii) the TrusteeLenders' heretofore, or the Holders of any Debt Securities protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person or any collateral. (b) The Guarantor hereby irrevocably waives any claims or other rights that it may now or from time to time hereafter acquire against the Issuer that arise from the existence, payment, performance making Loans and otherwise loaning monies or enforcement of the Guarantor’s obligations under this Guarantee giving or the Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution extending credit to or indemnification and any right to participate in any claim or remedy of the Trustee, or the Holders of any Debt Securities against the Issuer or any collateral, 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 Issuer, 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, remedy or right. If any amount shall be paid to the Guarantor in violation of the preceding sentence at any time prior to the cash payment in full of the Obligations and all other amounts payable under this Guarantee, such amount shall be held in trust for the benefit of the Trustee and the Holders of any Debt Securities and shall forthwith be paid Borrower, whether pursuant to the TrusteeCredit Agreement or the Notes or any other Loan Document or any amendments, to be credited modifications, or supplements thereto, or replacements or extensions thereof; (iii) the Secured Parties or the Borrower heretofore, now or at any time hereafter, obtaining, amending, substituting for, releasing, waiving or modifying the Credit Agreement, the Notes or any other Loan Documents; (iv) presentment, demand, default, non-payment, partial payment and applied protest; (v) any Secured Party heretofore, now or at any time hereafter granting to the Obligations and all Borrower (or any other amounts payable under this Guarantee, whether matured or unmatured, in accordance with party liable to the terms Lenders on account of the Indenture Borrower's Liabilities) or to any certain Guarantor any indulgence or extensions of time of payment of the Borrower's Liabilities or Guarantors' Obligations, respectively; and this Guarantee(vi) any Secured Party heretofore, now or be held as at any time hereafter accepting from the Borrower, any other Guarantor, any other guarantor of the Borrower's Liabilities or any other Person, any partial payment or payments on account of the Borrower's Liabilities or any collateral for any Obligations securing the payment thereof or other amounts payable under this Guarantee thereafter arisingthe Administrative Agent settling, subordinating, compromising, discharging or releasing the same. The Guarantor acknowledges agrees that it will receive direct each Secured Party may heretofore, now or at any time hereafter do any or all of the foregoing in such manner, upon such terms and indirect benefits at such times as each Secured Party, in its sole and absolute discretion, deems advisable, without in any way or respect impairing, affecting, reducing or releasing the Guarantor from the financing arrangements contemplated by Guarantors' Obligations, and the Indenture Guarantor hereby consents to each and this Guarantee and that all of the waiver set forth in this Section 4 is knowingly made in contemplation of such benefitsforegoing events or occurrences.

Waiver; Subrogation. (a) The Each Guarantor hereby waives promptness, diligence, notice of the following events or occurrences: (i) the Agent's acceptance and any of this Guaranty Agreement; (ii) the Lenders' heretofore, now or from time to time hereafter loaning monies or giving or extending credit to or for the benefit of the Borrower, whether pursuant to the Credit Agreement, the Notes or the other notice with respect to this Guarantee and any requirement that the TrusteeLoan Documents, or any amendments, modifications, or supplements thereto, or replacements or extensions thereof; (iii) the Holders of Agent, the Lenders or the Borrower heretofore, now or at any Debt Securities protecttime hereafter, secureobtaining, perfect amending, substituting for, releasing, waiving or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against modifying the Issuer Credit Agreement, the Notes or any other Person Loan Documents; (iv) presentment, demand, notices of default, non-payment, partial payment and protest; (v) the Agent or the Lenders heretofore, now or at any time hereafter granting to the Borrower (or any collateralother party liable to the Lenders on account of the Borrower's Liabilities) any indulgence or extensions of time of payment of the Borrower's Liabilities; and (vi) the Agent or the Lenders heretofore, now or at any time hereafter accepting from the Borrower or any other person, any partial payment or payments on account of the Borrower's Liabilities or any collateral securing the payment thereof or the Agent settling, subordinating, compromising, discharging or releasing the same in whole or in part. Each Guarantor agrees that the Agent and each Lender may heretofore, now or at any time hereafter do any or all of the foregoing in such manner, upon such terms and at such times as the Agent and each Lender, in its sole and absolute discretion, deems advisable, without in any way or respect impairing, affecting, reducing or releasing such Guarantor from the Guarantors' Obligations, and each Guarantor