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 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 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 or this Indenture, 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 11.06 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 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 assets property 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 or 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 11.06 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 obligations under the Notes or this Indenture and such Subsidiary Guarantor’s obligations under this Note 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 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 Subsidiary Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of the Notes under the Notes or this Indenture, 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 11.06 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 Note 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 assets property 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 Notes under the Notes or 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 11.06 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 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 Note 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 assets property 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 Securities under the Notes or 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 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 11.06 10.05 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 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 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 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 assets property 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 Securities of the Holders of Notes under the Notes or this Indenture, applicable 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 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 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 11.06 9.07 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 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 assets property 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 Securities under the Notes or 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 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 11.06 11.05 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged Landlord and all of the Notes are discharged and paid in fullTenant shall each endeavor to secure an appropriate clause in, or an endorsement upon, each Guarantor hereby irrevocably waives property damage insurance policy obtained by it and agrees not covering the Building, the Premises or the personal property, fixtures and equipment located therein or thereon, pursuant to exercise which the respective insurance companies waive subrogation and permit the insured, prior to any loss, to agree with a third party to waive any claim it might have against said third party. The waiver of subrogation or permission for waiver of any claim hereinbefore referred to shall extend to the agents of each party and its employees and, in the case of Tenant, shall also extend to all other rights which it may now persons and entities occupying or hereafter acquire against using the Company Premises by, through or under Tenant. If and to the extent that arise such waiver or permission can be obtained only upon payment of an additional charge then the party benefiting from the existencewaiver or permission shall pay such charge upon demand, payment, performance or enforcement shall be deemed to have agreed that the party obtaining the insurance coverage in question shall be free of the Company’s any further obligations under the Notes provisions hereof relating to such waiver or permission from such insurance companies. Subject to the foregoing provisions of 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, indemnificationSubsection 4.4.3, 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 assets or insofar as may be permitted 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 or this Indenture, 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 the property insurance policies carried by it, each party hereby releases the other with respect to any claim which it will receive direct and indirect benefits from might otherwise have against the financing arrangements contemplated other party for any loss or damage to its property to the extent such damage is actually covered or would have been covered by policies of property insurance required by this Indenture Lease to be carried by the respective parties hereunder. In addition, Tenant agrees to exhaust any and that the waiver set forth in this Section 11.06 is knowingly made in contemplation of such benefitsall claims against its insurer(s) prior to commencing an action against Landlord for any loss covered by insurance required to be carried by Tenant hereunder.

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 or this Indenture Loan Agreement and such Guarantor’s obligations under this Note Guarantee and this IndentureGuaranty, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, contribution and indemnification and any right to participate in any claim or remedy of the Holders Issuer 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 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 or this Indenture, 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 Issuer or the Holders Trustee, as applicable, and shall forthwith be paid to the Trustee for Issuer or the benefit of itself or such Holders Trustee, as applicable, to be credited and applied to the obligations in favor of the Trustee Issuer 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 11.06 8 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 all Commitments have terminated and all Lender Hedging Agreements have terminated (except as provided in Section 10.01(e) of the Credit Agreement), 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 Note 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 assets property 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 the Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes or this Indenture, 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 Administrative Agent for the benefit of itself or the Lenders by the 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 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 11.06 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 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 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 or 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 11.06 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 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 assets property 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 or 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 11.06 10.5 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 Note 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 assets property 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 the Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes or this Indenture, 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 11.06 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 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 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 or 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 11.06 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 assets property 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 or 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 11.06 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 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 or other Noteholder Secured Parties under the Notes or 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 11.06 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 Note 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 assets property 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 Securities under the Notes or 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 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 11.06 10.05 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 Note 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 assets property 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 Notes under the Notes or this Indenture, 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 11.06 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 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 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 assets property 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 Securities under the Notes or 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 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 11.06 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 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 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 or 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 11.06 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 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 or 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 11.06 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 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 Note 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 assets 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 Notes or 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 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 11.06 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 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 assets property 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 or 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 11.06 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 Note 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 assets property 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 Noteholders under the Notes or 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 11.06 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 Obligations under the Notes Securities or this Indenture and such Guarantor’s obligations Obligations under this Note 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 assets property 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 Securities under the Notes or 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 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 11.06 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 under the Notes Securities or this Indenture and such Guarantor’s obligations under this Note 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 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 or 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 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 11.06 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 Note 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 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 or 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 11.06 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 Note 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 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, this Indenture or this Indenture, 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 11.06 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 waives, until payment in full of all Guaranteed Obligations and agrees not to exercise termination of all Commitments, any claim or other rights which it 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 Note Guarantee and this IndentureAgreement or any other Credit Document or any Subject Swap Contract, in any such instance including, without limitation, any right of subrogationsubrogation (including, without limitation, any statutory rights of subrogation under Section 509 of the Bankruptcy Code, 11 U.S.C. §509, or otherwise), reimbursement, exoneration, contribution, indemnification, and or any right to participate in any claim or remedy of the Holders Administrative Agent or any Bank (including any Swap Bank) against the Company, whether Borrower or not such claim, remedy any collateral which the Administrative Agent or right arises in equity, any Bank (including any Swap Bank) now has 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 assets or by set off or in any other manner, payment or security on account of such claim or other rightsacquires. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes or this Indenture, Guaranteed Obligations shall not have been paid in fullfull and all of the Commitments terminated, 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 Administrative Agent or the Holders any Bank (including any Swap Bank) and shall forthwith promptly be paid to the Trustee Administrative Agent for the benefit of itself the Administrative Agent or such Holders any Bank (including any Swap Bank) to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may beGuaranteed Obligations, whether matured or unmatured, in accordance with as the terms of this IndentureAdministrative Agent may elect. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture the Term Loan Agreement and the Subject Swap Contracts and that the waiver set forth in this Section 11.06 6.03(a) is knowingly made in contemplation of such benefits. (b) Each Guarantor further agrees that it will not enter into any agreement providing, directly or indirectly, for any contribution, reimbursement, repayment, or indemnity by the Borrower or any other Person on account of any payment by such Guarantor to the Administrative Agent or any Bank (including any Swap Bank) under this Agreement.

