Common use of Waiver of Subrogation Clause in Contracts

Waiver of Subrogation. Until the Notes have been paid in full, each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under its Note Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the Issuer, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Notes 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, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN

Waiver of Subrogation. Until the Notes have been paid in full, each The Parent Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer Company that arise from the existence, payment, performance or enforcement of such the Parent Guarantor’s obligations under its Note the Parent Guarantee and this the Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the IssuerCompany, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerCompany, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note security on account of such claim or other rightsrights in relation to the Trustee until all monetary obligations of the Company under the Indenture and the Notes, whether for principal of or interest on the Notes, are paid in full. If any amount shall be paid to any the Parent Guarantor in violation of the preceding sentence and the Notes shall not have been paid in full, such amount shall have been deemed to have been paid to such the Parent Guarantor for the benefit of, and held in trust for the benefit of, the HoldersHolders of the Notes, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this the Indenture. Each The Parent Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been paid in full, each Each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under its Note Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the Issuer, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Notes 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 HoldersHolders of the Notes, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 10.04 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been paid in full, each Guarantor The Pledgor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer Pledgee or any other Person that arise from the existence, payment, performance or enforcement of such Guarantor’s the Pledgor's obligations under its Note Guarantee and this IndenturePledge Agreement or any other Operative Document, including, without limitation, including any right of subrogation, reimbursement, exoneration, or indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the IssuerPledgee or any other Person or any collateral which the Pledgee now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, including the right to take or receive from the IssuerPledgee or any other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note security on account of such claim or other rights. If any amount shall be paid to any Guarantor the Pledgor in violation of the preceding sentence and the Notes Obligations shall not have been paid in cash in full, such amount shall have been be deemed to have been paid to such Guarantor the Pledgor for the benefit of, and held in trust for the benefit offor, the HoldersPledgee, and shall forthwith be paid to the Trustee for the benefit of such Holders Pledgee to be credited and applied upon the NotesObligations, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor The Pledgor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture the Pledge Agreement and that the waiver set forth in this Section 10.05 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been paid in full, each Each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer Company that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under its Note Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes Existing Securities against the IssuerCompany, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerCompany, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Notes Existing 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 HoldersHolders of the Existing Securities, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the NotesExisting Securities, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 14.6 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until Each Subsidiary Guarantor, by execution of this Indenture, waives to the Notes have been paid in full, each Guarantor hereby irrevocably waives extent permitted by law any claim or other rights which it may now or hereafter acquire against the Issuer Company that arise from the existence, payment, performance or enforcement of such Subsidiary Guarantor’s obligations under its Note Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of the Notes against the IssuerCompany, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerCompany, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note 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 the Notes 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 HoldersHolders of the Notes, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, 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 shall receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 10.03 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been paid in full, each Each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under its Note Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the Issuer, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Notes 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 HoldersHolders of the Notes, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 10.14 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been paid in full, each Each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer Issuers that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under its Note Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the IssuerIssuers, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerIssuers, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Notes 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 HoldersHolders of the Notes, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 10.04 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been paid in full, each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under its Note Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the Issuer, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Notes 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, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 is knowingly made in contemplation of such benefits. ARTICLE ELEVENELEVEN MISCELLANEOUS