hereby consents to each and all of the foregoing events or occurrences. (b) The Each Guarantor hereby irrevocably waives agrees that payment or performance by such Guarantor of the Guarantors' Obligations under this Guaranty Agreement may be enforced by the Agent on behalf of the Lenders upon demand by the Agent to such Guarantor without the Agent being required, each Guarantor expressly waiving any claims or other rights that right it may now have to require the Agent, to (i) prosecute collection or hereafter acquire seek to enforce or resort to any remedies against the Issuer that arise from the existence, payment, performance Borrower or enforcement any other Guarantor or any other guarantor of the Guarantor’s obligations under Borrower's Liabilities, IT BEING EXPRESSLY UNDERSTOOD, ACKNOWLEDGED AND AGREED TO BY EACH GUARANTOR THAT DEMAND UNDER THIS GUARANTY AGREEMENT MAY BE MADE BY THE AGENT, AND THE PROVISIONS HEREOF ENFORCED BY THE AGENT, EFFECTIVE AS OF THE FIRST DATE ANY EVENT OF DEFAULT OCCURS AND IS CONTINUING UNDER THE CREDIT AGREEMENT, or (ii) seek to enforce or resort to any remedies with respect to any security interests, Liens or encumbrances granted to the Agent by the Borrower or any other Person on account of the Borrower's Liabilities or any guaranty thereof. Neither the Agent nor any Lender shall have any obligation to protect, secure or insure any of the foregoing security interests, Liens or encumbrances on the properties or interests in properties subject thereto. The Guarantors' Obligations shall in no way be impaired, affected, reduced, or released by reason of the Agent's or any Lender's failure or delay to do or take any of the acts, actions or things described in this Guarantee or the Indenture, Guaranty Agreement including, without limitationlimiting the generality of the foregoing, any those acts, actions and things described in this Section 9. (c) Each Guarantor further agrees with respect to this Guaranty Agreement that such Guarantor shall have no right of subrogation, reimbursementreimbursement or indemnity, exoneration, contribution or indemnification and nor any right of recourse to participate in any claim or remedy of security for the Trustee, or the Holders of any Debt Securities against the Issuer or any collateral, whether or not Borrower's Liabilities until 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 Issuer, 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, remedy or right. If any amount shall be paid to the Guarantor in violation of the preceding sentence at any time prior to the cash payment in full as all of the Obligations and all other amounts payable under this Guarantee, such amount shall be held in trust for the benefit of the Trustee Borrower are fully, finally and the Holders of any Debt Securities irrevocably paid and shall forthwith be paid to the Trustee, to be credited and applied to the Obligations and all other amounts payable under this Guarantee, whether matured or unmatured, in accordance with the terms of the Indenture and this Guarantee, or be held as collateral for any Obligations or other amounts payable under this Guarantee thereafter arising. The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Guarantee and that the waiver set forth in this Section 4 is knowingly made in contemplation of such benefitssatisfied.

Waiver; Subrogation. (a) The Each Subsidiary Guarantor hereby waives promptness, diligence, presentment, demand of payment, notice of acceptance and any other notice with respect to this its Guarantee and any requirement that the Trustee, or the Holders of any Debt Securities Notes, protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person person or any collateral. (b) The Each Subsidiary Guarantor hereby irrevocably waives any claims or other rights that it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of the such Subsidiary Guarantor’s obligations under the Original Indenture and this Guarantee or the IndentureTwenty-Ninth Supplemental Indenture (including its Guarantee), including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Trustee, or the Holders of any Debt Securities Notes, against the Issuer or any collateral, 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 Issuer, 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, remedy or right. If any amount shall be paid to the such Subsidiary Guarantor in violation of the preceding sentence at any time prior to the cash payment in full of the Obligations and all other amounts payable under this Guaranteethe Guarantees, such amount shall be held in trust for the benefit of the Trustee and the Holders of any Debt Securities Notes and shall forthwith be paid to the Trustee, to be credited and applied to the Obligations and all other amounts payable under this its Guarantee, whether matured or unmatured, in accordance with the terms of the Original Indenture and this GuaranteeTwenty-Ninth Supplemental Indenture (including the Guarantees), or be held as collateral for any Obligations or other amounts payable under this Guarantee the Guarantees thereafter arising. The Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Original Indenture and this Guarantee Twenty-Ninth Supplemental Indenture (including its Guarantee) and that the waiver set forth in this Section 4 3.4 is knowingly made in contemplation of such benefits.

