Common use of Waiver of Subrogation Clause in Contracts

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes or this Indenture and such Guarantor’s obligations under this Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes or this Indenture and such Guarantor’s obligations under this Note Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property assets or by set-set off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, Notes or this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 11.06 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Subsidiary Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company Issuer that arise from the existence, payment, performance or enforcement of the CompanyIssuer’s obligations under the Notes or this Indenture and such Subsidiary Guarantor’s obligations under this its Subsidiary Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the CompanyIssuer, 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 CompanyIssuer, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Subsidiary Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 12.5 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes Securities are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s 's obligations under the Notes Securities or this Indenture and such Guarantor’s 's obligations under this Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes Securities under the NotesSecurities, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture the Indebtedness is discharged and all of the Notes are discharged and paid in full, each all Commitments have terminated and all Lender Hedging Agreements have terminated, the Guarantor hereby irrevocably waives and agrees shall not to enforce or exercise any claim or other rights which it may now or hereafter acquire against the Company Borrower or any other Obligor that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes or this Indenture and such Guarantor’s obligations under this Guarantee and this IndentureGuaranty Agreement or any other Loan Document, in any such instance including, without limitation, including any right of subrogation, reimbursement, exoneration, contribution, or indemnification, and any right to participate in any claim or remedy of the Holders Lenders against the CompanyBorrower or any other Obligor or any collateral which the Administrative Agent now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, including the right to take or receive from the CompanyBorrower or any other Obligor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any the Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in fullsentence, such amount shall have been be deemed to have been paid to such the Guarantor for the benefit of, and held in trust for the benefit offor, the Trustee or the Holders Lenders, and shall forthwith be paid to the Trustee for the benefit of itself or such Holders Lenders to be credited and applied to upon the obligations in favor of the Trustee or the Holders, as the case may beIndebtedness, whether matured or unmatured, in accordance with the terms of this Indenture. Each The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture the Credit Agreement and that the waiver set forth in this Section 11.05 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company Co-Issuers that arise from the existence, payment, performance or enforcement of the Company’s Co-Issuers’ obligations under the Notes or this Indenture and such Guarantor’s obligations under this Note Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the CompanyCo-Issuers, 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 CompanyCo-Issuers, directly or indirectly, in cash or other property assets or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will shall receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 10.05 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes or this Indenture and such Guarantor’s obligations under this each Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 10.5 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company Issuer that arise from the existence, payment, performance or enforcement of the CompanyIssuer’s obligations under the Notes or this Indenture and such Guarantor’s obligations under this Note Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the CompanyIssuer, 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 CompanyIssuer, directly or indirectly, in cash or other property assets or by set-off setoff or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 10.05 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company Issuer or any other Guarantor that arise from the existence, payment, performance or enforcement of the CompanyIssuer’s obligations or any other Guarantor’s obligations, in each case under the Notes or this Indenture or the other Note Documents and such Guarantor’s obligations under this Note Guarantee and this IndentureIndenture or the other Note Documents, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders or other Noteholder Secured Parties against the CompanyIssuer or any other Guarantor, 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 CompanyIssuer or any other Guarantor, directly or indirectly, in cash or other property assets or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes or other Noteholder Secured Parties under the Notes, this Indenture, the other Note Documents or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders or the other Noteholder Secured Parties and shall forthwith be paid to the Trustee for the benefit of itself or such Holders or other Noteholder Secured Parties to be credited and applied to the obligations in favor of the Trustee or the HoldersHolders or other Noteholder Secured Parties, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 13.06 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes Securities are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company Issuer that arise from the existence, payment, performance or enforcement of the CompanyIssuer’s obligations Obligations under the Notes Securities or this Indenture and such Guarantor’s obligations Obligations under this its Guarantee and under this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the CompanyIssuer, 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 CompanyIssuer, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes Securities under the NotesSecurities, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations Obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 10.05 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Guarantor Guarantor, if any, hereby irrevocably waives and agrees not to exercise any claim or other rights which that it may now or hereafter acquire against the Company Issuer that arise from the existence, payment, performance or enforcement of the CompanyIssuer’s obligations under the Notes or and this Indenture and or such Guarantor’s obligations under this its Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders any Holder against the CompanyIssuer, 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 CompanyIssuer, directly or indirectly, in cash or other property assets or by set-set off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been be deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders Holders, and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 10.06 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture payment in full is discharged and all made of the Notes are discharged and paid in fullall other obligations of the Company to the Holders or the Trustee hereunder and under the Notes, each Subsidiary Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s such Subsidiary Guarantor's obligations under the Notes or this Indenture and such Guarantor’s obligations under this Subsidiary Guarantee and this Indenture, in any such instance including, including without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders any Holder of Notes against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Subsidiary Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or Holders of the Holders Notes, and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to upon the obligations in favor of the Trustee or the Holders, as the case may beNotes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 11.06 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s 's obligations under the Notes or this Indenture and such Guarantor’s 's obligations under this Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 10.05 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes Securities are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company Issuer that arise from the existence, payment, performance or enforcement of the CompanyIssuer’s obligations Obligations under the Notes Securities or this Indenture and such Guarantor’s obligations Obligations under this its Guarantee and under this Indenture, in any such instance including, without limitation, including any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the CompanyIssuer, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, including the right to take or receive from the CompanyIssuer, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes Securities under the NotesSecurities, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations Obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 10.05 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes or this Indenture and such Guarantor’s obligations under this Note Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property assets or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 11.06 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company Issuer that arise from the existence, payment, performance or enforcement of the CompanyIssuer’s obligations under the Notes or this Indenture and such Guarantor’s obligations under this Subsidiary Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, contribution or indemnification, and any right to participate in any claim or remedy of the Holders against the CompanyIssuer, 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 CompanyIssuer, directly or indirectly, in cash or other property assets or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, Indenture or any other document or instrument delivered under or in connection with such agreements or instruments, instruments shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 11.06 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of such time as the Notes are discharged and Obligations have been indefeasibly paid in full, each Guarantor in cash, and the Commitments have been terminated, the Borrower hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company Borrower or any other Obligor that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes or this Indenture and such Guarantor’s Borrower's obligations under this Guarantee and this IndenturePledge Agreement or any other Loan Document, in any such instance including, without limitation, including any right of subrogation, reimbursement, exoneration, contribution, or indemnification, and any right to participate in any claim or remedy of the Holders Lender Parties against the CompanyBorrower or any other Obligor or any collateral which the Agent now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, including the right to take or receive from the CompanyBorrower or any other Obligor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor the Borrower in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, Obligations shall not have been indefeasibly paid in full, in cash, and the Commitments have not been terminated, such amount shall have been be deemed to have been paid to such Guarantor the Borrower for the benefit of, and held in trust for the benefit offor, the Trustee or the Holders Lender Parties, and shall forthwith be paid to the Trustee for the benefit of itself or such Holders Lender Parties to be credited and applied to upon the obligations in favor of the Trustee or the Holders, as the case may beObligations, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor The Borrower acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture the Credit Agreements and that the waiver set forth in this Section 11.05 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes Securities are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company Issuer that arise from the existence, payment, performance or enforcement of the CompanyIssuer’s obligations Obligations under the Notes Securities or this Indenture and such Guarantor’s obligations Obligations under this its Guarantee and under this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the CompanyIssuer, 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 CompanyIssuer, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes Securities under the NotesSecurities, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations Obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s 's obligations under the Notes or this Indenture and such Guarantor’s 's obligations under this Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company Co-Issuers that arise from the existence, payment, performance or enforcement of the Company’s Co-Issuers’ obligations under the Notes or this Indenture and such Guarantor’s obligations under this Note Guarantee and this Indenture, in any such instance instance, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the CompanyCo-Issuers, 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 CompanyCo-Issuers, directly or indirectly, in cash or other property assets