Waiver of Subrogation. Until the Notes have been all Note Guarantee Obligations are paid in full, each Guarantor hereby irrevocably waives any claim claims or other rights which it may now or hereafter acquire against the Issuer Company that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under its Note Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder holder of Notes against the IssuerCompany, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerCompany, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note 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 the Notes 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 HoldersHolders of the Notes, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 10.6 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been all Obligations are paid in full, each Guarantor hereby irrevocably waives any claim claims or other rights which it may now or hereafter acquire against the Issuer Company that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under its Note the Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the IssuerCompany, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerCompany, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note 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 the Notes 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, and shall shall, subject to the provisions of Article X hereof, forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 11.6 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until all Obligations under the Notes have been and this Indenture are paid in full, each Guarantor Guarantor, if any, upon the execution and delivery of a Guarantee pursuant to Section 4.16, hereby irrevocably waives any claim claims or other rights which it may now or hereafter acquire against the Issuer Company that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under its Note the Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the IssuerCompany, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerCompany, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note 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 the Notes 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, and shall shall, forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor Guarantor, if any, upon the execution and delivery of a Guarantee pursuant to Section 4.16, acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 10.6 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been paid in full, each Each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer Company that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under its Note Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes Existing Securities against the IssuerCompany, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerCompany, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Notes Existing 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 HoldersHolders of the Existing Securities, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the NotesExisting Securities, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 13.6 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been paid in full, each The Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of such the Guarantor’s obligations under its Note Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder holder of the Notes against the Issuer, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note 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 the Notes shall not have been paid in full, 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 of, the Holdersholders of the Notes, and shall forthwith be paid to the Trustee for the benefit of such Holders holders of the Notes to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each The Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 10.04 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been paid in full, each Each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer Company that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under its Note Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the IssuerCompany, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerCompany, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note 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 the Notes 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, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 6.5 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been paid payment in fullfull in cash and performance of all Secured Obligations, each Guarantor Pledgor hereby irrevocably waives any claim or other rights which it Pledgor may now or hereafter acquire against the Issuer any other Person that arise from the existence, payment, performance or enforcement of such GuarantorPledgor’s obligations under its Note Guarantee and this IndenturePledge Agreement or the Put Agreement, including, without limitation, including any right of subrogation, reimbursement, exoneration, exoneration or indemnification, and any right to participate in any claim or remedy of Pledgor against Pledgor or any Holder of Notes against Person or any collateral (including, without limitation, the IssuerCollateral) which Pledgee now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, including the right to take or receive from the IssuerPledgor, Pledgor or any other Person, directly or indirectly, in cash or other property or by set-off setoff or in any other manner, payment or Note security on account of such claim or other rights. If any amount shall be paid to any Guarantor Pledgor in violation of the preceding sentence and the Notes Secured Obligations shall not have been paid in fullfull in cash or have not been performed, then such amount shall have been be deemed to have been paid to such Guarantor Pledgor for the benefit of, and held in trust for the benefit offor, the Holders, Pledgee and shall forthwith be paid to the Trustee for the benefit of such Holders Pledgee to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this IndentureSecured Obligations. Each Guarantor Pledgor acknowledges that it shall Pledgor will receive direct and indirect benefits from the financing arrangements transactions contemplated by this Indenture the Series F Units Purchase Agreement and that the waiver set forth in this Section 10.05 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been paid in full, each Each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under its Note Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the Issuer, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Notes 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, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 10.04 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been all Obligations are paid in full, each Guarantor hereby irrevocably waives any claim claims or other rights which it may now or hereafter acquire against the Issuer Company that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under its Note the Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the IssuerCompany, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerCompany, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note 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 the Notes 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, and shall shall, forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 11.6 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been paid in full, each Each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under its Note Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes Securities against the Issuer, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note 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 the Notes 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 HoldersHolders of the Securities, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the NotesSecurities, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 10.04 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been all Subsidiary Guarantee Obligations are paid in full, each Guarantor hereby irrevocably waives any claim claims or other rights which it may now or hereafter acquire against the Issuer Company that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under its Note Subsidiary Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes Securities against the IssuerCompany, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerCompany, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note 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 the Notes Securities 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 HoldersHolders of the Securities, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmaturedSecurities, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 10.06 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been paid in full, each Guarantor Guarantors hereby irrevocably waives waive any claim or other rights which it they may now or hereafter acquire against the Issuer any Borrower that arise arises from the existence, payment, performance or enforcement of such Guarantor’s Guarantors’ obligations under its Note Guarantee and this IndentureAgreement or any other Loan Document, including, without limitation, including any right of subrogation, reimbursement, exoneration, exoneration or indemnification, and any right to participate in any claim or remedy of Agent or any Holder of Notes Lender against the Issuerany Borrower or any other Guarantor or any collateral which Agent or any Lender 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 Issuerany Borrower or any other Guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note security on account of such claim or other rights, until such time as the Guaranteed Obligations shall have been indefeasibly paid in full in cash or Cash Collateralized. If any amount shall be paid to any Guarantor Guarantors in violation of the preceding sentence and the Notes shall not have been paid in fullsentence, such amount shall have been be deemed to have been paid to such Guarantor Guarantors for the benefit of, and held in trust for, Agent for itself and for the benefit of, the Holdersof Lenders, and shall forthwith be paid to the Trustee for the benefit of such Holders Agent to be credited and applied upon against the NotesGuaranteed Obligations, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges Guarantors acknowledge that it shall they will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture the Loan Agreement and that the waiver set forth in this Section 10.05 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until Subject to the Notes have been paid in fullprovisions of Section 1207 hereof, each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer Company or other Guarantors that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations 's obligations, under its Note this Guarantee and this Indenture, including, without limitation, . any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the IssuerCompany or other Guarantors, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerCompany or other Guarantors, directly or indirectly, in cash or other property or by set-off setoff or in any other manner, payment or Note 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 the Notes 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 HoldersHolders of the Notes, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 1208 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been paid in full, each Each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under its Note Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Senior Notes against the Issuer, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Senior Notes 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 HoldersHolders of the Senior Notes, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Senior Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 13.6 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been paid in full, each Each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under its Note Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the Issuer, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note 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 the Notes 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, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN

Waiver of Subrogation. Until the Notes have been all Obligations are paid in full, full each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer Company that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under its Note Guarantee the Guarantees and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the IssuerCompany, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerCompany, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note 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 the Notes 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 HoldersHolders of the Notes, and shall shall, subject to the provisions of Section 11.02, Article Ten and Article Twelve, forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 11.08 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been paid in full, each Each Guarantor hereby irrevocably waives waives, until the prior payment in full of all amounts outstanding hereunder and under the Notes, any claim or other rights which it may now or hereafter acquire against the any Issuer that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under its Note this Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the any Issuer, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the any Issuer, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Notes 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 HoldersHolders of the Notes, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 10.06 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been all Obligations are paid in full, each Guarantor hereby irrevocably waives any claim claims or other rights which it may now or hereafter acquire against the Issuer Company that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under its Note the Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the IssuerCompany, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerCompany, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note 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 the Notes 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, and shall shall, subject to the provisions of Article Fifteen hereof, forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 1606 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until one year and one day after the Notes have been paid in fullTermination Date, each Guarantor Grantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer any Obligor that arise from the existence, payment, performance or enforcement of such GuarantorGrantor’s obligations under its Note Guarantee and this IndentureSecurity Agreement or any other Credit Document, including, without limitation, including any right of subrogation, reimbursement, exoneration, exoneration or indemnification, and any right to participate in any claim or remedy of any Holder of Notes Secured Party against the Issuerany 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 Issuerany Obligor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note 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 the Notes Secured Obligations shall not have been indefeasibly paid in fullfull in cash or all Commitments and all other commitments by any Secured Party to any Obligor have not been terminated or all Letters of Credit have not terminated or expired, then such amount shall have been be deemed to have been paid to such Guarantor Grantor for the benefit of, and held in trust for the benefit offor, the HoldersAdministrative Agent (on behalf of the Secured Parties), and shall forthwith be paid to the Trustee for the benefit of such Holders Administrative Agent to be credited and applied upon the NotesSecured Obligations, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor Grantor acknowledges that it shall 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 10.05 2.8 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been all Guarantee Obligations are paid in full, each Guarantor hereby irrevocably waives any claim claims or other rights which it may now or hereafter acquire against the Issuer Issuers that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under its Note the Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes Securities against the IssuerIssuers, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerIssuers, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note 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 the Notes 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 HoldersHolders of the Securities, and shall shall, forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the NotesSecurities, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 11.06 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until one year and one day after the Notes have been paid in fullTermination Date, each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer Borrower or any other Obligor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under its Note Guarantee and this IndentureGuaranty or any other Loan Document or Bank Product Agreement, including, without limitation, including any right of subrogation, reimbursement, contribution, exoneration, or indemnification, and any right to participate in any claim or remedy of any Holder of Notes the Secured Parties against the IssuerBorrower 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 IssuerBorrower or any other Obligor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note 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 the Notes Obligations shall not have been indefeasibly paid in fullcash in full and the Commitments have not been terminated and all Letters of Credit have not been terminated or expired, such amount shall have been be deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit offor, the HoldersSecured Parties, and shall forthwith be paid to the Trustee for the benefit of such Holders Secured Parties to be credited and applied upon the NotesObligations, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall 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 10.05 2.6 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until Each Guarantor, by execution of its Note Guarantee, waives to the Notes have been paid in full, each Guarantor hereby irrevocably waives extent permitted by law any claim or other rights which it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under its such Note Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the Issuer, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Notes 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 HoldersHolders of the Notes, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges Guarantor, by execution of its Note Guarantee, shall acknowledge that it shall receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 10.06 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been paid in full, each Each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer Company that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under its Note this Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the IssuerCompany, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerCompany, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note 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 the Notes 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 HoldersHolders of the Notes, and shall shall, subject to the subordination provisions of this Article Thirteen and to Article Fourteen, forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 13.08 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until payment in full is made of the Notes have been paid in fulland all other obligations of the Company to the Holders or the Trustee on behalf of the Holders hereunder and under the Notes, each Guarantor Holdings hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer Company that arise from the existence, payment, performance or enforcement of such Guarantor’s Holdings' obligations under its Note the Guarantee and of this Indenture, including, including without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the IssuerCompany, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerCompany, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note security on account of such claim or other rights. If any amount shall be paid to any Guarantor Holdings in violation of the preceding sentence and the Notes shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor Holdings for the benefit of, and held in trust for the benefit of, the HoldersHolders of the Notes, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor Holdings acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 11.05 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been paid in full, each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under its Note Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the Issuer, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note Notes on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Notes 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, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN

Waiver of Subrogation. Until the Notes have been all Subsidiary Guarantee obligations are paid in full, each Guarantor hereby irrevocably waives any claim claims or other rights which it may now or hereafter acquire against the Issuer Company that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under its Note Subsidiary Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes any of the Securities against the IssuerCompany, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerCompany, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note 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 the Notes any such Security 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 HoldersHolders of such Security, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmaturedsuch Security, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 13.7 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until all the obligations under the Notes have been paid and the Note Guarantees are satisfied in full, each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer Company that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under its Note Guarantee and this IndentureAgreement, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder holder of Notes against the IssuerCompany, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerCompany, directly or indirectly, in cash or other property Property or by set-off or in any other manner, payment or Note on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Notes 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 Holdersholders of the Notes, and shall forthwith be paid to the Trustee Company for the benefit of such Holders holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this IndentureAgreement. Each Guarantor acknowledges that it shall receive direct and indirect benefits from the financing arrangements contemplated by this Indenture Agreement and that the waiver set forth in this Section 10.05 23.4 is knowingly made in contemplation of such benefits. ARTICLE ELEVENXXIV