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 Note 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 assets property 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 the Borrower in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes or this Indenture, 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 11.06 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 assets property 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 or 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 11.06 11.05 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 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 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 assets property 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 Securities of Notes under the Notes or this Indenture, such 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 11.06 10.03 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 Note 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 assets property 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 a Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes or 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 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 11.06 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 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 Note 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 assets property 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 Trustee, any Agent or the Holders of Notes under the Notes or 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 11.06 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 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 Note 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 assets property 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 Trustee, any Agent or the Holders of Notes under the Notes Notes, this Supplemental Indenture, or this Indentureany 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 11.06 11.03 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 Note 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 assets or by set off or in any other mannerthe property damaged. 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. 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 Notes or this Indenturerequest, the 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, a Construction Change Directive shall be used. Agreed Overhead and Profit Rates: For any adjustment to the Contract Sum for which overhead and profit may be recovered, the combined overhead and profit included in the 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 have been paid in fullto exceed seventeen (17%) percent of the Contractor’s actual costs. For the Contractor, such amount 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 have been deemed be considered to have been paid to such Guarantor for the benefit ofinclude all indirect costs including, but not limited to, field 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 11.06 is knowingly made in contemplation of such benefitsgeneral overhead allocations.

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 Note 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 assets property 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 a Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes or such 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 11.06 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 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 Note 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 assets property 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 Noteholders under the Notes or 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 11.06 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 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 ▇▇▇▇▇▇▇'▇ obligations under the Notes or this Indenture and such Guarantor’s 's obligations under this Note 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 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 or 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 11.06 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged payment in full in cash and performance of all of the Notes are discharged and paid in fullSecured Obligations, each Guarantor Pledgor hereby irrevocably waives and agrees not to exercise any claim or other rights which it Pledgor may now or hereafter acquire against the Company any other Person that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes or this Indenture and such GuarantorPledgor’s obligations under this Note Guarantee and this IndenturePledge Agreement or the Put Agreement, 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 Pledgor against Pledgor or any Person or any collateral (including, without limitation, the Holders against the CompanyCollateral) which Pledgee 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 CompanyPledgor, Pledgor or any other Person, directly or indirectly, in cash or other assets 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 Pledgor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes or this Indenture, Secured Obligations shall not have been paid in fullfull in cash or have not been performed, then 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 offor, the Trustee or the Holders Pledgee and shall forthwith be paid to the Trustee for the benefit of itself or such Holders Pledgee to be credited and applied to upon 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 IndentureSecured Obligations. Each Guarantor Pledgor acknowledges that it Pledgor will receive direct and indirect benefits from the financing arrangements transactions contemplated by this Indenture the Series F Units Purchase Agreement and that the waiver set forth in this Section 11.06 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and (A) The Borrower hereby irrevocably waives, until satisfaction in full of all of its obligations under the New York Term Notes are discharged and paid in fullthe New York Mortgages and termination of all Commitments, 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 any Subsidiary that arise from the existence, payment, performance or enforcement of the CompanyBorrower’s obligations under the Notes any New York Term Note, New York Mortgage or this Indenture and such Guarantor’s obligations under this Note Guarantee and this Indentureany other Credit Document, in any such instance including, without limitation, any right of subrogationsubrogation (including, without limitation, any statutory rights of subrogation under Section 509 of the Bankruptcy Code, 11 U.S.C. §509, or otherwise), reimbursement, exoneration, contribution, indemnification, and or any right to participate in any claim or remedy of the Holders Administrative Agent or any Bank against such Subsidiary or any collateral which the Company, whether Administrative Agent or not such claim, remedy any Bank now has 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 assets or by set off or in any other manner, payment or security on account of such claim or other rightsacquires. If any amount shall be paid to any Guarantor the Borrower in violation of the preceding sentence and any amounts owing to the Trustee obligations under such New York Term Note or the Holders of Notes under the Notes or this Indenture, such New York Mortgage shall not have been paid in fullfull and all of the Commitments terminated, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and be held in trust by the Administrative Agent for the ratable benefit of, of the Trustee or the Holders Banks and shall forthwith promptly be paid to the Trustee Administrative Agent for the ratable benefit of itself or such Holders the Banks to be credited and applied to the obligations in favor of the Trustee under such New York Term Note or the Holders, as the case may besuch New York Mortgage, whether matured or unmatured, in accordance with as the terms of this IndentureAdministrative Agent may elect. Each Guarantor The Borrower 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 11.06 clause (A) is knowingly made in contemplation of such benefits. (B) The Borrower further agrees that it will not enter into any agreement providing, directly or indirectly, for any contribution, reimbursement, repayment, or indemnity by any Subsidiary or any other Person on account of any payment by the Borrower to the Administrative Agent or any Bank under any New York Term Note or any New York Mortgage.