or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will shall receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 10.05 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes Securities are discharged and paid in full, each Guarantor Guarantor, upon the execution and delivery of this Indenture or a Guarantee pursuant to Section 4.15 or 4.19, shall hereby irrevocably waives waive and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company Issuer that arise from the existence, payment, performance or enforcement of the CompanyIssuer’s obligations under the Notes Securities or this Indenture and such Guarantor’s obligations under this its Guarantee and this Indenture, in any such instance instance, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the CompanyIssuer, 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 CompanyIssuer, directly or indirectly, in cash or other property or by set-off setoff or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes Securities under the NotesSecurities, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 10.5 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company Issuer that arise from the existence, payment, performance or enforcement of the CompanyIssuer’s obligations under the Notes or this Indenture and such Guarantor’s obligations under this its Guarantee and this Indenture, in any such instance including, without limitation, including any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the CompanyIssuer, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, including the right to take or receive from the CompanyIssuer, directly or indirectly, in cash or other property assets or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes Securities are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes Securities or this Indenture and such Guarantor’s obligations under this Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes Securities under the NotesSecurities, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 11.06 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s 's obligations under the Notes or this Indenture and such Guarantor’s 's obligations under this Note Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or Holders of the Holders Notes, and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may beNotes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 12.05 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company Issuers that arise from the existence, payment, performance or enforcement of the Company’s Issuers’ obligations under the Notes or this Indenture and such Guarantor’s obligations under this its Guarantee hereunder and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders holders against the CompanyIssuers, 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 CompanyIssuers, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes Noteholders under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders Noteholders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders Noteholders to be credited and applied to the obligations in favor of the Trustee or the HoldersNoteholders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 10.06 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Subsidiary Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes or this Indenture and such Subsidiary Guarantor’s obligations under this Subsidiary Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders of the Notes against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property assets or by set-set off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Subsidiary Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of the Notes under the Notes, Notes or this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders of the Notes and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the such Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes Securities are discharged and paid in full, each Guarantor the Guarantors hereby irrevocably waives waive and agrees agree not to exercise any claim or other rights which it they may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s 's obligations under the Notes Securities or this Indenture and such Guarantor’s the Guarantors' obligations under this Guarantee the Guarantees and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any a Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the NotesSecurities, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 13.05 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until Each Guarantor, by execution of this Indenture is discharged and all or a supplemental indenture in substantially the form of Exhibit B hereto, waives to the Notes are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise extent permitted by law any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes or this Indenture and such Guarantor’s obligations under this Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of any Holder of the Holders Securities of a Guaranteed Series of Securities against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders Securities of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, Series shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or Holders of the Holders Securities of such Series, and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to upon the obligations in favor Securities of the Trustee or the Holders, as the case may besuch Series, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges Guarantor, by execution of this Indenture, shall acknowledge that it will shall receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 10.03 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Subsidiary Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s 's obligations under the Notes or this Indenture and such Subsidiary Guarantor’s 's obligations under this Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Subsidiary Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 12.05 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company Issuer or any other Restricted Subsidiary that arise from the existence, payment, performance or enforcement of the CompanyIssuer’s obligations under the Notes or this Indenture and such Guarantor’s obligations under this its Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders Holders, any Agent and the Trustee against the CompanyIssuer or any other Restricted Subsidiary, 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 CompanyIssuer or any other Restricted Subsidiary, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee Trustee, any Agent or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Holders, such Agent, and the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders Holders, such Agent and the Trustee to be credited and applied to the obligations in favor of the Trustee or the Holders, as such Agent and the case may beTrustee, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 11.03 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company Issuers that arise from the existence, payment, performance or enforcement of the Company’s Issuers' obligations under the Notes or this Indenture and such Guarantor’s 's obligations under this its Guarantee hereunder and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders holders against the CompanyIssuers, 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 CompanyIssuers, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes Noteholders under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders Noteholders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders Noteholders to be credited and applied to the obligations in favor of the Trustee or the HoldersNoteholders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 10.06 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes Securities are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company Issuer that arise from the existence, payment, performance or enforcement of the CompanyIssuer’s obligations under the Notes Securities or this Indenture and such Guarantor’s obligations under this the Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the CompanyIssuer, 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 CompanyIssuer, directly or indirectly, in cash or other property assets or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the NotesSecurities, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 11.06 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company Casella that arise from the existence, payment, performance or enforcement of the Company’s Xxxxxxx'x obligations under the Notes or this Indenture and such Guarantor’s 's obligations under this Subsidiary Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the CompanyCasella, 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 CompanyCasella, directly or indirectly, in cash or other property assets or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 11.06 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Supplemental Indenture is discharged and all of the Notes are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s 's obligations under the Notes or this Supplemental Indenture and such Guarantor’s 's obligations under this Guarantee and this Supplemental Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Supplemental Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Supplemental Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Supplemental Indenture and that the waiver set forth in this Section 11.05 8.05 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s 's obligations under the Notes or this Indenture and such Guarantor’s 's obligations under this Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and and/or indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 10.05 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company or any other Restricted Subsidiary that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes or this Supplemental Indenture and such Guarantor’s obligations under this its Guarantee and this Supplemental Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders Holders, any Agent and the Trustee against the CompanyCompany or any other Restricted Subsidiary, 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 CompanyCompany or any other Restricted Subsidiary, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee Trustee, any Agent or the Holders of Notes under the Notes, this Supplemental Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Holders, such Agent, and the Trustee or and shall, subject to the Holders and shall provisions of the last paragraph of Section 11.01, forthwith be paid to the Trustee for the benefit of itself or such Holders Holders, such Agent and the Trustee to be credited and applied to the obligations in favor of the Trustee or the Holders, as such Agent and the case may beTrustee, whether matured or unmatured, in accordance with the terms of this Supplemental Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Supplemental Indenture and that the waiver set forth in this Section 11.05 11.03 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes Subsidiary Guarantee Obligations are discharged and paid in full, full each Subsidiary Guarantor hereby irrevocably waives and agrees not to exercise any claim claims or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s such Subsidiary Guarantor's obligations under the Notes or this Indenture and such Guarantor’s obligations under this Subsidiary Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders any Holder of Securities against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Subsidiary Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, Securities shall not have been paid in full, such amount shall have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or Holders of the Holders Securities, and shall shall, forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to upon the obligations in favor of the Trustee or the Holders, as the case may beSecurities, whether matured or unmatured, in accordance with the terms of this Indenture. Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 10.06 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes Securities containing Guarantees are discharged and paid in full, each Guarantor the Guarantors hereby irrevocably waives waive and agrees agree not to exercise any claim or other rights which it they may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes such Securities or this Indenture and such Guarantor’s the Guarantors’ obligations under this Guarantee the Guarantees and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any a Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notessuch Securities, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the such Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the such Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 13.05 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s 's obligations under the Notes or this Indenture and such Guarantor’s 's obligations under this Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or Holders of the Holders Notes, and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may beNotes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 12.06 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Subsidiary Guarantor hereby shall irrevocably waives waive and agrees agree not to exercise any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations Obligations of the Company under the Notes or this Indenture and such Subsidiary Guarantor’s obligations 's Obligations under this Guarantee its Subsidiary Guarantee, Subsidiary Security Agreement and this Indenture, in any such instance instance, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, Company directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Subsidiary Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited against and applied to the obligations in favor Obligations of the Trustee or the Holders, as the case may beCompany, whether matured or unmatured, in accordance with the terms of this Indenture. Each Subsidiary Guarantor hereby acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company Borrower or any other Obligor that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes or this Indenture and such Guarantor’s 's obligations under this Guarantee and this IndentureGuaranty or any other Loan Document, in any such instance including, without limitation, including any right of subrogation, reimbursement, contribution, exoneration, contribution, or indemnification, and any right to participate in any claim or remedy of the Holders Lender Parties against Borrower or any other Obligor or any collateral which the CompanyCollateral Agent now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, including the right to take or receive from the CompanyBorrower or any other Obligor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, Obligations shall not have been paid in fullcash in full and the Commitments have not been terminated, such amount shall have been be deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit offor, the Trustee or the Holders Lender Parties, and shall forthwith be paid to the Trustee for the benefit of itself or such Holders Lender Parties to be credited and applied to upon the obligations in favor of the Trustee or the Holders, as the case may beObligations, whether matured or unmatured, in accordance with the terms of this Indenture; otherwise it shall be returned to remitter. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture the Credit Agreements and that the waiver set forth in this Section 11.05 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Subsidiary Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s 's obligations under the Notes or this Indenture and such Subsidiary Guarantor’s 's obligations under this Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Subsidiary Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged The Agency and Contractor waive all rights against (1) each other and any of their subcontractors, sub-subcontractors, agents and employees, each of the Notes are discharged other, for damages caused by fire or other causes of loss to the extent the property insurance provided by the Contractor pursuant to this Section 5.2 covers and paid in fullpays for the damage, except such rights as they have to proceeds of such insurance held by the Contractor. The Agency or Contractor, as appropriate, shall require of the subcontractors, sub-subcontractors, agents and employees, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes other, by appropriate written agreements, similar waivers each in favor of other parties enumerated herein. The policies shall provide such waivers of subrogation by endorsement or this Indenture and such Guarantor’s obligations under this Guarantee and this Indenture, in any such instance including, without limitation, any right otherwise. A waiver of subrogation, reimbursement, exoneration, contribution, subrogation shall be effective as to a person or entity even though that person or entity would otherwise have a duty of indemnification, and any right to participate in any claim contractual or remedy of otherwise, did not pay the Holders against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, insurance premium directly or indirectly, and whether or not the person or entity had an insurable interest in cash or other the property or by set-off or in any other mannerdamaged. Performance and Payment Bonds: If this box is checked, payment or security on account of such claim or other rightsprior to beginning work, the Contractor shall deliver to the Agency a Performance Bond and a Labor & Material Payment Bond. If any amount Each bond shall be paid to any Guarantor in violation the amount of 100% of the preceding sentence Contract Sum. The Contractor’s Performance Bond shall be in the form of the SE-355, Performance Bond, and any amounts owing the Labor & Material Payment Bond shall be in the form of the SE-357, Labor & Material Payment Bond. The surety company providing the Bonds shall have, at a minimum, a “Best Rating” of “A” as stated in the most current publication of “Best’s Key Rating Guide, Property - Casualty.” Contractor’s failure to provide bonds as herein required shall be an event of default justifying the Agency, in its sole discretion, in terminating this Contract for cause. CONTRACT ADMINISTRATION Changes in the Work: Any changes in the work must be approved by the Agency and executed by a modification to the Trustee Agency purchase requisition form. The modification must be signed by the Contractor and Agency. At the Agency’s request, the Contractor shall prepare a proposal to perform the work of a proposed modification setting forth the amount of the proposed adjustment, if any, in the Contract Sum; and the extent of the proposed adjustment, if any, in the Contract Time. The Agency’s request shall include any revisions to the Drawings or Specifications necessary to define the Holders changes in the Work. Within fifteen days of Notes under receiving the Notesrequest, this Indenturethe Contractor shall submit the proposal to the Agency and Architect along with all substantiating documentation. In the absence of a total agreement concerning the item(s) for a contract modification, or a Construction Change Directive shall be used. Agreed Overhead and Profit Rates: For any other document or instrument delivered under or adjustment to the Contract Sum for which overhead and profit may be recovered, the combined overhead and profit included in connection with such agreements or instrumentsthe total cost to the Owner for a change in the Work shall be based on the following schedule: For the Contractor, for Work performed by the Contractor’s own forces, not to exceed seventeen (17%) percent of the Contractor’s actual costs. For the Contractor, for Work performed by the Contractor’s Subcontractors, not to exceed ten (10%) percent of each Subcontractor’s actual costs (not including the Subcontractor’s overhead and profit.) For each Subcontractor involved, for Work performed by that Subcontractor’s own forces, not to exceed seventeen (17%) percent of the Subcontractor’s actual costs. The percentages cited above shall be considered to include all indirect costs including, but not have been paid in fulllimited to, such amount shall have been deemed to have been paid to such Guarantor for the benefit offield and office managers, supervisors and assistants, incidental job burdens, small tools, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 is knowingly made in contemplation of such benefitsgeneral overhead allocations.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company Casella that arise from the existence, payment, performance or enforcement of the Company’s Xxxxxxx’x obligations under the Notes or this Indenture and such Guarantor’s obligations under this Subsidiary Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the CompanyCasella, 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 CompanyCasella, directly or indirectly, in cash or other property assets or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 11.06 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and the payment in full of all of the Notes are discharged and paid in fullGuaranteed Obligations, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes Note or this Indenture the Financing Agreement and such Guarantor’s obligations under this Guarantee and this IndentureGuaranty, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders Authority or the Trustee against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property assets or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, Guaranteed Obligations shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee Authority or the Holders Trustee, as applicable, and shall forthwith be paid to the Trustee for Authority or the benefit of itself or such Holders Trustee, as applicable, to be credited and applied to the obligations in favor of the Trustee Authority or the HoldersTrustee, as the case may beapplicable, whether matured or unmatured, in accordance with the terms of this IndentureGuaranty. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture Guaranty and that the waiver set forth in this Section 11.05 8 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes Guarantee Obligations are discharged and paid in full, each Subsidiary Guarantor hereby irrevocably waives and agrees not to exercise any claim claims or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes or this Indenture and such Subsidiary Guarantor’s obligations under this its Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders any Holder of Securities against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Subsidiary Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, Securities shall not have been paid in full, such amount shall have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or Holders of the Holders Securities, and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to upon the obligations in favor of the Trustee or the Holders, as the case may beSecurities, whether matured or unmatured, in accordance with the terms of this Indenture. Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes Obligations are discharged and paid in full, each Guarantor hereby irrevocably waives all Commitments have terminated and agrees all Lender Hedging Agreements have terminated, the Guarantors shall not to enforce or exercise any claim or other rights which it they may now or hereafter acquire against the Company Borrower or any other Obligor that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes or this Indenture and such any Guarantor’s obligations under this Guarantee and this IndentureGuaranty or any other Loan Document, in any such instance including, without limitation, including any right of subrogation, reimbursement, exoneration, contribution, or indemnification, and any right to participate in any claim or remedy of the Holders Lenders against the CompanyBorrower or any other Obligor or any collateral which the Administrative Agent now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, including the right to take or receive from the CompanyBorrower or any other Obligor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in fullsentence, such amount shall have been be deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit offor, the Trustee or the Holders Lenders, and shall forthwith be paid to the Trustee for Lenders by the benefit of itself or Guarantor receiving such Holders payment to be credited and applied to upon the obligations in favor of the Trustee or the Holders, as the case may beObligations, whether matured or unmatured, in accordance with the terms of this Indenture. Each of Basin, Appalachia and West Shore acknowledges that it did receive direct and indirect benefits from the Original Credit Agreement, each of Blackhawk, Pinnacle, Utility, PNG Utility, Texas GP and Texas Limited acknowledge that it did receive direct and indirect benefits from the Original Amended Credit Agreement, each of Power Tex, Western Oklahoma, Michigan and New Mexico acknowledge that it did receive direct and indirect benefits from the First Amended and Restated Credit Agreement, and each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture the Second Amended and Restated Credit Agreement and that the waiver set forth in this Section 11.05 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s 's obligations under the Notes or this Indenture and such Guarantor’s 's obligations under this Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in the trust for the benefit of, the Trustee or Holders of the Holders Notes, and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may beNotes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 12.05 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes or this Indenture and such Guarantor’s obligations under this its Guarantee and this the Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders any Holder of Notes against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rightsrights in relation to the Trustee until all monetary obligations of the Company under the Indenture (with respect to the Notes) and the Notes, whether for principal of or interest on the Notes, are paid in full. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders Holders, and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to upon the obligations in favor of the Trustee or the Holders, as the case may beNotes, whether matured or unmatured, in accordance with the terms of this the Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 7.05 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all Pledgor shall not assert, enforce, or otherwise exercise (a) any right of subrogation to any of the Notes are discharged rights or Liens of Administrative Agent or any Secured Party or any other Person against Pledgor, any of Pledgor's Subsidiaries or any other Person on all or any part of the Obligations or any collateral or other security, or (b) any right of recourse, reimbursement, contribution, indemnification, or similar right against Pledgor, any of Pledgor's Subsidiaries or any other Person on all or any part of the Obligations or any collateral or any security, and paid in full, each Guarantor Pledgor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement and all of the Company’s obligations under the Notes or this Indenture and such Guarantor’s obligations under this Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnificationforegoing rights, and any right to participate in in, any claim collateral or remedy other security given to Administrative Agent or any Secured Party or any other Person to secure payment of the Holders against the CompanyObligations, however any such rights arise, whether hereunder or not such claim, remedy any other Loan Paper or right arises by operation of Law until the Obligations shall have been paid indefeasibly in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, full in cash or other property or and no commitments of any Lender remain outstanding; and thereafter Pledgor will be subrogated to the position of the Lenders to the extent of the payments made by set-off or in any other manner, payment or security on account of such claim or other rightsPledgor. If any amount shall be paid to any Guarantor Pledgor in violation of the immediately preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, Obligations shall not have been paid indefeasibly in fullfull in cash or any commitment of any Lender shall remain outstanding, such amount shall have been be deemed to have been paid to such Guarantor Pledgor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders Lenders, and shall forthwith be paid to the Trustee for the benefit of itself or such Holders Administrative Agent to be credited and applied to upon the obligations in favor of the Trustee or the Holders, as the case may beObligations, whether matured or unmatured, in accordance with the terms of this Indenturethe Credit Agreement. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in The provisions of this Section 11.05 is knowingly made in contemplation 5.20 shall survive the termination of such benefitsthis Agreement, and any satisfaction and discharge of Pledgor and each other Person by virtue of any payment, court order, or Law.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company Borrower or any other Designated Entity that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes or this Indenture and such Guarantor’s 's obligations under this Guarantee and this IndentureGuaranty or any other Loan Document, in any such instance including, without limitation, including any right of subrogation, reimbursement, contribution, exoneration, contribution, or indemnification, and any right to participate in any claim or remedy of the Holders Lender Parties against Borrower or any other Designated Entity or any collateral which the CompanyCollateral Agent now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, including the right to take or receive from the CompanyBorrower or any other Designated Entity, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, Obligations shall not have been paid in fullcash in full and the Commitments have not been terminated, such amount shall have been be deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit offor, the Trustee or the Holders Lender Parties, and shall forthwith be paid to the Trustee for the benefit of itself or such Holders Lender Parties to be credited and applied to upon the obligations in favor of the Trustee or the Holders, as the case may beObligations, whether matured or unmatured, in accordance with the terms of this Indenture; otherwise it shall be returned to remitter. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture the Credit Agreements and that the waiver set forth in this Section 11.05 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Guarantor and the Subordinated Guarantor hereby irrevocably waives and agrees to the fullest extent permitted by law not to exercise any claim or other rights which it may now or hereafter acquire against the Company Issuer that arise from the existence, payment, performance or enforcement of the Company’s Issuer's obligations under the Notes or this Indenture and such Guarantor’s 's or the Subordinated Guarantor's obligations under this the Guarantees, the Subordinated Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the CompanyIssuer, 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 CompanyIssuer, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor or the Subordinated Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor or the Subordinated Guarantor, as the case may be, for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor and the Subordinated Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 11.06 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each (a) Each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s such Guarantor's obligations under the Notes or this Indenture and such Guarantor’s obligations under this its Guarantee and this the Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders any Holder of Senior Notes against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rightsrights in relation to the Trustee until all monetary obligations of the Company under the Indenture (with respect to the Senior Notes) and the Senior Notes, whether for principal of or interest on the Senior Notes, are paid in full. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Senior Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or Holders of the Holders Senior Notes, and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to upon the obligations in favor of the Trustee or the Holders, as the case may beSenior Notes, whether matured or unmatured, in accordance with the terms of this the Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company Issuers or any other Guarantor that arise from the existence, payment, performance or enforcement of the CompanyIssuers’ obligations or any other Guarantor’s obligations obligations, in each case under the Notes or Notes, this Indenture or the Security Documents and such Guarantor’s obligations under this Guarantee and Note Guarantee, this IndentureIndenture or the Security Documents, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the CompanyIssuers or any other Guarantor, 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 CompanyIssuers, directly or indirectly, in cash or other property assets or by set-off setoff or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or Trustee, the Holders of Notes or the Note Collateral Agent under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee Trustee, the Holders or the Holders Note Collateral Agent and shall forthwith be paid to the Trustee for the benefit of itself or itself, such Holders or the Note Collateral Agent to be credited and applied to the obligations Obligations in favor of the Trustee Trustee, the Holders or the HoldersNote Collateral Agent, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 is knowingly made in contemplation of such benefits.. 144

Waiver of Subrogation. Until Notwithstanding anything to the contrary contained in this Indenture is discharged Lease, TENANT agrees that it will, at its sole cost and expense, include in its property insurance policies appropriate clauses pursuant to which the insurance companies (a) waive all of the Notes are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes or this Indenture and such Guarantor’s obligations under this Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnificationsubrogation against LANDLORD, and any TENANT of space in the Building, with respect to losses payable under such policies, and (b) agree that such policies shall not be invalidated should the insured waive in writing prior to a loss any or all right of recovery against any party for losses covered by such policies. TENANT shall furnish LANDLORD evidence satisfactory to participate LANDLORD evidencing the inclusion of said clauses in TENANT’s property insurance policies. Provided that LANDLORD’s right of full recovery under its property insurance policies is not adversely affected or prejudiced thereby, LANDLORD hereby waives any claim and all right of recovery which it might otherwise have against TENANT, its servants, agents and employees, for loss or remedy of damage occurring to the Holders against Building and fixtures, appurtenances and equipment therein to the Companyextent the same is covered by LANDLORD’s insurance, whether notwithstanding that such loss 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 damage may result from the Companynegligence or fault of TENANT, directly its servants, employees or indirectlyagents. TENANT hereby waives any and all claims, rights of recovery, actions and causes of action which it might otherwise have against LANDLORD, its agents, servants and employees, and against every other tenant in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount Building which shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, executed a similar waiver as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 is knowingly made in contemplation Section, for damage to the Premises, any Tenant Improvement Work or any Alterations, or for loss or damage to TENANT’s furniture, furnishings, fixtures and other property, by reason of any cause required to be insured against under this Lease, regardless of cause or origin, including the negligence or fault of LANDLORD, its servants, agents or employees, or such benefitsother tenant or the servants, agents or employees thereof.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes Securities are discharged and paid in full, each Guarantor hereby irrevocably waives waives, and agrees not to exercise exercise, any claim or other rights which it may now then have or hereafter thereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes Securities or this Indenture and such Guarantor’s obligations under this its Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes Securities under the NotesSecurities, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges Guarantor, by its execution of a Guarantee, will acknowledge that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes Securities are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s 's obligations under the Notes Securities or this Indenture and such Guarantor’s 's obligations under this its Guarantee and this Indenture, in any such instance instance, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes Securities under the NotesSecurities, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company Issuer that arise from the existence, payment, performance or enforcement of the Company’s such Guarantor's obligations under the Notes or this Indenture and such Guarantor’s obligations under this Guarantee Guarantees and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders any Holder of Securities against the CompanyIssuer, 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 CompanyIssuer, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rightsrights until payment in full of the Securities. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, Securities shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or Holders of the Holders Securities, and shall shall, subject to the provisions of Article Twelve, forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to upon the obligations in favor of the Trustee or the Holders, as the case may beSecurities, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and or indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 11.07 is knowingly made in contemplation of such benefits.. ARTICLE TWELVE

Waiver of Subrogation. Until To the extent that the Parent Guarantor shall have made any payments under this Indenture is discharged and all of Agreement, until the Notes are discharged and Supported Debt has been paid in full, each the Parent Guarantor hereby irrevocably waives (a) any and agrees not to exercise any claim or other all rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes or this Indenture and such Guarantor’s obligations under this Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnificationor indemnification that the Parent Guarantor may now or hereafter have against the Issuer Parties or any other Person (including, without limitation, any co-borrower, co-obligor, guarantor, grantor or pledgor of collateral, general partner or other partner) with respect to any of the Supported Debt, and (b) any right and all rights to participate in any claim or remedy of the Trustee or the Holders or any trustee on behalf of any such Person against the CompanyIssuer Parties or any other Person (including, without limitation, any co-borrower, co-obligor, guarantor, grantor or pledgor of collateral, general partner or other partner) whether or not such claim, remedy or right arises in equity, equity or under contract, statute or common law, including, without limitation, the right to take or receive from any of the CompanyIssuer Parties or any such other Person, 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 claim, remedy or right. Notwithstanding anything to the contrary contained herein, nothing herein shall prevent the Issuer Parties from making payments (including, without limitation, Restricted Payments) or other rightstransfers to the Parent Guarantor to the extent permitted under the Senior Notes Indenture. If any amount shall be is paid to any the Parent Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notesforegoing limitation, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, then such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and be held in trust for the benefit of, of the Trustee or and the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied pursuant to the obligations in favor terms of the Trustee or Indenture to reduce the Holders, as amount of the case may beapplicable Supported Debt, whether matured or unmatured. This provision will inure to the benefit of and will be enforceable by the Trustee, the Holders, each of the Issuer Parties and any other Persons liable on the Supported Debt, and their successors and assigns, including any trustee in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 is knowingly made in contemplation of such benefitsbankruptcy or debtor-in-possession.