Waiver of Subrogation. Until the Notes have been paid in full, each Guarantor Pledgor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer Borrower or any other Obligor that arise from the existence, payment, performance or enforcement of such Guarantor’s Pledgor's obligations under its Note Guarantee and this IndenturePledge Agreement or any other Loan Document, including, without limitation, including any right of subrogation, reimbursement, exoneration, or indemnification, and any right to participate in any claim or remedy of Lender Parties against Borrower or any Holder of Notes against the Issuerother Obligor or any collateral which Collateral Agent now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, including the right to take or receive from the IssuerBorrower or any other Obligor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note security on account of such claim or other rights. If any amount shall be paid to any Guarantor Pledgor in violation of the preceding sentence and the Notes Obligations shall not have been paid in fullcash in full and the Commitments have not been terminated, such amount shall have been be deemed to have been paid to such Guarantor Pledgor for the benefit of, and held in trust for the benefit offor, the HoldersLender Parties, and shall forthwith be paid to the Trustee for the benefit of such Holders Lender Parties to be credited and applied upon the NotesObligations, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor Pledgor acknowledges that it shall 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 10.05 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been paid in full, each Each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer Company that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under its Note Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the IssuerCompany, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerCompany, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Notes 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, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 5.05 is knowingly made in contemplation of such benefits. ARTICLE ELEVENSIX

Waiver of Subrogation. Until the Notes have been paid in full, each Each Subsidiary Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer Company that arise from the existence, payment, performance or enforcement of such Subsidiary Guarantor’s obligations 's Obligations under its Note this Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the IssuerCompany, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerCompany, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note 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 the Notes 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 HoldersHolders of the Notes, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Subsidiary Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 11.08 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until all of the obligations under the Notes have been paid and the Guarantees are satisfied in full, each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer Company that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under its Note Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the IssuerCompany, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerCompany, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Notes 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 HoldersHolders of the Notes, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 10.04 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until payment in full is made on the Notes have been paid in fulland all other Obligations of the Authority to the Holders or the Trustee hereunder and under the Notes, each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire acquires against the Issuer Authority that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under its Note the Guarantee and this Indenture, including, including without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the IssuerAuthority, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerAuthority, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note 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 the Notes 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, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until Each Guarantor, by execution of its Guarantee, waives to the Notes have been paid in full, each Guarantor hereby irrevocably waives extent permitted by law any claim or other rights which it may now or hereafter acquire against the Issuer Company that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under its Note such Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the IssuerCompany, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerCompany, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Notes 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 HoldersHolders of the Notes, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges Guarantor, by execution of its Guarantee, will acknowledge that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 14.06 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been paid in full, each Each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer Borrower that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under its Note Guarantee and this IndentureAgreement, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes Lender against the IssuerBorrower, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerBorrower, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note 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 the Notes Bridge Loan 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 HoldersLenders, and shall shall, subject to the provisions of Section 8, Section 10.2 and Section 11, forthwith be paid to the Trustee Agent for the benefit of such Holders Lenders to be credited and applied upon the NotesBridge Loan, whether matured or unmatured, in accordance with the terms of this IndentureAgreement. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture Agreement and that the waiver set forth in this Section 10.05 10.7 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until such time as all Obligations on the Notes have been Loans are paid in full, each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer Company that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under its Note Guarantee and the other sections of this IndentureAgreement, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes Lender against the IssuerCompany, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerCompany, directly or indirectly, in cash or other property Property or by set-off or in any other manner, payment or Note 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 the Notes Loans 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 HoldersLenders, and shall shall, subject to the provisions of Section 8, Section 10.2 and Section 11, forthwith be paid to the Trustee Agent for the benefit of such Holders Lenders to be credited and applied upon the NotesLoans, whether matured or unmatured, in accordance with the terms of this IndentureAgreement. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture Agreement and that the waiver set forth in this Section 10.05 10.8 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been all Obligations are paid in full, each Guarantor hereby irrevocably waives any claim claims or other rights which it may now or hereafter acquire against the Issuer Company that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under its Note the Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the IssuerCompany, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerCompany, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note 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 the Notes 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, and shall shall, subject to the provisions of Article X hereof, forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 11.6 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until all guaranteed Obligations under the Indenture and with respect to all Notes have been are paid in full, each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer Company that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations Obligations under its Note the Guarantee of the Notes and this the Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the IssuerCompany, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerCompany, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note promissory note on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Notes 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 HoldersHolders of the Notes, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this the Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this the Indenture and that the waiver set forth in this Section 10.05 11.07 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been paid in full, each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer Issuers that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under its Note Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the IssuerIssuers, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerIssuers, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note Notes on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Notes 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, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 10.04 is knowingly made in contemplation of such benefits. ARTICLE ELEVENELEVEN MISCELLANEOUS

