Common use of Waiver; Subrogation Clause in Contracts

Waiver; Subrogation. (a) Each Guarantor hereby waives 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 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 amendments, modifications, or supplements thereto, or replacements or extensions thereof; (iii) the 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 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 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 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.

Waiver; Subrogation. (a) Each Guarantor CSI hereby waives notice of the following events or occurrences: (i) the Agent's acceptance of this Guaranty Agreement; (ii) the Lenders' Lenders heretofore, now or from time to time hereafter making Credit Extensions and issuing Letters of Credit and otherwise loaning monies or giving or extending credit to or for the benefit of the Borrower, whether pursuant to the Credit this Agreement or the Notes or any other Loan Document or any amendments, modifications, or supplements thereto, or replacements or extensions thereof; (iiiii) the Agent, the Lenders Benefited Parties or the Borrower heretofore, now or at any time hereafter, obtaining, amending, substituting for, releasing, waiving or modifying the Credit this Agreement, the Notes or any other Loan Documents; (iviii) presentment, demand, default, non-payment, partial payment and protest; (viv) the Agent or the Lenders any Benefited Party heretofore, now or at any time hereafter granting to the Borrower (or any other party liable to the Lenders Benefited Parties on account of the Borrower's Liabilities’s Obligations) or to any other Guarantor any indulgence or extensions of time of payment of the Borrower's Liabilities; ’s Obligations, and (viv) the Agent or the Lenders any Benefited Party heretofore, now or at any time hereafter accepting from the Borrower, any other Guarantor, any other guarantor of the Borrower's Liabilities Guarantor or any other Person, any partial payment or payments on account of the Borrower's Liabilities ’s Obligations or any collateral securing the payment thereof or the Agent settling, subordinating, compromising, discharging or releasing the same. Each Guarantor CSI agrees that the Agent and each Lender 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 the Agent and each LenderBenefited Party, in its sole and absolute discretion, deems advisable, without in any way or respect impairing, affecting, reducing or releasing such Guarantor CSI from the Guarantors' its Guarantor’s Obligations, and each Guarantor CSI hereby consents to each and all of the foregoing events or occurrences.

Waiver; Subrogation. (a) Each Guarantor hereby waives 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 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 amendments, modifications, or supplements additions thereto, or replacements 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 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, any other Guarantor, any other guarantor of the Borrower's Liabilities 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 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 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 Guarantors' 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 (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 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, any Co-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 limiting the generality of the foregoing, those acts, actions and things described in this Section 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 expressly intended to prevent the existence of any claim in 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 reimbursement 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) Each Guarantor hereby waives notice of the following events or occurrences: (i) the AgentLender's acceptance of this Guaranty Agreement; (ii) the Lenders' 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 amendments, modifications, or supplements thereto, or replacements or extensions thereof; (iii) the Agent, the Lenders Lender 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, notices of default, non-payment, partial payment and protest; (v) the Agent or the Lenders Lender heretofore, now or at any time hereafter granting to the Borrower (or any other party liable to the Lenders Lender 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 Lender heretofore, now or at any time hereafter accepting from the Borrower, any other Guarantor, any other guarantor of the Borrower's Liabilities Borrower or any other Personperson, 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.

