Common use of Waiver of Subrogation Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in fullTermination Date, each Guarantor Grantor (other than 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 GuarantorGrantor’s obligations under this Guarantee and this IndentureSecurity Agreement or any other Loan Document or Bank Product 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 the Holders any Secured Party against the CompanyBorrower or any other 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 CompanyBorrower or any other Obligor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor Grantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, Secured Obligations shall not have been indefeasibly paid in fullfull in cash or all Commitments and all other commitments by any Secured Party to the Borrower 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 First Lien Credit Agreement and that the waiver set forth in this Section 11.05 2.8 is knowingly made in contemplation of such benefits.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Waiver of Subrogation. Until this Indenture is discharged the termination hereof and the payment and performance in full of all Guaranteed Obligations and payment in full of the Notes are discharged principal of, and paid in fullinterest on, each Guarantor hereby irrevocably waives and agrees not to the Advances, no Contingent Obligor shall 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 any Borrower arising as a result of the Company’s obligations payment by any Contingent Obligor under the Notes Article II-A, by way of subrogation or this Indenture otherwise, and will not prove any claim in competition with the Administrative Agent, the Lender Collateral Agent, the Agents or the Lenders in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; no Contingent Obligor will claim any set-off or counterclaim against any Borrower in respect of any liability of any Contingent Obligor to such Guarantor’s obligations under this Guarantee and this Indenture, in Borrower; each Contingent Obligor waives any such instance including, without limitation, any right benefit of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any collateral which may be held by the Administrative Agent, the Lender Collateral Agent, the Master Collateral Agent, the Agents or the Lenders; and notwithstanding any other provision to the contrary contained herein, each Contingent Obligor hereby irrevocably waives any and all rights it may have at any time (whether arising directly or indirectly, by operation of law or by contract) to assert any claim or remedy against any Borrower on account of the Holders against the Company, whether or not such claim, remedy or right arises in equity, or payments made under contract, statute or common lawArticle II-A, including, without limitation, the right to take any and all rights of or receive from the Companyclaim for subrogation, directly or indirectlycontribution, in cash or other property or by set-off or in any other mannerreimbursement, 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 exoneration and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 is knowingly made in contemplation of such benefitsindemnity.

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 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 property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any the Guarantor in violation of the preceding sentence and any amounts owing to of the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, Guaranteed Obligations shall not have been paid in full, such amount shall have been deemed to have been paid to such 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 11.05 2 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 Guarantee and this Indenture, in any such instance including, 140 without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders Guaranteed Parties against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes Securities under the NotesSecurities, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders 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 11.05 13.04 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 Issuer that arise from the existence, payment, performance or enforcement of the Company’s ISSUER'S obligations under the Notes or this Indenture and such Subsidiary Guarantor’s 's obligations under this its Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the CompanyIssuer, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the CompanyIssuer, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Subsidiary Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under or in connection with the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s 's obligations under the Notes or this Indenture and such Guarantor’s 's obligations under this Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the Company, whether or not such claim, remedy or right arises in equity, or under 103 -96- contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 12.05 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until 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, the Security Documents or this Indenture and such Guarantor’s obligations under this Guarantee the Guarantee, the Security Documents 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 property assets or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the NotesSecurities, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 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 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 or any other Restricted Subsidiary that arise from the existence, payment, performance or enforcement of the Company’s 's obligations under the Notes or this Indenture and such Subsidiary Guarantor’s 's obligations under this Guarantee Subsidiary Guaranty 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 CompanyCompany or any other Restricted Subsidiary, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the CompanyCompany or any other Restricted Subsidiary, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Subsidiary Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders 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 Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 12.06 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until Each Subsidiary 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 Subsidiary Guarantor’s obligations under this Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of any Holder of the Holders Securities of a Guaranteed Series of Securities against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Subsidiary Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders Securities of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, Series shall not have been paid in full, such amount shall have been deemed to have been paid to such Subsidiary 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 Subsidiary Guarantor, by execution of this Indenture, shall acknowledge that it will shall receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 10.03 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture is discharged and all of the Notes 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 4.20, shall hereby irrevocably waives waive and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company Issuer that arise from the existence, payment, performance or enforcement of the CompanyIssuer’s obligations under the Notes Securities or this Indenture and such Guarantor’s obligations under this its Guarantee and this Indenture, in any such instance instance, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the CompanyIssuer, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the CompanyIssuer, directly or indirectly, in cash or other property or by set-off setoff or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes Securities under the NotesSecurities, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 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 Subsidiary Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s 's obligations under the Notes or this Indenture and such Subsidiary Guarantor’s 's obligations under this Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Subsidiary Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 12.05 is knowingly made in contemplation of such benefits.. 100

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 Company’s Issuer'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 CompanyIssuer, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the CompanyIssuer, directly or indirectly, in cash or other property assets or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will shall receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 11.06 is knowingly made in contemplation of such benefits.

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

Waiver of Subrogation. Until this Indenture the Credit Agreement is discharged terminated and all of the Notes are discharged and Guaranteed Obligations 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 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 property or by set-off or in any other manner, payment or security on account of such claim D-2 Form of Parent Guaranty 92155415 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, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, Guaranteed Obligations shall not have been paid in full, such amount shall have been deemed to have been paid to such 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 forwith 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 11.05 2 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture the date that is discharged 91 days after the later of (x) the date on which the principal of, premium, if any, and interest on all of the Notes are discharged outstanding Securities shall have been indefeasibly paid to the Holders thereof and (y) the date on which any and all other amounts owing by the Company or any of the Guarantors under this Indenture, the Securities or the Guarantees shall have been indefeasibly paid in fullto the persons entitled thereto, each Guarantor hereby irrevocably waives and agrees not waives, to exercise the fullest extent that it may do so under applicable law, any claim or other rights which it may now have or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s such Guarantor's obligations under the Notes or this Indenture and such Guarantor’s obligations under this its Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders any Holder of Securities against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, Securities shall not have been paid in full, then (to the fullest extent permitted by applicable law) 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 that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 11.5 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Until this Indenture the date that is discharged 123 days after the later of (x) the date on which the principal of, premium, if any, and interest and Liquidated Damages, if any, on all of the outstanding Notes are discharged shall have been indefeasibly paid to the Holders thereof and (y) the date on which any and all other amounts owing by the Company or any of the Guarantors under this Indenture, the Notes, the Guarantees, the CF&I Note, the Registration Rights Agreement, the Security Documents or the Intercreditor Agreement shall have been indefeasibly paid in fullto the persons entitled thereto, 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 its Guarantee, the Notes or this Indenture and such Guarantor’s obligations under this Guarantee Security Documents, the Registration Rights Agreement, the Intercreditor Agreement 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 99 common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or Holders of the Holders Notes, and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to 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 11.05 10.05 is knowingly made in contemplation of such benefits.