Waiver of Subrogation. Until all Obligations under the Notes have been and this Indenture are paid in full, each Guarantor Guarantor, if any, upon the execution and delivery of a Guarantee pursuant to Section 4.16, hereby irrevocably waives any claim claims or other rights which it may now or hereafter acquire against the Issuer Company that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under its Note the Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the IssuerCompany, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerCompany, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note 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 the Notes 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, and shall shall, forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor Guarantor, if any, upon the execution and delivery of a Guarantee pursuant to Section 4.16, acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 10.6 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until one year and one day after the Notes have been paid in fullStated Maturity Date, each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer Borrower or any other Obligor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under its Note Guarantee and this IndentureGuaranty or any other Second Lien Loan Document, including, without limitation, including any right of subrogation, reimbursement, contribution, exoneration, or indemnification, and any right to participate in any claim or remedy of any Holder of Notes the Lender against the IssuerBorrower or any other Obligor or any collateral which the Lender 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 IssuerBorrower or any other Obligor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note 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 the Notes 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 HoldersLender, and shall forthwith be paid to the Trustee for the benefit of such Holders Lender to be credited and applied upon the NotesObligations, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture the Second Lien Note and that the waiver set forth in this Section 10.05 2.6 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been paid in full, each Each Subsidiary Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer Company to the extent that such claim or rights arise from the existence, payment, performance or enforcement of such Subsidiary Guarantor’s 's obligations under its Note Guarantee and this IndentureAgreement, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes Lender against the IssuerCompany, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerCompany, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note 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 the Notes Loan shall not have been paid in full, such amount shall have been be deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the HoldersLenders, and shall forthwith be paid to the Trustee Agents for the benefit of such Holders Lenders to be credited and applied upon the NotesLoan, whether matured or unmatured, in accordance with the terms of this IndentureAgreement. Each Subsidiary Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture Agreement and that the waiver set forth in this Section 10.05 10.9 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been paid in full, each Each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer Company that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under its Note Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the IssuerCompany, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerCompany, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note 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 the Notes 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 Holders, and shall shall, subject to the provisions of Article X, Section 11.2 and Article XII, forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 11.8 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until all obligations under the Notes have been Guarantees are paid in full, each Guarantor hereby irrevocably waives any claim claims or other rights which it may now or hereafter acquire against the Issuer Company that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under its Note Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the IssuerCompany, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerCompany, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note 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 the Notes 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, and shall shall, forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 13.6 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been paid in full, each Each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer Company that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under its Note the Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Senior Subordinated Notes against the IssuerCompany, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerCompany, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note 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 the Senior Subordinated Notes 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 HoldersHolders of the Senior Subordinated Notes, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Senior Subordinated Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 12.08 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been paid in full, each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under its Note Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the Issuer, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Notes 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, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been are paid in full, each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under its Note Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the Issuer, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Notes 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 HoldersHolders of the Notes, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 10.14 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been paid in full, The Parent and each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of the Parent’s or such Guarantor’s obligations under its Note Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the Issuer, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note Notes on account of such claim or other rights. If any amount shall be paid to the Parent’s or any Guarantor in violation of the preceding sentence and the Notes shall not have been paid in full, such amount shall have been deemed to have been paid to the Parent or such Guarantor for the benefit of, and held in trust for the benefit of, the Holders, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each The Parent and each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN

Waiver of Subrogation. Until the Notes have been paid in full, each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under its Note Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the Issuer, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note Notes on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Notes 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, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until all Obligations under the Notes have been are paid in full, each the Parent Guarantor hereby irrevocably waives any claim claims or other rights which it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of such the Parent Guarantor’s obligations Obligations under its Note Guarantee and this Indenture, including, without limitation, including any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the IssuerIssuers, 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 IssuerIssuers, directly or indirectly, in cash or other property or by set-off setoff or in any other manner, payment or Note security on account of such claim or other rights. If any amount shall be paid to any the Parent Guarantor in violation of the preceding sentence and the Notes shall not have been paid in full, such amount shall have been deemed to have been paid to such the Parent Guarantor for the benefit of, and held in trust for the benefit of, the Holders, and shall forthwith be paid to the Trustee for the benefit of such the Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each The Parent Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 10.03 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until such time as the Notes Obligations guaranteed hereof have been paid satisfied in full, each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer Borrower that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under its Note Loan Guarantee and this IndentureAgreement, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes Secured Party against the IssuerBorrower, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerBorrower, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Notes Obligations shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the HoldersSecured Parties, and shall forthwith be paid to the Trustee Administrative Agent for the benefit of such Holders Secured Parties to be credited and applied upon against the NotesObligations, whether matured or unmatured, in accordance with the terms of this IndentureAgreement. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture Agreement and that the waiver set forth in this Section 10.05 9.05 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been all Guarantee Obligations are paid in full, each Guarantor hereby irrevocably waives any claim claims or other rights which it may now or hereafter acquire against the Issuer Company that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under its Note Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes Securities against the IssuerCompany, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerCompany, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note 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 the Notes Securities 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 HoldersHolders of the Securities, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmaturedSecurities, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 10.06 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been paid in full, each Each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer Company that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under its Note Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the IssuerCompany, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerCompany, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note 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 the Notes 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, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 6.5 is knowingly made in contemplation of such benefits. ARTICLE ELEVENSEVEN