Waiver; Subrogation. (a) Each The Guarantor hereby waives notice of the following events or occurrences: (i) the Agent's (or any Lender's) acceptance of this Guaranty Agreement; (ii) the Lenders' any Series A Lender's heretofore, now or from time to time hereafter loaning monies or giving or extending credit hereafter, making any advances to or for the benefit of the Borrower, Borrower whether pursuant to the Credit Agreement or the Notes any Series A Note, or any amendments, modifications, restatements or supplements thereto, or replacements or extensions thereof; (iii) the AgentBorrower, the Lenders Agent or the Borrower any Lender heretofore, now or at any time hereafter, obtaining, amending, substituting for, releasing, waiving or modifying the Credit Agreement, the Notes any Series A Note or any other Loan DocumentsOperative Agreements; (iv) presentment, demand, notices of default, non-payment, partial payment and protest; (v) the Agent (or the Lenders any Lender) heretofore, now or at any time hereafter hereafter, granting to the Borrower (or any other party liable to the Lenders Lessor 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 Borrower heretofore, now or at any time hereafter hereafter, accepting from the Borrower, Agent (or any other Guarantor, any other guarantor of the Borrower's Liabilities Lender) or any other Personperson, 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 The Guarantor agrees that the Agent and each Lender (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 and each (or any Lender), in its sole and absolute discretion, deems advisable, without in any way or respect impairing, affecting, reducing or releasing such the Guarantor from the Guarantors' Guarantor's Obligations, and each the Guarantor hereby consents to each and all of the foregoing events or occurrences.

Waiver; Subrogation. (a) Each Guarantor hereby waives 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 issuing Letters of Credit and otherwise loaning monies or giving or extending credit to or for the benefit of the BorrowerBorrowers or either of them, whether pursuant to the Credit Agreement or the Notes or any other Loan Document or any amendments, modifications, or supplements thereto, or replacements or extensions thereof; (iii) the Agent, Secured Parties or either of the Lenders or the Borrower 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) the Agent or the Lenders any Secured Party heretofore, now or at any time hereafter granting to the Borrower 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 LiabilitiesLiabilities or Guarantors' Obligations, respectively; and (vi) the Agent or the Lenders any Secured Party heretofore, now or at any time hereafter accepting from the 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 the Agent and each Lender 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 the Agent and each LenderSecured 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.

Waiver; Subrogation. (a) Each Guarantor hereby waives 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 otherwise loaning monies or giving or extending credit to or for the benefit of the any Borrower, whether pursuant to the Credit Agreement or the Notes any other Loan Document or any amendments, modifications, or supplements thereto, or replacements or extensions thereof; (iii) the Agent, the Lenders Guaranteed Parties or the any Borrower heretofore, now or at any time hereafter, obtaining, amending, substituting for, releasing, waiving or modifying the Credit Agreement, the Notes Agreement or any other Loan Documents; (iv) presentment, demand, default, non-payment, partial payment payment, protest, promptness and protestdiligence; (v) the Agent or the Lenders any Guaranteed Party heretofore, now or at any time hereafter granting to the any Borrower (or any other party liable to the Lenders on account of the Borrower's LiabilitiesObligations) or to any other guarantor any indulgence or extensions of time of payment of the Borrower's LiabilitiesObligations; and (vi) the Agent or the Lenders any Guaranteed Party heretofore, now or at any time hereafter accepting from the any Borrower, any other Guarantor, any other guarantor of the Borrower's Liabilities Obligations or any other Person, any partial payment or payments on account of the Borrower's Liabilities Obligations 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 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 the Agent and each LenderGuaranteed Party, in its sole and absolute discretion, deems advisable, without in any way or respect impairing, affecting, reducing or releasing such any Guarantor from the Guarantors' Obligationsits obligations hereunder, and each Guarantor hereby consents to each and all of the foregoing events or occurrences.

Waiver; Subrogation. (a) Each Guarantor hereby waives 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 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 amendments, modifications, or supplements thereto, or replacements or extensions thereof; (iii) the Agent, the Lenders or the Borrower heretofore, now or at any time hereafter, obtaining, amending, substituting sub stituting for, releasing, waiving or modifying the Credit Agreement, the Notes or any other Loan DocumentsDocuments or this Guaranty Agreement with respect to any other Guarantor; (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 other party liable to the Lenders on account of the Borrower's Borrowers' Liabilities) any indulgence or extensions of time of payment of the Borrower's LiabilitiesLiabilities or granting to any other Guarantor any indulgence or extension of time of payment of its Guarantors' Obligations; 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 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 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.

