Common use of Waiver of Subrogation Clause in Contracts

Waiver of Subrogation. Each Subsidiary Guarantor hereby irrevocably waives any claim or other rights that it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes and this Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary Guarantee and this Indenture, 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 Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all of the Notes are discharged and paid in full. 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 be deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the 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 Indenture.

Waiver of Subrogation. Each Subsidiary The Guarantor hereby irrevocably waives to the extent permitted by applicable Law and until such time as the Guaranteed Obligations shall have been paid in full in cash and the Commitments have irrevocably terminated, any claim or other rights that which it may now or hereafter acquire against the Company Borrowers or any other Loan Party that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes and this Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary Guarantee and this IndentureGuaranty or any other Loan Document, 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 Lender Party against the CompanyBorrowers or any other Loan Party or any collateral which any Lender Party now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statute contract or common law, until this Indenture is discharged and all of the Notes are discharged and paid in fullLaw. If any amount shall be paid to any Subsidiary the Guarantor in violation of the preceding sentence and the Notes shall not have been paid in fullsentence, such amount shall be deemed to have been paid to such Subsidiary the Guarantor for the benefit of, and held in trust for the benefit offor, the Holders of the NotesLender Parties, and shall forthwith be paid to the Trustee for Administrative Agent on behalf of the benefit of such Holders Lender Parties to be credited and applied upon against the NotesGuaranteed Obligations, whether matured or unmatured, . The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Credit Agreement and that the waiver set forth in accordance with the terms this Section is knowingly made in contemplation of this Indenturesuch benefits.

Waiver of Subrogation. Each Subsidiary Guarantor hereby irrevocably waives any claim or other rights that it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes and this Supplemental Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary Guarantee and this Supplemental Indenture, 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 Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Supplemental Indenture is discharged and all of the Notes are discharged and paid in full. 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 be have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the 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 Supplemental Indenture.

Waiver of Subrogation. Each Subsidiary Guarantor hereby irrevocably Guarantor, by execution of this Indenture, waives to the extent permitted by law any claim or other rights that which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes and this Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary 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 the Notes against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment on account of the Notes are discharged and paid in fullsuch 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 be have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the 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 Indenture. Each 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 10.03 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Each Subsidiary Note Guarantor hereby irrevocably waives any claim or other rights that it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes and this Indenture or such Subsidiary Note Guarantor’s obligations under its Subsidiary Note Guarantee and this Indenture, 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 Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all of the Notes are discharged and paid in full. If any amount shall be paid to any Subsidiary Note Guarantor in violation of the preceding sentence and the Notes shall not have been paid in full, such amount shall be have been deemed to have been paid to such Subsidiary Note Guarantor for the benefit of, and held in trust for the benefit of, the 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 Indenture.

Waiver of Subrogation. Each Subsidiary Guarantor hereby irrevocably waives any claim or other rights that it may now or hereafter acquire against the Company Issuers that arise from the existence, payment, performance or enforcement of the Company’s Issuers’ obligations under the Notes and this Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary Guarantee and this Indenture, 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 CompanyIssuers, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all of the Notes are discharged and paid in full. 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 be deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the 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 Indenture.

Waiver of Subrogation. Each Subsidiary Guarantor hereby irrevocably waives any claim or other rights that it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes and this Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary Guarantee and this Indenture, 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 Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all of the Notes are discharged and paid in full. 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 be deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the 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 Indenture.