Waiver of Subrogation. Until Each Guarantor, by execution of its Guarantee, waives to the Notes have been paid in full, each Guarantor hereby irrevocably waives extent permitted by law any claim or other rights which it may now or hereafter acquire against the Issuer Company that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under its Note such Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the IssuerCompany, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerCompany, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Notes 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 HoldersHolders of the Notes, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges Guarantor, by execution of its Guarantee, will acknowledge that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 10.06 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN

Waiver of Subrogation. Until all the obligations under the Notes have been paid and the Guarantees are satisfied in full, each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer Company that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under its Note Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the IssuerCompany, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerCompany, directly or indirectly, in cash or other property Property or by set-off or in any other manner, payment or Note on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Notes 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 HoldersHolders of the Notes, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 10.04 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been all Obligations are paid in full, each Guarantor hereby irrevocably waives any claim claims or other rights which it may now or hereafter acquire against the Issuer Company that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under its Note Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the IssuerCompany, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerCompany, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note 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 the Notes 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, and shall shall, forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 10.6 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been paid in full, each The Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer Company that arise from the existence, payment, performance or enforcement of such the Guarantor’s obligations under its Note Guarantee and this the Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of the Notes against the IssuerCompany, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerCompany, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note 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 the Notes 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, Holders of the Notes and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this the Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this the Indenture and that the waiver set forth in this Section 10.05 10.6 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been all obligations are paid in full, each Guarantor Guarantor, if any, hereby irrevocably waives any claim claims or other rights which it may now or hereafter acquire against the Issuer Company that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under its Note the Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the IssuerCompany, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerCompany, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note 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 the Notes 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, and shall shall, forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor Guarantor, if any, acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 11.6 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been paid in full, each Each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer Company that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under its Note Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the IssuerCompany, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerCompany, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note 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 the Notes 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, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 6.5 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been paid in full, each Each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under its Discount Note Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, 97 indemnification, and any right to participate in any claim or remedy of any Holder of Discount Notes against the Issuer, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Discount Note on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Discount Notes 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, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Discount Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until Each Guarantor, by execution of its Guarantee, waives to the Notes have been paid in full, each Guarantor hereby irrevocably waives extent permitted by law any claim or other rights which it may now or hereafter acquire against the Issuer Company that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under its Note such Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of the Notes against the IssuerCompany, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerCompany, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Notes 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 HoldersHolders of the Notes, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges Guarantor, by execution of its Guarantee, shall acknowledge that it shall receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 10.4 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been paid in full, each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer Borrower that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under its Note Guarantee and this IndentureGuaranty or the Credit Agreement, including, without limitation, including any right of subrogation, reimbursement, exonerationcontribution, exoneration or indemnification, and any right to participate in any claim or remedy of the Lender against Borrower, Guarantor or any Holder of Notes against collateral which the IssuerLender 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 IssuerBorrower or Guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note security on account of such claim or other rights, until such time as the Guaranteed Obligations shall have been indefeasibly paid in full in cash and all commitments under the Credit Agreement shall have permanently terminated. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Notes 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 HoldersLender, and shall forthwith be paid to the Trustee for the benefit of such Holders Lender to be credited and applied upon against the NotesGuaranteed Obligations, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall 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 10.05 2.6 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been all Obligations are paid in full, each Guarantor hereby irrevocably waives any claim claims or other rights which it may now or hereafter acquire against the Issuer Company that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under its Note Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim - 91 - or remedy of any Holder of Notes against the IssuerCompany, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerCompany, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note 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 the Notes 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, and shall shall, forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 10.6 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until payment in full in cash of the Notes have been paid in fullNotes, each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer Company that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations 's Obligations under its Note this Subsidiary Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the IssuerCompany, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerCompany, directly or indirectly, in cash or other property or by set-off setoff or in any other manner, payment or Note 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 the Notes 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 HoldersHolders of the Notes, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 11.7 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been Loans are indefeasibly paid in full, each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer Borrower that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under its Note Guarantee and this IndentureAgreement, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes Lender against the IssuerBorrower, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerBorrower, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding 109 102 sentence and the Notes Loans 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 HoldersLenders, and shall forthwith be paid to the Trustee Collateral Agent for the benefit of such Holders Lenders to be credited and applied upon the NotesLoans, whether matured or unmatured, in accordance with the terms of this IndentureAgreement. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture Agreement and that the waiver set forth in this Section 10.05 10.8 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been paid in full, each Each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance per- formance or enforcement of such Guarantor’s obligations under its Note Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exonerationexonera- tion, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the Issuer, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Notes 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 HoldersHolders of the Notes, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 10.04 is knowingly made in contemplation of such benefits. ARTICLE ELEVENSECTION 10.05.