Waiver; Subrogation. (a) Each Guarantor hereby waives notice of the following events or occurrences: (i) the AgentLender's acceptance of this Guaranty Agreement; (ii) the Lenders' 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 Note or any amendments, modifications, or supplements thereto, or replacements or extensions thereof; (iii) the AgentLender, the Lenders or the Borrower heretofore, now or at any time hereafter, obtaining, amending, substituting for, releasing, waiving or modifying the Credit Note or the Security Agreement, the Notes or any other Loan Documents; (iv) presentment, demand, default, non-payment, partial payment and protest; (v) the Agent or the Lenders Lender heretofore, now or at any time hereafter granting to the Borrower (or any other party liable to the Lenders Lender 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 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 other Person, any partial payment or payments on account of the Borrower's Liabilities or any collateral securing the payment thereof or the Agent Lender 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' Guarantor's Obligations, and each Guarantor hereby consents to each and all of the foregoing events or occurrences.

Waiver; Subrogation. (a) Each Guarantor CPV hereby waives 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 Advances and issuing Letters of Credit and otherwise loaning monies or giving or extending credit to or for the benefit of the Borrower, whether pursuant to the Credit this Agreement or the Notes or any other Loan Document or any amendments, modifications, or supplements thereto, or replacements or extensions thereof; (iiiii) the Agent, the Lenders Secured Parties or the Borrower heretofore, now or at any time hereafter, obtaining, amending, substituting for, releasing, waiving or modifying the Credit this Agreement, the Notes or any other Loan Documents; (iviii) presentment, demand, default, non-payment, partial payment and protest; (viv) the Agent or the Lenders any Secured Party heretofore, now or at any time hereafter granting to the Borrower (or any other party liable to the Lenders Secured Parties on account of the Borrower's LiabilitiesObligations) or to any other Guarantor any indulgence or extensions of time of payment of the Borrower's Liabilities; Obligations, and (viv) the Agent or the Lenders 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 Guarantor or any other Person, any partial payment or payments on account of the Borrower's Liabilities Obligations 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.

Waiver; Subrogation. (a) Each The Guarantor hereby waives notice of the following events or occurrences: (i) the Agent's acceptance of this Guaranty Agreement; (ii) the Lenders' Conduit's heretofore, now or from time to time hereafter making Advances and otherwise loaning monies or giving or extending credit to or for the benefit of the Borrower, whether pursuant to the Credit Agreement LSA or the Notes any other Transaction Document or any amendments, modifications, or supplements thereto, or replacements or extensions thereof; , (iii) the Agent, the Lenders Investors or the Borrower heretofore, now or at any time hereafter, obtaining, amending, substituting for, releasing, waiving or modifying the Credit Agreement, the Notes LSA or any other Loan Transaction Documents; (iv) presentment, demand, default, non-payment, partial payment and protest; (v) the Agent or the Lenders any Investor heretofore, now or at any time hereafter granting to the Borrower (or any other party liable to the Lenders Conduit on account of the Borrower's LiabilitiesObligations) or to the Guarantor any indulgence or extensions of time of payment of the Borrower's LiabilitiesObligations or the Guarantor's Obligations, respectively; and (vi) the Agent or the Lenders any Investor heretofore, now or at any time hereafter accepting from the Borrower, any other the Guarantor, any other guarantor of the Borrower's Liabilities Obligations or any other Person, any partial payment or payments on account of the Borrower's Liabilities Obligations or any collateral securing the payment thereof or the Agent settling, subordinating, compromising, discharging or releasing the same. Each The Guarantor agrees that the Agent and each Lender Investor 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 LenderInvestor, in its sole and absolute discretion, deems advisable, without in any way or respect impairing, affecting, reducing or releasing such the Guarantor from the Guarantors' Guarantor's Obligations, and each the Guarantor hereby consents to each and all of the foregoing events or occurrences.