Waiver of Subrogation. Each Subsidiary Guarantor hereby irrevocably waives any claim or other rights that which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes and this Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary 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 Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of the Notes are discharged and paid in fullsuch 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 be deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the NotesHolders, and shall shall, subject to the provisions of Section 10.2, 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 will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.7 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Each Subsidiary Guarantor Grantor hereby irrevocably waives to the extent permitted by applicable Law and until such time as the Secured Obligations shall have been paid in full in cash (on terms and pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent) and all the Commitments have irrevocably terminated, any claim or other rights that it which such Grantor may now or hereafter acquire against the Company each Borrower or any other Loan Party that arise arises from the existence, payment, performance or enforcement of the Companysuch Grantor’s obligations under the Notes and this Indenture Agreement or such Subsidiary Guarantor’s obligations under its Subsidiary Guarantee and this Indentureany other Loan Document, 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 Lender Party against the Companyeach Borrower or any other Loan Party or any collateral which any Lender Party now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, equity or under contract, statute contract or common law, until this Indenture is discharged and all of the Notes are discharged and paid in fullLaw. If any amount shall be paid to any Subsidiary Guarantor Grantor in violation of the preceding sentence and the Notes shall not have been paid in fullsentence, such amount shall be deemed to have been paid to such Subsidiary Guarantor Grantor for the benefit of, and held in trust for the benefit offor, the Holders of the NotesLender Parties, and shall forthwith be paid to the Trustee for the benefit of such Holders Administrative Agent to be credited and applied upon against the NotesSecured Obligations, whether matured or unmatured, . Each Grantor acknowledges that such Grantor will receive direct and indirect benefits for the financing arrangements contemplated by the Credit Agreement and that the waiver set forth in accordance with the terms this Section is knowingly made in contemplation of this Indenturesuch benefits.

Waiver of Subrogation. Each Parent Guarantor and each Subsidiary Guarantor hereby irrevocably waives any claim or other rights that it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes and this Indenture or such Parent Guarantor’s or Subsidiary Guarantor’s obligations under its Parent Guarantee or Subsidiary Guarantee and this Indenture, 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 Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all of the Notes are discharged and paid in full. If any amount shall be paid to any Parent Guarantor or Subsidiary Guarantor in violation of the preceding sentence and the Notes shall not have been paid in full, such amount shall be deemed to have been paid to such Parent Guarantor or Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the 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 Indenture.

Waiver of Subrogation. Each Subsidiary Guarantor The Company hereby irrevocably waives any claim or other rights that which it may now or hereafter acquire against the Company Issuer that arise from the existence, payment, performance or enforcement of the Company’s 's obligations under the Notes and this Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary Guarantee Guarantee, the Indemnity 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 Company, Issuer whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all including, without limitation, the right to take or receive from the Issuer, directly or indirectly, in cash or other property or by setoff or in any other manner, payment or security on account of the Notes are discharged and paid in fullsuch claim or other rights. If any amount shall be paid to any Subsidiary Guarantor the Company in violation of the preceding sentence and the Notes shall not have been paid in full, ; such amount shall be have been deemed to have been paid to such Subsidiary Guarantor the Company for the benefit of, and held in trust for the benefit of, the Holders of the NotesSecurities, 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. The Company acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.04 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Each Subsidiary Guarantor hereby irrevocably waives any claim or other rights that which it may now or hereafter acquire against the Company Issuer that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes and this Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary Note 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 CompanyIssuer, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all 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 the Notes are discharged and paid in fullsuch 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 be have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the NotesHolders, 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 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.

Waiver of Subrogation. Each Subsidiary Guarantor hereby irrevocably waives any claim or other rights that it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes and this Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary Guarantee and this Indenture, 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 Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all of the Notes are discharged and paid in full. 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 be deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the 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 Indenture.

Waiver of Subrogation. Each Subsidiary Guarantor Guarantor, if any, hereby irrevocably waives any claim or other rights that it may now or hereafter acquire against the Company Issuers that arise from the existence, payment, performance or enforcement of the Company’s Issuers’ obligations under the Notes and this Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary Guarantee and this Indenture, 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 CompanyIssuers, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all of the Notes are discharged and paid in full. 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 be deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the 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 Indenture.

Waiver of Subrogation. Each Subsidiary Guarantor hereby irrevocably waives any claim or other rights that it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes and this Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary Guarantee and this Indenture, 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 Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all of the Notes are discharged and paid in full. 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 be deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the NotesHolders, 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.

Waiver of Subrogation. Each Subsidiary Guarantor hereby irrevocably waives waives, until and unless all of the Obligations guaranteed hereby are indefeasibly discharged, any claim or other rights that which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s such Guarantor's obligations under the Notes and this Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary Guarantee Guarantees 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 Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of the Notes are discharged and paid in fullsuch 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 be have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the 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 Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.07 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Each Subsidiary Until all guaranteed obligations under this Indenture and with respect to all Notes are paid in full, each Guarantor hereby irrevocably waives any claim or other rights that which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Companysuch Guarantor’s obligations under the Guarantee of the Notes and this Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary 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 Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note on account of the Notes are discharged and paid in fullsuch 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 be have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the 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 Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.07 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Each Subsidiary Until such time as the Notes and the other Obligations of the Company guaranteed hereof have been satisfied in full, each Guarantor hereby irrevocably waives any claim or other rights that which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes and this Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary Note 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 Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note on account of the Notes are discharged and paid in fullsuch 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 be have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the NotesHolders, 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 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.