Waiver of Subrogation. Until all Obligations under the Notes have been are paid in full, each Guarantor hereby irrevocably waives any claim claims or other rights which it may now or hereafter acquire against the Issuer Company that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations the Guarantors’ Obligations under its Note Guarantee and this Indenture, including, without limitation, including any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the IssuerCompany, 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 IssuerCompany, directly or indirectly, in cash or other property or by set-off setoff or in any other manner, payment or Note security on account of such claim or other rights. If any amount shall be paid to any Guarantor the Guarantors in violation of the preceding sentence and the Notes shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor the Guarantors for the benefit of, and held in trust for the benefit of, the Holders, and shall forthwith be paid to the Trustee for the benefit of such the Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 10.03 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been paid in full, each Each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under its Note Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the Issuer, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the any series of Notes 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 HoldersHolders of such Notes, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 10.04 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until all Notes Obligations under the Notes have been and this Indenture are paid in full, each Guarantor hereby irrevocably waives any claim claims or other rights which it may now or hereafter acquire against the Issuer Company that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under its Note the Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the IssuerCompany, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerCompany, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note 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 the Notes 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, and shall shall, forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 10.6 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until all Obligations under the Notes have been and this Indenture are paid in full, each Guarantor Guarantor, hereby irrevocably waives any claim claims or other rights which it may now or hereafter acquire against the Issuer Company that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under its Note the Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the IssuerCompany, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerCompany, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note 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 the Notes 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, and shall shall, forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 10.6 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been all Obligations are paid in full, each Guarantor hereby irrevocably waives any claim claims or other rights which it may now or hereafter acquire against the Issuer Issuers that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under its Note the Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the IssuerIssuers, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerIssuers, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note 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 the Notes 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, and shall shall, forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 10.6 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until So long as the Notes have been paid in fullGuarantees remain outstanding, each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under its Note the Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the Issuer, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Notes 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 HoldersHolders of the Notes, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 10.06 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been paid in full, each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer Issuers that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under its Note Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the IssuerIssuers, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerIssuers, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Notes 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, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN

Waiver of Subrogation. Until Each Guarantor, by execution of its Guarantee, waives to the Notes have been paid in full, each Guarantor hereby irrevocably waives extent permitted by law any claim or other rights which it may now or hereafter acquire against the Issuer Company that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under its Note such Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the IssuerCompany, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerCompany, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Notes 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, 119 the HoldersHolders of the Notes, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges Guarantor, by execution of its Guarantee, will acknowledge that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 13.06 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN---------------

Waiver of Subrogation. Until the Notes have been all Obligations are paid in full, full each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer Company that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under its Note Guarantee the Guarantees and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes Securities against the IssuerCompany, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerCompany, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note 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 the Notes 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 HoldersHolders of the Securities, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the NotesSecurities, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 10.7 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been all Subsidiary Guarantee Obligations are paid in full, each Guarantor hereby irrevocably waives any claim claims or other rights which it may now or hereafter acquire against the Issuer Company that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under its Note Subsidiary Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes Securities against the IssuerCompany, whether or not such claim, remedy or right arises in equity, or under contract, -107- statute or common law, including, without limitation, the right to take or receive from the IssuerCompany, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note 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 the Notes Securities 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 HoldersHolders of the Securities, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmaturedSecurities, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 10.06 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been all Obligations are paid in full, each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the any Issuer that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under its Note Guarantee the Guarantees and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes Securities against the any Issuer, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the any Issuer, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note 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 the Notes 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 HoldersHolders of the Securities, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the NotesSecurities, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 10.7 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been all Obligations are paid in full, full each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer Company that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under its Note Guarantee the Guarantees and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the IssuerCompany, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerCompany, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note 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 the Notes 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 HoldersHolders of the Notes, and shall shall, subject to the provisions of Section 11.02, Article Ten and Article Twelve, forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 11.08 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN120 -112-

Waiver of Subrogation. Until all Obligations under the Notes have been and this Indenture are paid in full, each Guarantor Guarantor, hereby irrevocably waives any claim claims or other rights which it may now or hereafter acquire against the Issuer Company that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under its Note the Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the IssuerCompany, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerCompany, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note 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 the Notes 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, and shall shall, forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 10.06 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been all Obligations are paid in full, each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer Company that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations 's Obligations under its Note this Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the IssuerCompany, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerCompany, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note 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 the Notes 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, and shall shall, subject to the provisions of Section 11.02 and Article Ten, forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 11.08 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been paid in full, each Each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under its Note Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the Issuer, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Notes 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 HoldersHolders of the Notes, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 10.04 is knowingly made in contemplation of such benefits. ARTICLE ELEVENSECTION 10.05.