Waiver; Subrogation. (a) Each Guarantor hereby waives notice of the following events or occurrences: (i) the Administrative Agent's or Documentation Agent's acceptance 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 Agreement, the Notes or the Notes 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 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 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 time hereafter accepting from the Borrower, any other Guarantor, any other guarantor of the Borrower's Liabilities Borrower or any other Personperson, 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 Administrative 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 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, and each Guarantor hereby (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 of the foregoing events or occurrences, and (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, or any property securing, all or any part of the Borrower's Liabilities.

Waiver; Subrogation. (a) Each The Guarantor hereby waives notice of the following events or occurrences: (i) the AgentLender's acceptance of this Guaranty Agreement; (ii) the Lenders' Lender heretofore, now or from time to time hereafter loaning monies or giving or extending credit to or for the benefit of the BorrowerCompany, whether pursuant to the Credit Agreement or the Notes or any amendments, modifications, or supplements thereto, or replacements or extensions thereof; (iii) the Agent, the Lenders Lender or the Borrower Company heretofore, now or at any time hereafter, obtaining, amending, substituting for, releasing, waiving or modifying the Credit Agreement, the Notes or any other Loan DocumentsNotes; (iv) presentment, demand, notices of default, non-payment, partial payment and protestpayment, notice of dishonor, suit, protest or taking other action by the Lender; (v) the Agent or the Lenders Lender heretofore, now or at any time hereafter granting to the Borrower Company (or any other party liable to the Lenders Lender 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 Lender heretofore, now or at any time hereafter accepting from the Borrower, any other Guarantor, any other guarantor of the Borrower's Liabilities Company or any other Personperson, any partial payment or payments on account of the Borrower's Liabilities or any collateral securing the payment thereof or the Agent Lender settling, subordinating, compromising, discharging or releasing the same. Each The 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' Guarantor's Obligations, and each the Guarantor hereby consents to each and all of the foregoing events or occurrences.

Waiver; Subrogation. (a) Each Guarantor hereby waives notice of the following events or occurrences: (i) the AgentLessor's acceptance of this Guaranty Agreement; (ii) the Lenders' Lessor's heretofore, now or from time to time hereafter loaning monies making any advances to the Construction Agent or giving or extending credit leasing any Property to or for the benefit of the BorrowerLessee, whether pursuant to the Credit Agreement or the Notes Lease or any amendments, modifications, restatements or supplements thereto, or replacements or extensions thereof; (iii) the Agent, the Lenders Lessor or the Borrower Lessee heretofore, now or at any time hereafter, obtaining, amending, substituting for, releasing, waiving or modifying the Credit AgreementLease, the Notes Agency Agreement or any other Loan DocumentsOperative Agreements; (iv) presentment, demand, notices of default, non-payment, partial payment and protest; (v) the Agent or the Lenders Lessor heretofore, now or at any time hereafter granting to the Borrower Lessee (or any other party liable to the Lenders Lessor on account of the BorrowerLessee's Liabilities) any indulgence or extensions of time of payment of the BorrowerLessee's Liabilities; and (vi) the Agent or the Lenders Lessor heretofore, now or at any time hereafter accepting from the Borrower, any other Guarantor, any other guarantor of the Borrower's Liabilities Lessee or any other Personperson, any partial payment or payments on account of the BorrowerLessee's Liabilities or any collateral securing the payment thereof or the Agent Lessor settling, subordinating, compromising, discharging or releasing the same. Each Guarantor agrees that the Agent and each Lender 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 Agent and each LenderLessor, in its sole and absolute discretion, deems advisable, without in any way or respect impairing, affecting, reducing or releasing such any Guarantor from the Guarantors' Obligations, and each Guarantor hereby consents to each and all of the foregoing events or occurrences.