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 Note 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 assets property 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, this Supplemental Indenture, or this Indentureany 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 11.06 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 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 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 assets property 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 Notes under the Notes or 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 11.06 12.05 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 Note 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 assets property 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 Notes under the Notes or this Indenture, 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 11.06 10.06 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and 12.1 Notwithstanding anything to the contrary herein or in any other Loan Document, at all times prior to the Loan Maturity Date, each of the Notes are discharged and paid in full, each Guarantor hereby Subordinated Lenders irrevocably waives and agrees not to exercise any claim or other rights which it may now have or hereafter acquire against the Company Borrower or any of its Subsidiaries that arise from the existence, payment, existence or performance or enforcement of the Company’s obligations under the Notes or this Indenture its Senior Secured Obligations hereunder including any and such Guarantor’s obligations under this Note Guarantee and this Indenture, in any such instance including, without limitation, any right all rights of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders Senior Secured Parties against the Company, whether Borrower or not such claim, remedy or right arises in equityany of its Subsidiaries, or under contractany security which the Senior Secured Parties may now have or hereafter acquire, statute by any payment made hereunder or common lawotherwise, including, without limitation, including the right to take or receive from the CompanyBorrower or any Guarantor, directly or indirectly, in cash or other assets property or by set set-off or in any other manner, payment or security on account of such claim or other rights. If . 12.2 For the purposes of such waiver of subrogation, any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing payments or distributions to the Trustee Senior Secured Parties of any cash, property or securities to which the Holders Subordinated Lenders would be entitled except for these provisions shall, as between the Borrower or any of Notes under its Subsidiaries, on the Notes or this Indentureone hand, shall not have been paid in fulland the Subordinated Lenders and their respective other creditors, such amount shall have been on the other hand, be deemed to have been paid to such Guarantor for be a payment by the benefit of, and held in trust for the benefit of, the Trustee Borrower or the Holders and shall forthwith be paid to the Trustee for the benefit any of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holdersits Subsidiaries, as the case may be, whether matured to or unmatured, in accordance with on account of 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 11.06 is knowingly made in contemplation of such benefitsSenior Secured Obligations.

Waiver of Subrogation. Until this Indenture is discharged such time as the Notes and all the other Obligations of the Notes are discharged and paid Company guaranteed hereof have been satisfied 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 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 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 assets property or by set set-off or in any other manner, payment or security Note 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 or this Indenture, 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 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 11.06 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 assets property 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 or 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 11.06 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 (a) Each Guarantor hereby irrevocably waives waives, until payment in full of all Guaranteed Obligations and agrees not to exercise termination of all Commitments, any claim or other rights which it 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 's obligations under this Note Guarantee and this IndentureAgreement or any other Credit Document, in any such instance including, without limitation, any right of subrogationsubrogation (including, without limitation, any statutory rights of subrogation under Section 509 of the Bankruptcy Code, 11 U.S.C. ' 509, or otherwise), reimbursement, exoneration, contribution, indemnification, and or any right to participate in any claim or remedy of the Holders Agent, any Co-Documentation Agent or any Bank against the CompanyBorrower or any collateral which the Agent, whether any Co-Documentation Agent or not such claim, remedy any Bank now has 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 assets or by set off or in any other manner, payment or security on account of such claim or other rightsacquires. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes or this Indenture, Guaranteed Obligations shall not have been paid in fullfull and all of the Commitments terminated, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and be held in trust for the benefit ofof the Agent, the Trustee or Co-Documentation Agents and the Holders Banks, and shall forthwith promptly be paid to the Trustee Agent for the benefit of itself or such Holders the Agent, the Co-Documentation Agents and the Banks to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may beGuaranteed Obligations, whether matured or unmatured, in accordance with as the terms of this IndentureAgent may elect. 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 11.06 6.03(a) is knowingly made in contemplation of such benefits. (b) Each Guarantor further agrees that it will not enter into any agreement providing, directly or indirectly, for any contribution, reimbursement, repayment, or indemnity by the Borrower or any other Person on account of any payment by such Guarantor to the Agent or the Banks under this Agreement.