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company Issuers that arise from the existence, payment, performance or enforcement of the Company’s Issuers’ obligations under the Notes or this Indenture and such Guarantor’s obligations under this Note Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the CompanyIssuers, 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 CompanyIssuers, directly or indirectly, in cash or other property assets or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 11.06 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until all amounts then due and payable by the Company under this Indenture is discharged and all of or the Notes are discharged and have been paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes or this Indenture and such Guarantor’s obligations under this Note Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders holders against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property assets or by set-set off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders holders of Notes under the Notes, Notes or this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders holders to be credited and applied to the obligations in favor of the Trustee or the Holdersholders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 11.06 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company Issuer that arise from the existence, payment, performance or enforcement of the CompanyIssuer’s obligations under the Notes or this Indenture and such Guarantor’s obligations under this its Guarantee and this Indenture, in any such instance including, without limitation, including any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the CompanyIssuer, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, including the right to take or receive from the CompanyIssuer, directly or indirectly, in cash or other property assets or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 10.04 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Each Guarantor hereby irrevocably waives to the extent permitted by applicable Law and agrees until such time as the Guaranteed Obligations under the Loan Documents (other than unasserted contingent indemnification obligations) have been paid in full in cash (or, in the case of Letter of Credit Outstandings not then due and owing, have been cash collateralized or back-stopped by another letter of credit, in each case in an amount equal to exercise 103% of such Letter of Credit Outstandings, on terms, pursuant to documentation and, in the case of the back-stop letter of credit, from a financial institution, all in form and substance reasonably satisfactory to the Administrative Agent and each applicable L/C Issuer) and all Commitments shall have been irrevocably terminated, any claim or other rights which it may now or hereafter acquire against Holdings, the Company Borrowers or any other Loan Party that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes or this Indenture and such Guarantor’s obligations under this Guarantee and this IndentureGuaranty or any other Loan Document, in any such instance including, without limitation, including any right of subrogation, reimbursement, exoneration, contribution, exoneration or indemnification, and any right to participate in any claim or remedy of any Lender Party against Holdings, the Holders against the CompanyBorrowers or any other Loan Party or any collateral which any Lender Party now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statute contract or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rightsLaw. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in fullsentence, such amount shall have been be deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit offor, the Trustee or the Holders Lender Parties, and shall forthwith be paid to the Trustee for Administrative Agent on behalf of the benefit of itself or such Holders Lender Parties to be credited and applied to against the obligations in favor of the Trustee or the Holders, as the case may beObligations, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture the Credit Agreement and that the waiver set forth in this Section 11.05 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Guarantor hereby irrevocably waives (to the extent it may lawfully do so) and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company Issuer that arise from the existence, payment, performance or enforcement of the CompanyIssuer’s obligations under the Notes or this Indenture and such Guarantor’s obligations under this Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the CompanyIssuer, 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 CompanyIssuer, directly or indirectly, in cash or other property assets or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee Trustee, the Security Agent or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee Trustee, the Security Agent or the Holders and shall forthwith be paid to the Trustee for the benefit of itself itself, the Security Agent or such Holders to be credited and applied to the obligations in favor of the Trustee Trustee, the Security Agent or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will shall receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 10.05 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes Securities are discharged and paid in full, each Guarantor Guarantor, shall hereby irrevocably waives waive and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company Issuers that arise from the existence, payment, performance or enforcement of the CompanyIssuer’s obligations under the Notes Securities or this Indenture and such Guarantor’s obligations under this its Guarantee and this Indenture, in any such instance instance, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the CompanyIssuers, 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 CompanyIssuers, directly or indirectly, in cash or other property or by set-off setoff or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes Securities under the NotesSecurities, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 10.05 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s 's obligations under the Notes or this Indenture and such Guarantor’s 's obligations under this Note Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this IndentureIn- denture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or Holders of the Holders Notes, and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may beNotes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 12.05 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until all Obligations under each of the Subsidiary Guarantees, the Securities and this Indenture is discharged and all of the Notes are discharged and paid in full, each Guarantor of the Subsidiary Guarantors hereby irrevocably waives and agrees not to exercise any claim claims or other rights which that it may now or hereafter acquire against the Company Issuers that arise from the existence, payment, performance or enforcement of the Company’s its obligations under the Notes or this Indenture and such Guarantor’s obligations under this its Subsidiary Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, indemnification and any right to participate in any claim or remedy of the Holders any Holder of Securities against the CompanyIssuers, 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 CompanyIssuers, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor of the Subsidiary Guarantors in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, Securities shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor Person for the benefit of, and held in trust for the benefit of, the Trustee or Holders of the Holders Securities, and shall shall, forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to upon the obligations in favor of the Trustee or the Holders, as the case may beSecurities, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor of the Subsidiary Guarantors acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 10.06 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged The Agency and Contractor waive all rights against (1) each other and any of their subcontractors, sub-subcontractors, agents and employees, each of the Notes are discharged other, for damages caused by fire or other causes of loss to the extent the property insurance provided by the Contractor pursuant to this Section 5.2 covers and paid in fullpays for the damage, except such rights as they have to proceeds of such insurance held by the Contractor. The Agency or Contractor, as appropriate, shall require of the subcontractors, sub-subcontractors, agents and employees, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes other, by appropriate written agreements, similar waivers each in favor of other parties enumerated herein. The policies shall provide such waivers of subrogation by endorsement or this Indenture and such Guarantor’s obligations under this Guarantee and this Indenture, in any such instance including, without limitation, any right otherwise. A waiver of subrogation, reimbursement, exoneration, contribution, subrogation shall be effective as to a person or entity even though that person or entity would otherwise have a duty of indemnification, and any right to participate in any claim contractual or remedy of otherwise, did not pay the Holders against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, insurance premium directly or indirectly, and whether or not the person or entity had an insurable interest in cash or other the property or by set-off or in any other mannerdamaged. Performance and Payment Bonds: If this box is checked, payment or security on account of such claim or other rightsprior to beginning work, the Contractor shall deliver to the Agency a Performance Bond and a Labor & Material Payment Bond. If any amount Each bond shall be paid to any Guarantor in violation the amount of 100% of the preceding sentence Contract Sum. The Contractor’s Performance Bond shall be in the form of the SE-355, Performance Bond, and any amounts owing the Labor & Material Payment Bond shall be in the form of the SE-357, Labor & Material Payment Bond. The surety company providing the Bonds shall have, at a minimum, a “Best Rating” of “A” as stated in the most current publication of “Best’s Key Rating Guide, Property - Casualty.” Contractor’s failure to provide bonds as herein required shall be an event of default justifying the Agency, in its sole discretion, in terminating this Contract for cause. CONTRACT ADMINISTRATION Changes in the Work: Any changes in the work must be approved by the Agency and executed by a modification to the Trustee Agency purchase requisition form. The modification must be signed by the Contractor and Agency. At the Agency’s request, the Contractor shall prepare a proposal to perform the work of a proposed modification setting forth the amount of the proposed adjustment, if any, in the Contract Sum; and the extent of the proposed adjustment, if any, in the Contract Time. The Agency’s request shall include any revisions to the Drawings or Specifications necessary to define the Holders changes in the Work. Within fifteen days of Notes under receiving the Notesrequest, this Indenturethe Contractor shall submit the proposal to the Agency and Architect along with all substantiating documentation. In the absence of a total agreement concerning the item(s) for a contract modification, or a Construction Change Directive shall be used. Agreed Overhead and Profit Rates: For any other document or instrument delivered under or adjustment to the Contract Sum for which overhead and profit may be recovered, the Contractor agrees to charge and accept, as full payment for overhead and profit, the following percentages of costs attributable to the change in connection with such agreements or instrumentsthe Work. The percentages cited below shall be considered to include all indirect costs including, shall but not have been paid in fulllimited to: field and office managers, such amount shall have been deemed to have been paid to such Guarantor for the benefit ofsupervisors and assistants, incidental job burdens, small tools, and held in trust general overhead allocations. The allowable percentages for overhead and profit are as follows: To the benefit ofContractor for work performed by the Contractor’s own forces, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor 17% of the Trustee or Contractor’s actual costs. To each Subcontractor for work performed by the HoldersSubcontractor’s own forces, as 17% of the case may besubcontractor’s actual costs. To the Contractor for work performed by a subcontractor, whether matured or unmatured, in accordance with 10% of the terms of this Indenture. Each Guarantor acknowledges that it will receive direct subcontractor’s actual costs (not including the subcontractor’s overhead and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 is knowingly made in contemplation of such benefitsprofit).