Waiver; Subrogation. (a) Each The Guarantor hereby waives 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 otherwise loaning monies or giving or extending credit to or for the benefit of the any Borrower, whether pursuant to the Credit Agreement or the Notes any other Loan Document or any amendments, modifications, or supplements thereto, or replacements or extensions thereof; (iii) the Agent, the Lenders Guaranteed Parties or the any Borrower heretofore, now or at any time hereafter, obtaining, amending, substituting for, releasing, waiving or modifying the Credit Agreement, the Notes Agreement or any other Loan Documents; (iv) presentment, demand, default, non-payment, partial payment payment, protest, promptness and protestdiligence; (v) the Agent or the Lenders any Guaranteed Party heretofore, now or at any time hereafter granting to the any Borrower (or any other party liable to the Lenders on account of the Borrower's LiabilitiesObligations) or to any other guarantor any indulgence or extensions of time of payment of the Borrower's LiabilitiesObligations; and (vi) the Agent or the Lenders any Guaranteed Party heretofore, now or at any time hereafter accepting from the any Borrower, any other Guarantor, any other guarantor of the Borrower's Liabilities Obligations or any other Person, any partial payment or payments on account of the Borrower's Liabilities Obligations or any collateral securing the payment thereof or the Agent settling, subordinating, compromising, discharging or releasing the same. Each The Guarantor agrees that the Agent and each Lender 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 the Agent and each LenderGuaranteed Party, in its sole and absolute discretion, deems advisable, without in any way or respect impairing, affecting, reducing or releasing such the Guarantor from the Guarantors' Obligationsits obligations hereunder, and each the Guarantor hereby consents to each and all of the foregoing events or occurrences.

Waiver; Subrogation. (a) Each Guarantor hereby waives 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 issuing Letters of Credit and otherwise 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 Loan Document or any amendments, modifications, or supplements thereto, or replacements or extensions thereof; (iii) the Agent, the Lenders 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) the Agent or the Lenders 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 LiabilitiesLiabilities or Guarantors' Obligations, respectively; and (vi) the Agent or the Lenders 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 the Agent and each Lender 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 the Agent and each LenderSecured 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.

Waiver; Subrogation. (a) Each Guarantor hereby waives notice of the following events or occurrences: (i) the AgentLender's acceptance of this Guaranty Agreement; (ii) the Lenders' 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 amendments, modifications, or supplements thereto, or replacements or extensions thereof; (iii) the Agent, the Lenders Lender 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, notices of default, non-paymentnonpayment, partial payment and protest; (v) the Agent or the Lenders Lender heretofore, now or at any time hereafter granting to the Borrower (or any other party liable to the Lenders Lender 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 Lender heretofore, now or at any time hereafter accepting from the Borrower, any other Guarantor, any other guarantor of the Borrower's Liabilities Borrower or any other Personperson, 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.

Waiver; Subrogation. (a) Each Guarantor hereby waives notice of the following events or occurrences: (i) the Agent's (or any Lender's) acceptance of this Guaranty Agreement; (ii) the Lenders' any Series A Lender's heretofore, now or from time to time hereafter loaning monies or giving or extending credit hereafter, making any advances to or for the benefit of the Borrower, Borrower whether pursuant to the Credit Agreement or the Notes any Series A Note, or any amendments, modifications, restatements or supplements thereto, or replacements or extensions thereof; (iii) the AgentBorrower, the Lenders Agent or the Borrower any Lender heretofore, now or at any time hereafter, obtaining, amending, substituting for, releasing, waiving or modifying the Credit Agreement, the Notes any Series A Note or any other Loan DocumentsOperative Agreements; (iv) presentment, demand, notices of default, non-payment, partial payment and protest; (v) the Agent (or the Lenders any Lender) heretofore, now or at any time hereafter hereafter, granting to the Borrower (or any other party liable to the Lenders Lessor 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 Borrower heretofore, now or at any time hereafter hereafter, accepting from the Borrower, Agent (or any other Guarantor, any other guarantor of the Borrower's Liabilities Lender) or any other Personperson, 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 and each Lender (or any Lender) may heretofore, now or at any time hereafter thereafter do any or all of the foregoing in such manner, upon such terms and at such times as the Agent and each (or any Lender), in its sole and absolute discretion, deems advisable, without in any way or respect impairing, affecting, reducing or releasing such any Guarantor from the Guarantors' Guarantor's Obligations, and each Guarantor hereby consents to each and all of the foregoing events or occurrences.