Waiver of Subrogation. Until this Indenture is discharged and all Notwithstanding any payment or payments made by a Borrower hereunder, or any set-off or application of funds of any Borrower by the Administrative Agent or any Lender, such Borrower shall not be entitled to be subrogated to any of the Notes rights of the Administrative Agent and the Lenders against the other Borrower or against any collateral security or guarantee or right of offset held by the Administrative Agent or the Lenders for the payment of the Borrower Obligations, nor shall either Borrower seek any reimbursement or contribution from the other Borrower in respect of payments made by such Borrower hereunder, until all Borrower Obligations are discharged and paid in full, each Guarantor hereby irrevocably waives no Letters of Credit remain outstanding and agrees not to exercise any claim the Aggregate Commitments have expired 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 assets or by set off or in any other manner, payment or security on account of such claim or other rightsbeen terminated. If any amount shall be paid to either Borrower on account of such subrogation rights at any Guarantor in violation time when all of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes or this Indenture, Borrower Obligations shall not have been paid in full, any Letter of Credit remains outstanding or the Aggregate Commitments have not expired or been terminated, such amount shall have been deemed to have been paid to be held by such Guarantor for the benefit ofBorrower, and held in trust for the benefit ofAdministrative Agent and each Lender, the Trustee or the Holders segregated from other funds of such Borrower and shall shall, forthwith upon receipt by such Borrower, be paid turned over to the Trustee Administrative Agent, for the ratable benefit of itself or the Administrative Agent and the Lenders, in the exact form received by such Holders Borrower (duly indorsed by such Borrower, if required), to be credited and applied to against the obligations in favor of the Trustee or the Holders, as the case may beBorrower Obligations, whether matured mature 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 11.06 is knowingly made in contemplation of such benefitsorder as any Lender may determine.

Waiver of Subrogation. Until Each Guarantor, by execution of this Indenture is discharged and all of pursuant to this Article Fifteen, 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 such 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 any Holder 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 assets property or by set the 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 or this Indenture, 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 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 Guarantor, by execution of this Indenture pursuant to this Article Fifteen, 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 11.06 1507 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 assets property 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 or 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 11.06 10.05 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged one year and all of one day after the Notes are discharged and paid in fullTermination Date, 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 obligations under this Note Guarantee and this IndentureGuaranty or any other Loan Document or Bank Product Agreement, 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 Secured Parties 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 assets property 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 or this Indenture, Obligations shall not have been indefeasibly paid in fullcash in full and the Commitments have not been terminated and all Letters of Credit have not been terminated or expired, 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 Secured Parties, and shall forthwith be paid to the Trustee for the benefit of itself or such Holders Secured 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 acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture the First Lien Credit Agreement and that the waiver set forth in this Section 11.06 2.6 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 ▇▇▇▇▇▇▇’▇ obligations under the Notes or this Indenture and such Guarantor’s obligations under this Note 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 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 or 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 11.06 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 Note 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 assets or by set off or in any other mannerthe property damaged. 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. 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 Notes or this Indenturerequest, the 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, a Construction Change Directive shall be used. Agreed Overhead and Profit Rates: For any 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 the Work. The percentages cited below shall be considered to include all indirect costs including, 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 11.06 is knowingly made in contemplation of such benefitsprofit).