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company or any of its Subsidiaries that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes or this Indenture and such Subsidiary Guarantor’s 's obligations under this Subsidiary Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders any Holder of Securities against the CompanyCompany or any of its Subsidiaries, 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 CompanyCompany or any of its Subsidiaries, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Subsidiary Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, Securities shall not have been paid in full, such amount shall have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or Holders of the Holders Securities, and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to upon the obligations in favor of the Trustee or the Holders, as the case may beSecurities, whether matured or unmatured, in accordance with the terms of this Indenture. Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 11.5 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s 's obligations under the Notes or this Indenture and such Guarantor’s 's obligations under this Note Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or Holders of the Holders Notes, and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may beNotes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated contem- plated by this Indenture and that the waiver set forth in this Section 11.05 12.05 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s 's obligations under the Notes or this Indenture and such Guarantor’s 's obligations under this Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 12.05 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until all Guaranteed obligations under this Indenture is discharged and with respect to all Securities of the Notes an applicable Series are discharged and paid in full, each the Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s Guarantor's obligations under the Notes or this Indenture and such Guarantor’s obligations under this Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of any Holder of Securities of the Holders applicable Series against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any the Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or Securities of the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, applicable Series shall not have been paid in full, such amount shall have been deemed to have been paid to such the Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or Holders of the Holders Securities of the applicable Series, and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to upon the obligations in favor Securities of the Trustee or the Holders, as the case may beapplicable Series, whether matured or unmatured, in accordance with the terms of this Indenture. Each The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 9.04 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until all amounts then due and payable and/or deliverable by the Company under this Indenture is discharged and all of or the Notes are discharged and have been paid and/or delivered in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes or this Indenture and such Guarantor’s obligations under this Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash cash, Common Stock or other property assets or by set-set off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid or delivered to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, Notes or this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid or delivered in full, such amount shall have been deemed to have been paid or delivered to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid or delivered to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 13.06 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company Issuer that arise from the existence, payment, performance or enforcement of the CompanyIssuer’s obligations under the Notes or this Indenture and such Guarantor’s obligations under this the Guarantee and this Indenture, in any such instance including, without limitation, including any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the CompanyIssuer, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, including the right to take or receive from the CompanyIssuer, directly or indirectly, in cash or other property assets or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 11.06 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Guarantor Each Grantor hereby irrevocably waives to the extent permitted by applicable Law and agrees until all the Secured Obligations under the Loan Documents (other than unasserted contingent indemnification obligations) have been paid in full in cash (or, in the case of Letter of Credit Outstandings not then due and owing, have been cash collateralized or back-stopped by another letter of credit, in each case in an amount equal to exercise 103% of such Letter of Credit Outstandings, on terms, pursuant to documentation and, in the case of the back-stop letter of credit, from a financial institution, all in form and substance reasonably satisfactory to the Administrative Agent and each applicable L/C Issuer) and all Commitments shall have irrevocably terminated, any claim or other rights which it may now or hereafter acquire against Holdings, the Company Borrowers or any other Loan Party that arise arises from the existence, payment, performance or enforcement of the Company’s obligations under the Notes or this Indenture and such GuarantorGrantor’s obligations under this Guarantee and this IndentureAgreement or any other Loan Document, in any such instance including, without limitation, including any right of subrogation, reimbursement, exoneration, contribution, exoneration or indemnification, and any right to participate in any claim or remedy of any Lender Party against Holdings, the Holders against the CompanyBorrowers or any other Loan Party or any collateral which any Lender Party now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, equity or under contract, statute contract or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rightsLaw. If any amount shall be paid to any Guarantor Grantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in fullsentence, such amount shall have been be deemed to have been paid to such Guarantor Grantor for the benefit of, and held in trust for the benefit offor, the Trustee or the Holders Lender Parties, and shall forthwith be paid to the Trustee for the benefit of itself or such Holders Administrative Agent to be credited and applied to against the obligations in favor of the Trustee or the Holders, as the case may beSecured Obligations, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor Grantor acknowledges that it will receive direct and indirect benefits from for the financing arrangements contemplated by this Indenture the Credit Agreement and that the waiver set forth in this Section 11.05 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company Issuer that arise from the existence, payment, performance or enforcement of the CompanyIssuer’s obligations under the Notes or this Indenture and such Guarantor’s obligations under this its Note Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the CompanyIssuer, 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 CompanyIssuer, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 13.5 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Guarantor Each Grantor hereby irrevocably waives to the extent permitted by applicable Law and agrees until all the Secured Obligations under the Loan Documents (other than unasserted contingent indemnification obligations) have been paid in full in cash (or, in the case of Letter of Credit Outstandings not then due and owing, have been cash collateralized or back-stopped by another letter of credit, in each case in an amount equal to exercise 103% of such Letter of Credit Outstandings, on terms, pursuant to documentation and, in the case of the back-stop letter of credit, from a financial institution, all in form and substance reasonably satisfactory to the Administrative Agent and each applicable L/C Issuer) and all the Commitments have been irrevocably terminated, any claim or other rights which it such Grantor may now or hereafter acquire against Holdings, the Company Borrowers or any other Loan Party that arise arises from the existence, payment, performance or enforcement of the Company’s obligations under the Notes or this Indenture and such GuarantorGrantor’s obligations under this Guarantee and this IndentureAgreement or any other Loan Document, in any such instance including, without limitation, including any right of subrogation, reimbursement, exoneration, contribution, exoneration or indemnification, and any right to participate in any claim or remedy of any Lender Party against Holdings, the Holders against the CompanyBorrowers or any other Loan Party or any collateral which any Lender Party now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, equity or under contract, statute contract or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rightsLaw. If any amount shall be paid to any Guarantor Grantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in fullsentence, such amount shall have been be deemed to have been paid to such Guarantor Grantor for the benefit of, and held in trust for the benefit offor, the Trustee or the Holders Lender Parties, and shall forthwith be paid to the Trustee for the benefit of itself or such Holders Administrative Agent to be credited and applied to against the obligations in favor of the Trustee or the Holders, as the case may beSecured Obligations, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor Grantor acknowledges that it such Grantor will receive direct and indirect benefits from for the financing arrangements contemplated by this Indenture the Credit Agreement and that the waiver set forth in this Section 11.05 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company or any of its Subsidiaries that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes or this Indenture and such Subsidiary Guarantor’s 's obligations under this Subsidiary Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders any Holder of Securities against the CompanyCompany or any of its Subsidiaries, 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 CompanyCompany or any of its Subsidiaries, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Subsidiary Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, Securities shall not have been paid in full, such amount shall have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or Holders of the Holders Securities, and shall shall, subject to the subordination provisions of this Article and to Article XI, forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to upon the obligations in favor of the Trustee or the Holders, as the case may beSecurities, whether matured or unmatured, in accordance with the terms of this Indenture. Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 12.5 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes or this Indenture and such Guarantor’s obligations under this Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 10.5 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes Securities are discharged and paid in full, each Guarantor Guarantor, upon the execution and delivery of a Subsidiary Guarantee pursuant to Section 4.15 or 4.21, shall hereby irrevocably waives waive and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company Issuers that arise from the existence, payment, performance or enforcement of the Company’s Issuers' obligations under the Notes Securities or this Indenture and such Guarantor’s 's obligations under this its Subsidiary Guarantee and this Indenture, in any such instance instance, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the CompanyIssuers, 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 CompanyIssuers, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes Securities under the NotesSecurities, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 11.5 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Subsidiary Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes or this the Indenture and such Subsidiary Guarantor’s obligations under this Subsidiary Guarantee and this the Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders of the Notes against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property assets or by set-set off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Subsidiary Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of the Notes under the Notes, this Notes or the Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders of the Notes and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the such Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this the Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until all Obligations under each of the Subsidiary Guarantees, the Securities and this Indenture is discharged and all of the Notes are discharged and paid in full, each Guarantor of the Subsidiary Guarantors hereby irrevocably waives and agrees not to exercise any claim claims or other rights which that it may now or hereafter acquire against the Company Issuers that arise from the existence, payment, performance or enforcement of the Company’s its obligations under the Notes or this Indenture and such Guarantor’s obligations under this its Subsidiary Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, indemnification and any right to participate in any claim or remedy of the Holders any Holder of Securities against the CompanyIssuers, 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 CompanyIssuers, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor of the Guarantors in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, Securities shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor Person for the benefit of, and held in trust for the benefit of, the Trustee or Holders of the Holders Securities, and shall