Waiver; Subrogation. (a) Each Guarantor The Guarantors hereby waives waive notice of the following events or occurrences: (i) the AgentCompany's acceptance of this Guaranty Agreement; (ii) the Lenders' heretofore, now Company 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 amendments, modifications, or supplements thereto, or replacements or extensions thereof; (iii) the Agent, the Lenders or the Borrower DTCOA heretofore, now or at any time hereafter, obtaining, amending, substituting for, releasing, waiving or modifying the Credit Asset Purchase Agreement, the Notes or any other Loan Documents; (iviii) presentment, demand, notices of default, non-payment, partial payment and protest; (viv) the Agent or the Lenders Company heretofore, now or at any time hereafter granting to the Borrower DTCOA (or any other party liable to the Lenders Company on account of the Borrower's LiabilitiesGuaranteed Obligations) any indulgence or extensions of time of payment of the Borrower's LiabilitiesGuaranteed Obligations; and (viv) the Agent or the Lenders Company heretofore, now or at any time hereafter accepting from the Borrower, any other Guarantor, any other guarantor of the Borrower's Liabilities DTCOA or any other Personperson, any partial payment or payments on account of the Borrower's Liabilities Guaranteed Obligations or any collateral securing the payment thereof or the Agent Company settling, subordinating, compromising, discharging or releasing the same. Each Guarantor agrees The Guarantors agree that the Agent and each Lender 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 Agent and each LenderCompany, in its sole and absolute discretion, deems advisable, without in any way or respect impairing, affecting, reducing or releasing such Guarantor the Guarantors from the Guarantors' Obligations, and each Guarantor the Guarantors hereby consents consent to each and all of the foregoing events or occurrences.

Waiver; Subrogation. (a) Each Guarantor hereby waives 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 loaning monies or giving or extending credit to or for the benefit of the Borrower, whether pursuant to the Credit Agreement Agreement, the Notes or the Notes other Loan Documents, or any amendments, modifications, or supplements thereto, or replacements or extensions thereof; (iii) the 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 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 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 hereafter accepting from the Borrower, any other Guarantor, any other guarantor of the Borrower's Liabilities Borrower or any other Personperson, 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 samesame 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.

Waiver; Subrogation. (a) Each The Guarantor hereby waives promptness, diligence, notice of the following events acceptance and any other notice with respect to this Guarantee and any requirement that JPMCB, as Administrative Agent, or occurrences: any 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 Altria or any other Person or any collateral. (ib) the Agent's acceptance of this Guaranty Agreement; (ii) the Lenders' heretofore, The Guarantor hereby irrevocably waives any claims or other rights that it may now or hereafter acquire against Altria that arise from the existence, payment, performance or enforcement of the Guarantor’s obligations under this Guarantee or the Credit Agreement, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of JPMCB, as Administrative Agent, or any Lender against 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 Altria, 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 time hereafter loaning monies or giving or extending credit to or 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 JPMCB, as Administrative Agent, and the BorrowerLenders and shall forthwith be paid to JPMCB, as Administrative Agent, to be credited and applied to the Obligations and all other amounts payable under this Guarantee, whether pursuant to matured or unmatured, in accordance with the terms of the Credit Agreement or the Notes or any amendments, modificationsand this Guarantee, or supplements thereto, be held as collateral for any Obligations or replacements or extensions thereof; (iii) other amounts payable under this Guarantee thereafter arising. The Guarantor acknowledges that it will receive direct and indirect benefits from the Agent, the Lenders or the Borrower heretofore, now or at any time hereafter, obtaining, amending, substituting for, releasing, waiving or modifying financing arrangements contemplated by the Credit Agreement, the Notes or any other Loan Documents; (iv) presentment, demand, default, non-payment, partial payment Agreement and protest; (v) the Agent or the Lenders 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) any indulgence or extensions of time of payment of the Borrower's Liabilities; this Guarantee 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 waiver set forth in this Section 4(b) is knowingly made in contemplation 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 occurrencesbenefits. SECTION 0.