Waiver of Subrogation. Until LANDLORD AND TENANT EACH HEREBY WAIVES ANY RIGHTS IT MAY HAVE AGAINST THE OTHER (INCLUDING, BUT NOT LIMITED TO, A DIRECT ACTION FOR DAMAGES) ON ACCOUNT OF ANY LOSS OR DAMAGE OCCASIONED TO LANDLORD OR TENANT, AS THE CASE MAY BE (EVEN IF SUCH LOSS OR DAMAGE IS CAUSED BY THE FAULT, NEGLIGENCE OR OTHER TORTIOUS CONDUCT, ACTS OR OMISSIONS OF THE RELEASED PARTY OR THE RELEASED PARTY’S DIRECTORS, EMPLOYEES, AGENTS OR INVITEES OR IF THE RELEASED PARTY OR THE RELEASED PARTY’S DIRECTORS, EMPLOYEES, AGENTS OR INVITEES WOULD OTHERWISE BE LIABLE UNDER STRICT LIABILITY), TO THEIR RESPECTIVE PROPERTY, THE PREMISES, ITS CONTENTS OR TO ANY OTHER PORTION OF THE BUILDING OR THE PROPERTY ARISING FROM ANY RISK (WITHOUT REGARD TO THE AMOUNT OF COVERAGE OR THE AMOUNT OF DEDUCTIBLE) COVERED BY THE ALL RISK FULL REPLACEMENT COST PROPERTY INSURANCE REQUIRED TO BE CARRIED BY TENANT AND LANDLORD, RESPECTIVELY, UNDER SUBSECTION 7.201 AND SUBSECTION 7.301 ABOVE. The foregoing waiver shall be effective even if either or both parties fail to carry the insurance required by subsection 7.201 and Subsection 7.301 above. If a party waiving rights under this Indenture Section 7.4 is discharged carrying an all risk full replacement cost insurance policy in the promulgated form used in the State of Texas and all an amendment to such promulgated form is passed, such amendment shall be deemed not a part of such promulgated form until it applies to the policy being carried by the waiving party. Without limiting the foregoing waivers and to the extent permitted by applicable law, each of the Notes are discharged and paid in fullparties hereto, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire on behalf of their respective insurance companies insuring the property of such party against the Company that arise from the existenceloss, 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, waive any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim subrogation that such party or remedy of the Holders Property Manager or its respective insurers may have against the Companyother party or its respective officers, whether directors, employees, agents or not invitees and all rights of their respective insurance companies based upon an assignment from its insured. Each party to this Lease agrees immediately to give to each 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 assets or by set off or in any other manner, payment or security on account insurance company written notification 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 or this Indenture, 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 mutual waivers contained in this Section 11.06 is knowingly made in contemplation and to have its insurance policies properly endorsed, if necessary, to prevent the invalidation of insurance coverage by reason of such benefitswaivers.

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 Note 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 assets 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 or this Indenture, 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 11.06 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 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 Note 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 assets property 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 Notes under the Notes or this Indenture, 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 11.06 12.5 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 Note 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 assets 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 or this Indenture, 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 11.06 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 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 Note 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 Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, including the right to take or receive from the Company, directly or indirectly, in cash or other assets property 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 Securities under the Notes or 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 the 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 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 indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.06 1405 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 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 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 or 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 11.06 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 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 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 assets property 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 Notes under the Notes or 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 11.06 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 Note 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 assets property 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 or this Indenture, 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 11.06 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all amounts owing in respect 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 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 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 assets property 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 Securities under the Notes or 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 Holders Guaranteed Parties 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 beGuaranteed Parties, 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 11.06 13.04 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 Casella 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 Note 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 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 Securities under the Notes or 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 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 11.06 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 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 Note 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 assets property 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 Securities under the Notes or 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 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 11.06 11.5 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 Note 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 assets property 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 of the Guarantors in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes or this Indenture, 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 11.06 10.06 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until Landlord and Tenant each hereby releases the other, and waives its right of recovery against the other, for any direct or consequential loss or damage arising out of or incident to the perils covered by the property insurance policy or policies carried by the waiving party (or, if greater, are required to be carried by Landlord and Tenant under this Indenture is discharged and Lease) to the extent such losses or damages are actually covered by such insurance policies, WHETHER OR NOT SUCH DAMAGE OR LOSS MAY BE ATTRIBUTABLE TO THE NEGLIGENCE OF EITHER PARTY OR THEIR AGENTS, INVITEES, CONTRACTORS, OR EMPLOYEES. Each party shall cause its insurance carrier to endorse all applicable policies waiving the carrier’s rights of recovery under subrogation or otherwise against the Notes are discharged and paid in fullother party. Additionally, each Guarantor hereby irrevocably party waives and agrees not to exercise any claim it may have against the other party for any Loss (defined below) to the extent such Loss is caused by a terrorist act. Such waiver shall not limit any indemnity or other rights which it may now or hereafter acquire waiver made under this Lease. Landlord and Tenant each also hereby releases the other, and waives its right of recovery against the Company that arise from the existenceother, payment, performance for any direct or enforcement consequential loss or damage arising out 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 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 incident to the Trustee perils that would be covered by the property insurance policy or the Holders of Notes under the Notes or this Indenture, 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 policies required to be credited and applied to carried by the obligations in favor of the Trustee or the Holderswaiving party even if not actually carried, as the case may beWHETHER OR NOT SUCH DAMAGE OR LOSS MAY BE ATTRIBUTABLE TO THE NEGLIGENCE OF EITHER PARTY OR THEIR AGENTS, whether matured or unmaturedINVITEES, in accordance with the terms of this IndentureCONTRACTORS, OR EMPLOYEES. 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 11.06 is knowingly made in contemplation of such benefitsTHE PARTIES HEREBY ACKNOWLEDGE THAT THIS WAIVER OF SUBROGATION PROVISION APPLIES EVEN IF THE RELEASED PARTY IS NEGLIGENT.