shall, forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to upon the obligations in favor of the Trustee or the Holders, as the case may beSecurities, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor of the Subsidiary Guarantors acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 10.06 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes Securities are discharged and paid in full, each Guarantor the Guarantors hereby irrevocably waives waive and agrees agree not to exercise any claim or other rights which it they may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes Securities or this Indenture and such Guarantor’s the Guarantors’ obligations under this Guarantee the Guarantees and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any a Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the NotesSecurities, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 13.05 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company Issuer that arise from the existence, payment, performance or enforcement of the CompanyIssuer’s obligations under the Notes or this Indenture and such Guarantor’s obligations under this the Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the CompanyIssuer, 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 CompanyIssuer, directly or indirectly, in cash or other property assets or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 11.06 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until all Obligations under each of the Guarantees, the Securities and this Indenture is discharged and all of the Notes are discharged and paid in full, each Guarantor of the Guarantors hereby irrevocably waives and agrees not to exercise any claim claims or other rights which that it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s its obligations under the Notes or this Indenture and such Guarantor’s obligations under this its Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, indemnification and any right to participate in any claim or remedy of the Holders any Holder of Securities against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor of the Guarantors in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, Securities shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor Person for the benefit of, and held in trust for the benefit of, the Trustee or Holders of the Holders Securities, and shall shall, forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to upon the obligations in favor of the Trustee or the Holders, as the case may beSecurities, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor of the Guarantors acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 10.06 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes Securities are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company Casella that arise from the existence, payment, performance or enforcement of the Company’s Xxxxxxx’x obligations under the Notes Securities or this Indenture and such Guarantor’s obligations under this Subsidiary Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the CompanyCasella, 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 CompanyCasella, directly or indirectly, in cash or other property assets or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes Securities under the NotesSecurities, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 11.06 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture Agreement is discharged and all of the Floating Rate Notes are discharged and paid in full, each Subsidiary Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now have at the time its Subsidiary Guarantee is made or hereafter may thereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s 's obligations under the Floating Rate Notes or this Indenture Agreement and such the Subsidiary Guarantor’s 's obligations under this its Subsidiary Guarantee and this IndentureAgreement, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders Guaranteed Parties against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any a Subsidiary Guarantor in violation of the preceding sentence and any amounts owing to the Trustee Administrative Agent or the Holders of Notes Lenders under the Floating Rate Notes, this IndentureAgreement, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders Guaranteed Parties and shall forthwith be paid to the Trustee Administrative Agent for the benefit of itself or such Holders Guarantee Parties to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may beGuaranteed Parties, whether matured or unmatured, in accordance with the terms of this IndentureAgreement. Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture Agreement and that the waiver set forth in this Section 11.05 is 7A.04 will be knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company Issuer or any other Guarantor that arise from the existence, payment, performance or enforcement of the CompanyIssuer’s obligations or any other Guarantor’s obligations, in each case under the Notes or this Indenture or the other Note Documents and such Guarantor’s obligations under this Note Guarantee and this IndentureIndenture or the other Note Documents, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders or other Noteholder Secured Parties against the CompanyIssuer or any other Guarantor, 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 CompanyIssuer or any other Guarantor, directly or indirectly, in cash or other property assets or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes or other Noteholder Secured Parties under the Notes, this Indenture, the other Note Documents or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders or the other Noteholder Secured Parties and shall forthwith be paid to the Trustee for the benefit of itself or such Holders or other Noteholder Secured Parties to be credited and applied to the obligations in favor of the Trustee or the HoldersHolders or other Noteholder Secured Parties, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 11.06 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until (a) Notwithstanding any other prevision of this Indenture is discharged Guaranty to the contrary, until the obligations of Tenant under the Lease are fully performed and all of the Notes are discharged and paid in fullpaid, each Guarantor hereby irrevocably waives and agrees not to exercise any claim claims or other rights which it Guarantor may now have or hereafter acquire against the Company that Tenant or any other guarantor of all or any of Tenant's Obligations, which claims or other rights arise from the existence, payment, existence or performance or enforcement of the Company’s obligations under the Notes or this Indenture and such Guarantor’s 's obligations under this Guarantee Guaranty or the Lease (all such claims and this Indenturerights are referred to as "GUARANTOR'S CONDITIONAL RIGHTS"), in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, or indemnification, and any right to participate in any claim or remedy of the Holders Landlord against the CompanyTenant or any collateral which Landlord now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, equity or under contract, statute or common law, includingby any payment made hereunder or otherwise, including without limitation, the right to take or receive from the CompanyTenant, directly or indirectly, in cash or other property or by set-off setoff or in any other manner, payment or security on account of such claim or other rights. If If, notwithstanding the foregoing provisions, any amount shall be paid to Guarantor on account of any Guarantor's Conditional Rights and either (i) such amount is paid to Guarantor in violation of the preceding sentence and at any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, time when Tenant's Obligations shall not have nox xxxx been paid or performed in full, or (ii) regardless of when such amount shall have been deemed to have been is paid to Guarantor, any payment made by Tenant to Landlord is at any time determined to be a Preferential Payment, then such amount paid to Guarantor for the benefit of, and shall be held in trust for the benefit of, the Trustee or the Holders of Landlord and shall forthwith be paid to the Trustee for the benefit of itself or such Holders Landlord to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may beupon Tenant's Obligations, whether matured xxxxred or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct such order as Landlord, in its sole and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 is knowingly made in contemplation of such benefitsabsolute discretion, shall determine.

Waiver of Subrogation. Until all amounts then due and payable and/or deliverable by the Company under this Indenture is discharged and all of or the Notes are discharged and Securities have been paid and/or delivered in full, each the Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes Securities or this Indenture and such the Guarantor’s obligations under this Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders holders of Securities against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property assets or by set-set off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid or Table of Contents delivered to any the Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders holders of Notes Securities under the Notes, Securities or this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid or delivered in full, such amount shall have been deemed to have been paid or delivered to such the Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders holders of Securities and shall forthwith be paid or delivered to the Trustee for the benefit of itself or such Holders holders of Securities to be credited and applied to the obligations in favor of the Trustee or the Holdersholders of Securities, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 16.04 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged To the fullest extent permitted by Applicable Law, no Member shall exercise, and all of the Notes are discharged and paid in full, each Guarantor Member hereby irrevocably waives waives, in each case until such time as the Obligations and agrees not to exercise the Obligations (under and as defined in the Term Credit Agreements) are fully and finally paid and discharged, expired or terminated, any claim claim, right or other rights which remedy that it may now have or may hereafter acquire against the Company that arise from the existence, payment, performance Borrower arising under or enforcement of the Company’s obligations under the Notes or in connection with this Indenture and such Guarantor’s obligations under this Guarantee and this Indenture, Agreement in any claim, right or remedy of any Secured Party against the Borrower or any other Person or any Collateral that any Secured Party may now have or may hereafter acquire until such instance includingtime as all Obligations shall have been fully and finally discharged, without limitationexpired or terminated (including any claim, any right or remedy of subrogation, contribution or reimbursement); provided, exonerationhowever, contribution, indemnification, that from and any right to participate in any claim or remedy of after the Holders against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitationConversion Date, the right waiver in this Section 2.05 shall only apply to take (i) the Avangrid Member until the Obligations (under and as defined in the Term Credit Agreement (Avangrid)) are fully and finally paid and discharged, expired or receive from terminated and (ii) the CompanyCI II Member and CI III Member until the Obligations (under and as defined in the Term Credit Agreement (CIP)) are fully and finally paid and discharged, directly expired or indirectlyterminated, in cash or other property or by set-off or each case irrespective of any Obligations (under and as defined in any other mannerthe Term Credit Agreements) that might remain outstanding under the Other Term Credit Agreement (as defined in the Term Credit Agreements). If, payment or security on account of such claim or other rights. If notwithstanding the preceding sentence, any amount shall be paid to any Guarantor in violation Member on account of such subrogation rights at any time when (i) any of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, Obligations shall not have been fully and finally paid in fulland discharged, such amount shall have been deemed to have been paid to be held by such Guarantor for the benefit of, and held Member in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee Collateral Agent (acting for the benefit of itself the Secured Parties), segregated from other funds of such Member and turned over to the Collateral Agent in the form received by such Member (duly endorsed by such Member to the Collateral Agent, if required or such Holders requested), to be credited and applied to against the obligations in favor of the Trustee or the Holders, as the case may beObligations, whether matured or unmatured, in accordance with the terms Financing Documents and (ii) (A) in the case of the Avangrid Member, any Obligations (under and as defined in the Term Credit Agreement (Avangrid)) shall not have been fully repaid or (B) in the case of the CI II and CI III Member, any Obligations (under and as defined in the Term Credit Agreement (CIP)) shall not have been fully repaid, such amount shall be held by such Member in trust for the applicable Administrative Agent (under and as defined in the Term Credit Agreements) to be applied in accordance with the relevant Term Credit Agreement. This Section 2.05 shall expressly survive termination of this Indenture. Each Guarantor acknowledges that it will receive direct Agreement until all Obligations and indirect benefits from the financing arrangements contemplated by this Indenture Obligations (under and that as defined in the waiver set forth in this Section 11.05 is knowingly made in contemplation of such benefitsTerm Credit Agreements) are fully and finally paid and discharged, expired or terminated.