Waiver; Subrogation. (a) The Each Subsidiary Guarantor hereby waives promptness, diligence, presentment, demand of payment, notice of acceptance and any other notice with respect to this its Guarantee and any requirement that the Trustee, or the Holders of any Debt Securities Notes, protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person person or any collateral. (b) The Each Subsidiary Guarantor hereby irrevocably waives any claims or other rights that it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of the such Subsidiary Guarantor’s obligations under the Original Indenture and this Guarantee or the IndentureTwenty-Seventh Supplemental Indenture (including its Guarantee), including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Trustee, or the Holders of any Debt Securities Notes, against the Issuer or any collateral, 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 Issuer, 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, remedy or right. If any amount shall be paid to the such Subsidiary Guarantor in violation of the preceding sentence at any time prior to the cash payment in full of the Obligations and all other amounts payable under this Guaranteethe Guarantees, such amount shall be held in trust for the benefit of the Trustee and the Holders of any Debt Securities Notes and shall forthwith be paid to the Trustee, to be credited and applied to the Obligations and all other amounts payable under this its Guarantee, whether matured or unmatured, in accordance with the terms of the Original Indenture and this GuaranteeTwenty-Seventh Supplemental Indenture (including the Guarantees), or be held as collateral for any Obligations or other amounts payable under this Guarantee the Guarantees thereafter arising. The Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Original Indenture and this Guarantee Twenty-Seventh Supplemental Indenture (including its Guarantee) and that the waiver set forth in this Section 4 3.4 is knowingly made in contemplation of such benefits.

Waiver; Subrogation. (a) The Each Subsidiary Guarantor hereby waives promptness, diligence, presentment, demand of payment, notice of acceptance and any other notice with respect to this its Guarantee and any requirement that the Trustee, or the Holders of any Debt Securities Notes, protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person person or any collateral. (b) The Each Subsidiary Guarantor hereby irrevocably waives any claims or other rights that it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of the such Subsidiary Guarantor’s obligations under the Original Indenture and this Guarantee or the IndentureTwenty-Third Supplemental Indenture (including its Guarantee), including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Trustee, or the Holders of any Debt Securities Notes, against the Issuer or any collateral, 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 Issuer, 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, remedy or right. If any amount shall be paid to the such Subsidiary Guarantor in violation of the preceding sentence at any time prior to the cash payment in full of the Obligations and all other amounts payable under this Guaranteethe Guarantees, such amount shall be held in trust for the benefit of the Trustee and the Holders of any Debt Securities Notes and shall forthwith be paid to the Trustee, to be credited and applied to the Obligations and all other amounts payable under this its Guarantee, whether matured or unmatured, in accordance with the terms of the Original Indenture and this GuaranteeTwenty-Third Supplemental Indenture (including the Guarantees), or be held as collateral for any Obligations or other amounts payable under this Guarantee the Guarantees thereafter arising. The Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Original Indenture and this Guarantee Twenty-Third Supplemental Indenture (including its Guarantee) and that the waiver set forth in this Section 4 3.4 is knowingly made in contemplation of such benefits.