Waiver of Subrogation. Until this Indenture is discharged and  (A) The Borrower hereby irrevocably waives, until satisfaction in full of all of its obligations under the Qualified Term Notes are discharged and paid in fullthe Qualified Mortgages and termination of all Commitments, 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 any Subsidiary that arise from the existence, payment, performance or enforcement of the CompanyBorrower’s obligations under the Notes any Qualified Term Note, Qualified Mortgage or this Indenture and such Guarantor’s obligations under this Note Guarantee and this Indentureany other Loan Document, in any such instance including, without limitation, any right of subrogationsubrogation (including, without limitation, any statutory rights of subrogation under Section 509 of the Bankruptcy Code, 11 U.S.C. §509, or otherwise), reimbursement, exoneration, contribution, indemnification, and or any right to participate in any claim or remedy of the Holders Administrative Agent or any Lender against such Subsidiary or any collateral which the Company, whether Administrative Agent or not such claim, remedy any Lender now has 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 assets or by set off or in any other manner, payment or security on account of such claim or other rightsacquires. If any amount shall be paid to any Guarantor the Borrower in violation of the preceding sentence and any amounts owing to the Trustee obligations under such Qualified Term Note or the Holders of Notes under the Notes or this Indenture, such Qualified Mortgage shall not have been paid in fullfull and all of the Commitments terminated, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and be held in trust by the Administrative Agent for the ratable benefit of, of the Trustee or the Holders Lenders and shall forthwith promptly be paid to the Trustee Administrative Agent for the ratable benefit of itself or such Holders the Lenders to be credited and applied to the obligations in favor of the Trustee under such Qualified Term Note or the Holders, as the case may besuch Qualified Mortgage, whether matured or unmatured, in accordance with as the terms of this IndentureAdministrative Agent may elect. Each Guarantor The Borrower 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 11.06 clause (A) is knowingly made in contemplation of such benefits..  (B) The Borrower further agrees that it will not enter into any agreement providing, directly or indirectly, for any contribution, reimbursement, repayment, or indemnity by any Subsidiary or any other Person on account of any payment by the Borrower to the Administrative Agent or any Lender under any Qualified Term Note or any Qualified Mortgage. 

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 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 cash, Common Stock or other 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 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 or this Indenture, 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 11.06 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 Pledgor 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 Pledgor's obligations under this Note 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 Collateral Agent now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, including the right to take or receive from the CompanyBorrower or any other Obligor, directly or indirectly, in cash or other assets property 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 Pledgor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes or this Indenture, 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 Pledgor 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 Pledgor 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 11.06 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 Note 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 assets property 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 a Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes or 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 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 11.06 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 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 Note Guarantee and 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 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 or 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 11.06 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 Note 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 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 or 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 11.06 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 Note 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 assets 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 or this Indenture, 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 11.06 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 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 assets property 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 or 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 11.06 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 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 Note 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 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 Subsidiary Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of the Notes under the Notes or this the Indenture, 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 11.06 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 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 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 assets property 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 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 or this Indenture, 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 11.06 9.04 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 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 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 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 or 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 11.06 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 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 Note 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 assets property or by set 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 or this Indenture, 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 11.06 11.07 is knowingly made in contemplation of such benefits.. ARTICLE TWELVE

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 Note 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 assets property 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 Securities under the Notes or 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 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 11.06 11.05 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged one year and all of one day after the Notes are discharged and paid in fullTermination Date, each Guarantor Grantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company any Obligor that arise 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 Note Guarantee and this IndentureSecurity Agreement or any other Credit 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 the Holders any Secured Party against the Companyany Obligor or any collateral which any Secured Party now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, including the right to take or receive from the Companyany Obligor, directly or indirectly, in cash or other assets property 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 Grantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes or this Indenture, Secured Obligations shall not have been indefeasibly paid in fullfull in cash or all Commitments and all other commitments by any Secured Party to any Obligor have not been terminated or all Letters of Credit have not terminated or expired, then 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 Administrative Agent (on behalf of the Holders Secured 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 upon 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 the financing arrangements contemplated by this Indenture the Credit Agreement and that the waiver set forth in this Section 11.06 2.8 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 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 Note 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 assets property 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 Securities under the Notes or 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 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 11.06 11.05 is knowingly made in contemplation of such benefits.