Waiver of Subrogation. Until this Indenture NOTWITHSTANDING ANY PAYMENT OR PAYMENTS MADE BY GUARANTOR HEREUNDER, OR ANY SETOFF OR APPLICATION BY THE BANK OF THE SECURITY OR OF ANY CREDITS OR CLAIMS, GUARANTOR WILL NOT ASSERT OR EXERCISE ANY RIGHTS OF THE BANK OR GUARANTOR AGAINST THE BORROWER TO RECOVER THE AMOUNT OF ANY PAYMENT MADE BY GUARANTOR TO THE BANK HEREUNDER OR UNDER ANY OTHER GUARANTEE BY WAY OF SUBROGATION, REIMBURSEMENT, CONTRIBUTION, INDEMNITY, OR OTHERWISE ARISING BY CONTRACT OR OPERATION OF LAW, AND GUARANTOR SHALL HAVE NO RIGHT OF RECOURSE TO OR ANY CLAIM AGAINST ANY ASSETS OR PROPERTY OF THE BORROWER, UNLESS AND UNTIL THE OBLIGATIONS OF THE BORROWER HAVE BEEN SATISFIED IN FULL. If there is discharged and more than one Guarantor, each Guarantor agrees not to seek contribution from any other Guarantor until all of the Notes are discharged and Obligations shall have been paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes or this Indenture and such Guarantor’s obligations under this Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall nevertheless be paid to any a Guarantor in violation of the preceding sentence and any amounts owing to the Trustee by Borrower or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, another Guarantor such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and be held in trust for the benefit of, of the Trustee or the Holders Bank and shall forthwith be paid to the Trustee for the benefit of itself or such Holders Bank to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may beObligations, whether matured or unmatured, in accordance with the terms . The provisions of this Indenture. Each Guarantor acknowledges that it will receive direct Section 8 shall survive the terminaton of this Guaranty, and indirect benefits from any satisfaction and discharge of the financing arrangements contemplated Borrower by this Indenture and that the waiver set forth in this Section 11.05 is knowingly made in contemplation virtue of such benefitsany payment, court order or any federal or state law.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes Securities are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s 's obligations under the Notes Securities or this Indenture and such Guarantor’s 's obligations under this its Guarantee and this Indenture, in any such instance instance, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes Securities under the NotesSecurities, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the HoldersHold- ers, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes or this Indenture and such Guarantor’s obligations under this Note Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or Holders of the Holders Notes, and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may beNotes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 12.5 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it Guarantor may now or hereafter acquire against the Company Borrower that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes or this Indenture and such Guarantor’s obligations under this Guarantee and this IndentureGuaranty or any other Loan Document, in any such instance including, without limitation, including any right of subrogation, reimbursement, exoneration, contribution, or indemnification, and any right to participate in any claim or remedy of the Holders Lender against the CompanyBorrower or any Collateral, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, including the right to take or receive from the CompanyBorrower, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rightsrights (but only after the occurrence of an uncured event of default, by Borrower under the Loan Documents), until such time as the indebtedness of Borrower to Lender under the Loan Documents has been paid in full. It is agreed and understood between the parties hereto that the waiver provided in the first sentence of this Section 3.7 is a waiver in favor of Lender only and that there shall be no third-party beneficiaries to any such waiver. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to (after the Trustee or the Holders occurrence of Notes an uncured event of default, by Borrower under the Notes, this Indenture, or any other document or instrument delivered Loan Documents) and the indebtedness owed by Borrower to Lender under or in connection with such agreements or instruments, the Loan Documents shall not have been paid in full, such amount shall have been be deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit offor, the Trustee or the Holders Lender, and shall forthwith be paid to the Trustee for the benefit of itself or such Holders Lender to be credited and applied to upon the obligations in favor of indebtedness under the Trustee or the Holders, as the case may beLoan Documents, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it Guarantor will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture the Loan Documents and that the waiver set forth in this Section 11.05 3.6 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes Securities are discharged and paid in full, each the Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s 's obligations under the Notes Securities or this Indenture and such the Guarantor’s 's obligations under this Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any the Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the NotesSecurities, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such the Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 1305 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each The Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company Certificate Trustee that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes or this Indenture and such Guarantor’s 's obligations under this Guarantee and this IndentureGuaranty or any other Operative Document or Refinancing Loan Document, in any such instance including, without limitation, including any right of subrogation, reimbursement, exoneration, contribution, or indemnification, and any right to participate in any claim or remedy of the Holders any Funding Party or any Holder against the CompanyLessee or any collateral which any Funding Party now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, including the right to take or receive from the CompanyCertificate Trustee, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any the Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, Obligations shall not have been paid in fullcash in full and all Commitments of the Funding Parties under the Loan Agreement and the other Operative Documents, and in the event of a Refinancing, under the Refinancing Loan Documents, have not been terminated, such amount shall have been be deemed to have been paid to such the Guarantor for the benefit of, and held in trust for the benefit offor, the Trustee Funding Parties or the Holders any Holder or Holders, and shall forthwith be paid to the Trustee Funding Parties for the benefit of itself the Funding Parties and any such Holder or such Holders to be credited and applied to upon the obligations in favor of the Trustee or the Holders, as the case may beObligations, whether matured or unmatured, in accordance with the terms of this Indenture. Each The Guarantor acknowledges that it will receive direct and indirect benefits from the financing and other arrangements contemplated by this Indenture the Loan Agreement, the Trust Agreement, the Participation Agreement and, in the event of a Refinancing, under the Refinancing Loan Documents, and that the waiver set forth in this Section 11.05 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company Issuer that arise from the existence, payment, performance or enforcement of the CompanyIssuer’s obligations under the Notes or this Indenture and such Guarantor’s obligations under this its Guarantee and this Indenture, in any such instance including, without limitation, including any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the CompanyIssuer, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, including the right to take or receive from the CompanyIssuer, directly or indirectly, in cash or other property assets or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated contem- plated by this Indenture and that the waiver set forth in this Section 11.05 10.04 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes Securities are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations Obligations under the Notes Securities or this Indenture Note Agreement and such Guarantor’s obligations Obligations under this Guarantee and this IndentureNote Agreement, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the CompanyIssuer, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes Securities under the NotesSecurities, this IndentureNote Agreement, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or of the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations Obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmaturedunmarred, in accordance with the terms of this IndentureNote Agreement. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture Note Agreement and that the waiver set forth in this Section 11.05 9.05 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of In order to induce the Notes are discharged and paid Bank to make the Loan in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes or this Indenture and such Guarantor’s obligations under this Guarantee and this Indenturereliance, in any such instance includingpart, without limitationupon this Guaranty, notwithstanding the fact that the Guarantor is an "insider" with respect to the Borrower, as the term "insider" is defined in the Bankruptcy Code, the Guarantor waives for itself, its legal representatives and assigns any right of subrogationindemnity, reimbursement or contribution from the Borrower or any other person obligated with respect to any of the Obligations (any such other person being referred to hereafter in this paragraph as a "Co-Obligor") or from the property of the Borrower or from the property of any Co-Obligor, and the Guarantor further waives any right of subrogation to the rights of the Bank against the Borrower or any Co-Obligor or the property of the Borrower or any Co-Obligor which would otherwise arise by virtue of any payment made by the Guarantor to the Bank on account of this Guaranty, whether any such right of indemnity, reimbursement, exonerationcontribution or subrogation would otherwise arise by virtue of contract, contributionwhether express or implied, indemnificationwith any person or as a matter of law or equity, and the Guarantor undertakes on behalf of itself, its legal representatives and assigns that neither the Guarantor nor the Guarantor's legal representatives or assigns will attempt to exercise or accept the benefits of any such right to participate in and should the Guarantor or the Guarantor's legal representative or assigns receive any claim payment or remedy distribution of the Holders against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash money or other property or by set-off or in any other manner, payment or security on account of such claim right notwithstanding the provisions of this paragraph, such money or other rights. If any amount property shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust by the recipient for the benefit of, the Trustee or the Holders Bank and shall forthwith immediately be paid delivered to the Trustee Bank for the benefit of itself or such Holders to be credited and applied application to the obligations Obligations in favor the same form as received, with the addition only of such endorsements or assignments as may be necessary to perfect the title of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 is knowingly made in contemplation of such benefitsBank thereto.