Waiver of Subrogation. Until the Notes have been paid in full, each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer Company that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under its Note Guarantee and this IndentureAgreement, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the IssuerCompany, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerCompany, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note Notes on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Notes 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, and shall forthwith be paid to the Trustee Administrative Agent for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this IndentureAgreement. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture Agreement and that the waiver set forth in this Section 10.05 10.04 is knowingly made in contemplation of such benefits. ARTICLE ELEVENELEVEN MISCELLANEOUS

Waiver of Subrogation. Until all Obligations under the Notes have been and this Indenture are paid in full, each Guarantor Guarantor, hereby irrevocably waives any claim claims or other rights which it may now or hereafter acquire against the Issuer Company that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under its Note the Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the IssuerCompany, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerCompany, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note 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 the Notes 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, and shall shall, forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 10.6 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been paid in full, each Each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer Company that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under its Note Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the IssuerCompany, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerCompany, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Notes 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, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 5.05 is knowingly made in contemplation of such benefits. ARTICLE ELEVENSIX Defeasance

Waiver of Subrogation. Until all of the obligations under the Notes have been paid and the Guarantees are satisfied in full, each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer Company that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under its Note Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the IssuerCompany, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerCompany, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Notes 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 HoldersHolders of the Notes, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 10.06 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been paid in full, each Each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer Company or any other Guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under its this Guaranty or any other Note Guarantee and this IndentureDocument, including, without limitation, including any right of subrogation, reimbursement, exoneration, exoneration or indemnification, and any right to participate in any claim or remedy of any Holder of Notes Purchaser against the IssuerCompany or any other Guarantor or any collateral which any Purchaser 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 IssuerCompany or any other Guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note security on account of such claim or other rights, until such time as the Guaranteed Obligations shall have been indefeasibly paid in full in cash. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Notes 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 HoldersPurchasers, and shall forthwith be paid to the Trustee for the benefit of such Holders Purchasers to be credited and applied upon against the NotesGuaranteed Obligations, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture the Note Purchase Agreement and that the waiver set forth in this Section 10.05 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been paid in full, each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer Borrower that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under its Note Guarantee and this IndentureGuaranty or any other Loan Document, including, without limitation, including any right of subrogation, reimbursement, exoneration, or indemnification, and any right to participate in any claim or remedy of Lender against Borrower or any Holder of Notes against the Issuercollateral which Lender 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 IssuerBorrower, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note 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 the Notes Guaranteed Obligations shall not have been paid in fullcash in full and all the obligations of Borrower pursuant to the Credit Agreement, the Note and the other Loan Documents shall not have been terminated, such amount shall have been be deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit offor, the HoldersLender, and shall forthwith be paid to the Trustee for the benefit of such Holders Lender to be credited and applied upon the NotesGuaranteed Obligations, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall 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 10.05 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until all the obligations under the Notes have been paid and the Note Guarantees are satisfied in full, each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer Company that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under its Note Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the IssuerCompany, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerCompany, directly or indirectly, in cash or other property Property or by set-off or in any other manner, payment or Note on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Notes 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 HoldersHolders of the Notes, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 10.04 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been all Obligations are paid in full, each Guarantor hereby irrevocably waives any claim claims or other rights which it may now or hereafter acquire against the Issuer Company that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under its Note Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the IssuerCompany, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerCompany, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note security on account of such claim or other rights. If any amount shall be 71 paid to any Guarantor in violation of the preceding sentence and the Notes 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 Holders, and shall shall, forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the NotesSecurities, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 1506 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been all Obligations are paid in full, each Guarantor hereby irrevocably waives any claim claims or other rights which it may now or hereafter acquire against the Issuer Issuers that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under its Note the Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the IssuerIssuers, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerIssuers, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note 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 the Notes 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, and shall shall, forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 11.6 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been all Obligations are paid in full, full each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer Company that arise from the existence, payment, performance or enforcement of such Guarantor’s 's obligations under its Note Guarantee the Guarantees and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the IssuerCompany, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the IssuerCompany, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note 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 the Notes 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 HoldersHolders of the Notes, and shall shall, subject to the provisions of Section 11.2, Article X and Article XII, forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 11.8 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.

Waiver of Subrogation. Until the Notes have been all obligations are paid in full, each Guarantor hereby irrevocably waives any claim claims or other rights which it may now or hereafter acquire against the Issuer Company that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under its Note Guarantee and this Indenture, including, without limitation, including any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the IssuerCompany, 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 IssuerCompany, directly or indirectly, in cash or other property or by set-off setoff or in any other manner, payment or Note 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 the Notes 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, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it shall will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 11.06 is knowingly made in contemplation of such benefits. ARTICLE ELEVEN.