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 Note 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 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 or this Indenture, 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 11.06 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 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 Note 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 assets property 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 Notes under the Notes or 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 11.06 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 Note 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 assets property 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 Notes under the Notes or this Indenture, 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 11.06 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 assets property 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 or 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 11.06 12.05 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged (a) Landlord and all of Tenant shall each endeavor to secure an appropriate clause in or an endorsement to each property insurance policy obtained by it and covering the Notes are discharged and paid in fullProperty, each Guarantor hereby irrevocably waives and agrees not the Building, the Premises, Tenant's Alterations, or Tenant's Removable Property, as applicable, pursuant to exercise which the respective insurance companies waive subrogation or permit the insured, prior to any loss, to agree with a third party to waive any claim it might have against said third party. The waiver of subrogation or permission for waiver of any claim hereinbefore referred to shall extend to the agents of each party and, in the case of Tenant, shall also extend to all other rights which it may now persons and entities occupying or hereafter acquire against using the Company Premises in accordance with the terms of this Lease. If and to the extent that arise such waiver or permission can be obtained only upon payment of an additional charge, then the party benefiting from the existencewaiver or permission shall pay such charge upon demand, paymentand if such party shall fail or refuse to pay any such charge within thirty (30) days of demand therefor, performance or enforcement such party shall be deemed to have agreed that the party obtaining the insurance coverage in question shall be free of the Company’s any further obligations under the Notes provisions hereof relating to such waiver or this Indenture and such Guarantor’s obligations under this Note Guarantee and this Indenture, permission. In the event that either Landlord or Tenant shall be unable at any time to obtain one of the provisions referred to above in any such instance includingof its insurance policies, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim Landlord 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 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 or this Indenture, 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 HoldersTenant, as the case may be, whether matured shall promptly notify the other. (b) Subject to the foregoing provisions of this Section 10.6 and insofar as may be permitted by the terms of the insurance policies carried by it, each party hereby releases the other and its members, partners, agents and employees (and in the case of Tenant, all other persons and entities occupying or unmatured, using the Premises in accordance with the terms of this Indenture. Each Guarantor acknowledges that Lease with respect to any claim, including a claim for negligence) which it will receive direct and indirect benefits from might otherwise have against the financing arrangements contemplated other party for loss, damages or destruction with respect to its property by this Indenture and that fire or other casualty (including rentable value or business interruption, as the waiver set forth in this Section 11.06 is knowingly made in contemplation of such benefitscase may be) occurring during the Lease Term which could be covered under an all-risk full replacement cost insurance policy, whether or not actually obtained.

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 assets property 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 or 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 11.06 10.5 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged To the fullest extent permitted by Legal Requirements, Landlord and Tenant each waive all rights of recovery against the other (and any officers, directors, partners, employees, agents and representatives of the Notes are discharged other), and paid agree to release the other from liability, for loss or damage to the extent such loss or damage is covered by valid and collectible property insurance in fulleffect covering the party seeking recovery at the time of such loss or damage (or would have been covered by the insurance required to be maintained under this Lease by the party seeking recovery if such party had obtained such insurance), each Guarantor hereby irrevocably waives and agrees not WHETHER OR NOT SUCH DAMAGE OR LOSS MAY BE ATTRIBUTABLE TO THE NEGLIGENCE OF EITHER PARTY OR THEIR OFFICERS, DIRECTORS, PARTNERS, EMPLOYEES, AGENTS AND REPRESENTATIVES. If the release of either party, as set forth above, contravenes any law with respect to exercise any claim or other rights which it may now or hereafter acquire against exculpatory agreements, the Company that arise from the existence, payment, performance or enforcement liability of the Company’s obligations under party in question shall be deemed not released but shall be secondary to 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 liability of the Holders against the Companyother’s insurer. FOR THE PURPOSE OF THE FOREGOING WAIVER, whether or not such claimTHE AMOUNT OF ANY DEDUCTIBLE OR SELF-INSURED RETENTION APPLICABLE TO ANY LOSS OR DAMAGE SHALL BE DEEMED COVERED BY, remedy or right arises in equityAND RECOVERABLE BY THE INSURED UNDER THE INSURANCE POLICY OR SELF- INSURANCE PROGRAM TO WHICH SUCH DEDUCTIBLE RELATES. IT IS THE EXPRESS INTENT OF LANDLORD AND TENANT THAT THE WAIVER OF SUBROGATION CONTAINED IN THIS SECTION 10.4 APPLY TO ALL MATTERS DESCRIBED HEREIN, or under contractINCLUDING, statute or common lawWITHOUT LIMITATION, includingANY EVENT OF LOSS OR DAMAGE THAT IS CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF LANDLORD OR TENANT (OR THEIR RESPECTIVE OFFICERS, without limitationDIRECTORS, the right to take or receive from the CompanyPARTNERS, directly or indirectlyEMPLOYEES, in cash or other 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 or this Indenture, 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 11.06 is knowingly made in contemplation of such benefitsAGENTS AND REPRESENTATIVES).