Waiver; Subrogation. (a) Each Guarantor hereby waives 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 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 amendments, modifications, or supplements additions thereto, or replacements alterations, substitutions, refinancings or extensions thereof; (iii) the Agent, 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 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, any other Guarantor, any other guarantor of the Borrower's Liabilities Borrower or any other Personperson, 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 Guarantors' Guarantor's Obligations, and each Guarantor hereby consents to each and all of the foregoing events or occurrences.

Waiver; Subrogation. (a) Each Guarantor hereby waives 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 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 amendments, modifications, or supplements thereto, or replacements or extensions thereof; (iii) the Agent, the Lenders or the Borrower heretofore, now or at any time hereafter, obtaining, amending, substituting 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 protest; (v) the Agent or the Lenders 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) 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.

Waiver; Subrogation. (a) Each Guarantor hereby waives 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 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 amendments, modifications, or supplements thereto, or replacements or extensions thereof; (iii) the 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 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 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 hereafter accepting from the Borrower, any other Guarantor, any other guarantor of the Borrower's Liabilities Borrower or any other Personperson, 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 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.

Waiver; Subrogation. (a) Each The Guarantor hereby waives 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 otherwise 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 Loan Document or any amendments, modifications, or supplements thereto, or replacements or extensions thereof; (iii) the Agent, the Lenders 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) the Agent or the Lenders 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 LiabilitiesLiabilities or Guarantors' Obligations, respectively; and (vi) the Agent or the Lenders 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. Each The Guarantor agrees that the Agent and each Lender 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 the Agent and each LenderSecured Party, in its sole and absolute discretion, deems advisable, without in any way or respect impairing, affecting, reducing or releasing such the Guarantor from the Guarantors' Obligations, and each the Guarantor hereby consents to each and all of the foregoing events or occurrences.

Waiver; Subrogation. (a) Each Guarantor hereby waives notice of the following events or occurrences: (i) the Agent's acceptance of this Guaranty AgreementGuaranty; (ii) the Lenders' ’ heretofore, now or from time to time hereafter making Loans and otherwise loaning monies or giving or extending credit to or for the benefit of the Borrower, whether pursuant to the Credit Agreement or the Notes any other Loan Document or any amendments, modifications, or supplements thereto, or replacements or extensions thereof; (iii) the Agent, the Lenders Guaranteed Parties or the Borrower heretofore, now or at any time hereafter, obtaining, amending, substituting for, releasing, waiving or modifying the Credit Agreement, the Notes Agreement or any other Loan Documents; (iv) presentment, demand, default, non-payment, partial payment payment, protest, promptness and protestdiligence; (v) the Agent or the Lenders 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 Borrower's LiabilitiesObligations) or to any other guarantor any indulgence or extensions of time of payment of the Borrower's LiabilitiesObligations; and (vi) the Agent or the Lenders any Guaranteed Party heretofore, now or at any time hereafter accepting from the Borrower, any other Guarantor, any other guarantor of the Borrower's Liabilities Obligations or any other Person, any partial payment or payments on account of the Borrower's Liabilities Obligations 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 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 the Agent and each LenderGuaranteed Party, in its sole and absolute discretion, deems advisable, without in any way or respect impairing, affecting, reducing or releasing such any Guarantor from the Guarantors' Obligationsits obligations hereunder, and each Guarantor hereby consents to each and all of the foregoing events or occurrences.