Waiver; Subrogation. (a) The Each Guarantor hereby waives promptness, diligence, notice of the following events or occurrences: (i) the Lender's acceptance and of this Guaranty Agreement; (ii) the Lender's heretofore, now or from time to time hereafter loaning monies or giving or extending credit to or for the benefit of the Borrower, whether pursuant to the Credit Agreement or the Notes or any other notice with respect to this Guarantee and any requirement that the Trusteeamendments, modifications, or supplements thereto, or replacements or extensions thereof; (iii) the Holders of Lender or the Borrower heretofore, now or at any Debt Securities protecttime hereafter, secureobtaining, perfect amending, substituting for, releasing, waiving or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against modifying the Issuer Credit Agreement, the Notes or any other Person Loan Documents; (iv) presentment, demand, notices of default, nonpayment, partial payment and protest; (v) the Lender heretofore, now or at any time hereafter granting to the Borrower (or any collateralother party liable to the Lender on account of the Borrower's Liabilities) any indulgence or extensions of time of payment of the Borrower's Liabilities; and (vi) the Lender heretofore, now or at any time hereafter accepting from the Borrower or any other person, any partial payment or payments on account of the Borrower's Liabilities or any collateral securing the payment thereof or the Agent settling, subordinating, compromising, discharging or releasing the same. Each Guarantor agrees that the Lender may heretofore, now or at any time hereafter do any or all of the foregoing in such manner, upon such terms and at such times as the Lender, in its sole and absolute discretion, deems advisable, without in any way or respect impairing, affecting, reducing or releasing such Guarantor from the Guarantors' Obligations, and each Guarantor hereby consents to each and all of the foregoing events or occurrences. (b) The Each Guarantor hereby irrevocably waives agrees that payment or performance by such Guarantor of the Guarantors' Obligations under this Guaranty Agreement may be enforced by the Lender upon demand by the Lender to such Guarantor without the Lender being required, each Guarantor expressly waiving any claims or other rights that right it may now have to require the Lender, to (i) prosecute collection or hereafter acquire seek to enforce or resort to any remedies against the Issuer that arise from the existence, payment, performance Borrower or enforcement any other Guarantor or any other guarantor of the Guarantor’s obligations under Borrower's Liabilities, IT BEING EXPRESSLY UNDERSTOOD, ACKNOWLEDGED AND AGREED TO BY EACH GUARANTOR THAT DEMAND UNDER THIS GUARANTY AGREEMENT MAY BE MADE BY THE LENDER, AND THE PROVISIONS HEREOF ENFORCED BY THE LENDER, EFFECTIVE AS OF THE FIRST DATE ANY EVENT OF DEFAULT OCCURS AND IS CONTINUING UNDER THE CREDIT AGREEMENT, or (ii) seek to enforce or resort to any remedies with respect to any security interests, Liens or encumbrances granted to the Lender by the Borrower or any other Person on account of the Borrower's Liabilities or any guaranty thereof. The Lender shall not have any obligation to protect, secure or insure any of the foregoing security interests, Liens or encumbrances on the properties or interests in properties subject thereto. The Guarantors' Obligations shall in no way be impaired, affected, reduced, or released by reason of the Lender's failure or delay to do or take any of the acts, actions or things described in this Guarantee or the Indenture, Guaranty Agreement including, without limitationlimiting the generality of the foregoing, those acts, actions and things described in this Section 9. (c) Each Guarantor further agrees that to the extent the ruling in Levix x. Ixxxxxxxx Xxxd Xxxancial Corp. (In re V.N. Deprxxxx Xxxstruction Co.), 874 F.2d 1186 (7th Cir. 1989), is found applicable by a court of competent jurisdiction to the transactions contemplated by the Loan Documents or any payments thereunder, no Guarantor shall have any right of subrogation, reimbursementreimbursement or indemnity, exoneration, contribution or indemnification and nor any right of recourse to participate in security for the Borrower's Liabilities. This waiver is expressly intended to prevent the existence of any claim or remedy in respect to such reimbursement by the Guarantor against the estate of Borrower within the meaning of Section 101 of the TrusteeBankruptcy Code, or and to prevent the Holders Guarantor from constituting a creditor of any Debt Securities against the Issuer or any collateral, whether or not such claim, remedy or right arises Borrower in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account respect of such claim, remedy or right. If any amount shall be paid to reimbursement within the Guarantor in violation meaning of Section 547(b) of the preceding sentence at any time prior to Bankruptcy Code in the cash payment in full event of a subsequent case involving the Obligations and all other amounts payable under this Guarantee, such amount shall be held in trust for the benefit of the Trustee and the Holders of any Debt Securities and shall forthwith be paid to the Trustee, to be credited and applied to the Obligations and all other amounts payable under this Guarantee, whether matured or unmatured, in accordance with the terms of the Indenture and this Guarantee, or be held as collateral for any Obligations or other amounts payable under this Guarantee thereafter arising. The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Guarantee and that the waiver set forth in this Section 4 is knowingly made in contemplation of such benefitsBorrower.