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 Note 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 assets 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 Notes or 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 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 11.06 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 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 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 or 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 11.06 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 assets property 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, this In- denture, or this Indentureany 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 11.06 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 Note 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 assets property 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 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 or this Indenture, 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 11.06 10.06 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture the Credit Agreement is discharged terminated and all of the Notes are discharged and Guaranteed Obligations (other than contingent indemnification obligations for which no claims have been asserted) have been 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 Borrower that arise from the existence, payment, performance or enforcement of the CompanyBorrower’s obligations under the Notes or this Indenture Credit Agreement and such the Guarantor’s obligations under this Note 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 Administrative Agent, the L/C Issuers or the Lenders against the CompanyBorrower, 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 CompanyBorrower, directly or indirectly, in cash or other assets property 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 the Guarantor in violation of the preceding sentence and any amounts owing to of the Trustee or the Holders of Notes under the Notes or this Indenture, Guaranteed Obligations 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 Administrative Agent, the L/C Issuers 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 the obligations Guaranteed Obligations in favor of the Trustee or Administrative Agent, the Holders, as L/C Issuers and the case may beLenders, whether matured or unmatured, in accordance with the terms of this Indenturethe Loan Documents. Each The Guarantor acknowledges that it 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 11.06 2 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 on behalf of the Holders hereunder and under the Notes, each Guarantor Holdings 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 Holdings' obligations under the Notes or this Indenture and such Guarantor’s obligations under this Note Guarantee and of 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 assets property 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 Holdings in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes or this Indenture, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor Holdings 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 Guarantor Holdings 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 11.06 11.05 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and (A) The Borrower hereby irrevocably waives, until satisfaction in full of all of its obligations under the Qualified Term Notes are discharged and paid in fullthe Qualified Mortgages and termination of all Commitments, 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 any Subsidiary that arise from the existence, payment, performance or enforcement of the CompanyBorrower’s obligations under the Notes any Qualified Term Note, Qualified Mortgage or this Indenture and such Guarantor’s obligations under this Note Guarantee and this Indentureany other Loan Document, in any such instance including, without limitation, any right of subrogationsubrogation (including, without limitation, any statutory rights of subrogation under Section 509 of the Bankruptcy Code, 11 U.S.C. §509, or otherwise), reimbursement, exoneration, contribution, indemnification, and or any right to participate in any claim or remedy of the Holders Administrative Agent or any Lender against such Subsidiary or any collateral which the Company, whether Administrative Agent or not such claim, remedy any Lender now has 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 assets or by set off or in any other manner, payment or security on account of such claim or other rightsacquires. If any amount shall be paid to any Guarantor the Borrower in violation of the preceding sentence and any amounts owing to the Trustee obligations under such Qualified Term Note or the Holders of Notes under the Notes or this Indenture, such Qualified Mortgage shall not have been paid in fullfull and all of the Commitments terminated, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and be held in trust by the Administrative Agent for the ratable benefit of, of the Trustee or the Holders Lenders and shall forthwith promptly be paid to the Trustee Administrative Agent for the ratable benefit of itself or such Holders the Lenders to be credited and applied to the obligations in favor of the Trustee under such Qualified Term Note or the Holders, as the case may besuch Qualified Mortgage, whether matured or unmatured, in accordance with as the terms of this IndentureAdministrative Agent may elect. Each Guarantor The Borrower 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 11.06 clause (A) is knowingly made in contemplation of such benefits. (B) The Borrower further agrees that it will not enter into any agreement providing, directly or indirectly, for any contribution, reimbursement, repayment, or indemnity by any Subsidiary or any other Person on account of any payment by the Borrower to the Administrative Agent or any Lender under any Qualified Term Note or any Qualified Mortgage.

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 Note 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 assets property or by set 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 Notes or this Indentureforegoing limitation, 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 11.06 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 Securities are discharged and paid in full, each Subsidiary Guarantor shall hereby irrevocably waives waive and agrees agree 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 obligations Note Obligations under the Notes Securities or this Indenture and such Guarantor’s obligations under this its Note Guarantee and this IndentureGuarantee, 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 assets property 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 Notes Securities under the Notes or 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 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 11.06 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 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 Note 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 assets 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 or this Indenture, 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 11.06 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 (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 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 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 Trustee, the Security Agent or the Holders of Notes under the Notes or 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 11.06 10.05 is knowingly made in contemplation of such benefits.