Waiver; Subrogation. (a) Each Guarantor hereby waives notice of the following events or occurrences: (i) the AgentTrustee's acceptance of this Guaranty Agreement; (ii) the LendersHolders' heretofore, now or from time to time hereafter loaning monies or giving or extending credit to or for the benefit of the BorrowerCompany, whether pursuant to the Credit Agreement Note Indenture or the Notes or any amendments, modifications, or supplements thereto, or replacements or extensions thereof; (iii) the AgentTrustee, the Lenders Holders or the Borrower Company heretofore, now or at any time hereafter, obtaining, amending, substituting for, releasing, waiving or modifying the Credit AgreementNote Indenture, the Notes or any other Loan Financing Documents; (iv) presentment, demand, notices of default, non-payment, partial payment and protest; (v) the Agent Trustee or the Lenders Holders heretofore, now or at any time hereafter granting to the Borrower Company (or any other party liable to the Lenders Holders on account of the BorrowerCompany's Liabilities) any indulgence or extensions of time of payment of the BorrowerCompany's Liabilities; and (vi) the Agent Trustee or the Lenders Holders heretofore, now or at any time hereafter accepting from the Borrower, any other Guarantor, any other guarantor of the Borrower's Liabilities Company or any other Personperson, any partial payment or payments on account of the BorrowerCompany's Liabilities or any collateral securing the payment thereof or the Agent Trustee settling, subordinating, compromising, discharging or releasing the same. Each Guarantor agrees that the Agent Trustee and each Lender 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 Agent and each LenderTrustee 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.

Waiver; Subrogation. (a) Each The Guarantor hereby waives 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 otherwise 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 Loan Document or any amendments, modifications, or supplements thereto, or replacements or extensions thereof; (iii) the Agent, the Lenders Secured Parties or the Borrower heretofore, now or at any time hereafter, obtaining, amending, substituting 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) the Agent or the Lenders 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 LiabilitiesLiabilities or Guarantors' Obligations, respectively; and (vi) the Agent or the Lenders 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. Each The Guarantor agrees that the Agent and each Lender 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 the Agent and each LenderSecured Party, in its sole and absolute discretion, deems advisable, without in any way or respect impairing, affecting, reducing or releasing such the Guarantor from the Guarantors' Obligations, and each the Guarantor hereby consents to each and all of the foregoing events or occurrences.

Waiver; Subrogation. (a) Each The Guarantor hereby waives 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 otherwise loaning monies or giving or extending credit to or for the benefit of the any Borrower, whether pursuant to the Credit Agreement or the Notes or any other Loan Document or any amendments, modifications, or supplements thereto, or replacements or extensions thereof; (iii) the Agent, the Lenders Secured Parties or the 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) the Agent or the Lenders any Secured Party heretofore, now or at any time hereafter granting to the any Borrower (or any other party liable to the Lenders on account of the Borrower's Borrowers' Liabilities) or to any other Guarantor any indulgence or extensions of time of payment of the BorrowerBorrowers' Liabilities or Guarantor's LiabilitiesObligations, respectively; and (vi) the Agent or the Lenders any Secured Party heretofore, now or at any time hereafter accepting from the any Borrower, any other Guarantor, any other guarantor of the Borrower's Borrowers' Liabilities or any other Person, any partial payment or payments on account of the Borrower's Borrowers' Liabilities or any collateral securing the payment thereof or the Agent settling, subordinating, compromising, discharging or releasing the same. Each The Guarantor agrees that the Agent and each Lender 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 the Agent and each LenderSecured Party, in its sole and absolute discretion, deems advisable, without in any way or respect impairing, affecting, reducing or releasing such the Guarantor from the Guarantors' Guarantor's Obligations, and each the Guarantor hereby consents to each and all of the foregoing events or occurrences.