Waiver of Subrogation. Each Subsidiary Guarantor hereby irrevocably waives any claim or other rights that which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes and this Indenture or such Subsidiary Guarantor’s 's obligations under its Subsidiary Note 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 Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note on account of the Notes are discharged and paid in fullsuch 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 be have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the 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 Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.06 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Each Subsidiary Guarantor hereby irrevocably waives any claim or other rights that which it may now or hereafter acquire against the Company Issuer that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes and this Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary 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 CompanyIssuer, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all 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 Security on account of the Notes are discharged and paid in fullsuch 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 be have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the NotesHolders, 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 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.

Waiver of Subrogation. Each Subsidiary Note Guarantor hereby irrevocably waives any claim or other rights that it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s 's obligations under the Notes and this Indenture or such Subsidiary Note Guarantor’s 's obligations under its Subsidiary Note 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 Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all of the Notes are discharged and paid in full. If any amount shall be paid to any Subsidiary a Note Guarantor in violation of the preceding sentence and the Notes shall not have been paid in full, such amount shall be have been deemed to have been paid to such Subsidiary Note Guarantor for the benefit of, and held in trust for the benefit of, the 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 Indenture.

Waiver of Subrogation. Each Subsidiary Guarantor hereby irrevocably waives Until the Obligations are paid in full or satisfaction of the conditions specified in Section 2.3, and except for Borrower’s repayment of the Intercompany Loans, which may occur at any time that this Agreement is in effect, the Company shall not enforce or exercise any claim or other rights that which it may now or hereafter acquire against the Company Borrower that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes and this Indenture Agreement or such Subsidiary Guarantor’s obligations under its Subsidiary Guarantee and this Indentureany other Loan Document, including any right of subrogation, reimbursement, exoneration, or indemnification, and any right to participate in any claim or remedy of any Holder of Notes the Administrative Agent or Lender against the CompanyBorrower 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, until this Indenture is discharged and all including the right to take or receive from the Borrower, directly or indirectly, in cash or other property or by set-off or in any manner, payment or security on account of the Notes are discharged and paid in fullsuch claim or other rights. If any amount shall be paid to any Subsidiary Guarantor Company in violation of the preceding sentence and the Notes shall not have been paid in fullsentence, such amount shall be deemed to have been paid to such Subsidiary Guarantor Company for the benefit of, and held in trust for the benefit offor, the Holders of the NotesLender, and shall forthwith be paid to the Trustee Administrative Agent for the benefit of such Holders the Lender by the Company to be credited and applied upon the NotesObligations, whether matured or unmatured, . Company acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Credit Agreement and that the waiver set forth in accordance with the terms this Section is knowingly made in contemplation of this Indenturesuch benefits.

Waiver of Subrogation. Each Subsidiary Guarantor hereby irrevocably waives any claim or other rights that it may now or hereafter acquire against the Company any Issuer that arise from the existence, payment, performance or enforcement of the Companysuch Issuer’s obligations under the Notes and this Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary Guarantee and this Indenture, 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 Companysuch Issuer, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all of the Notes are discharged and paid in full. 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 be deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the 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 Indenture.

Waiver of Subrogation. Each Subsidiary Until all guaranteed obligations under this Indenture and with respect to all Notes are paid in full, each Guarantor hereby irrevocably waives any claim or other rights that which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Companysuch Guarantor’s obligations under the Guarantee of the Notes and this Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary 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 Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note on account of the Notes are discharged and paid in fullsuch 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 be have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the 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 Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.07 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Each Subsidiary Until all guaranteed Obligations under the Indenture and with respect to all Notes are paid in full, each Guarantor hereby irrevocably waives any claim or other rights that which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations under the Company’s obligations under Guarantee of the Notes and this Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary Guarantee and this the 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 Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or promissory note on account of the Notes are discharged and paid in fullsuch 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 be have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the 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 the Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and that the waiver set forth in this IndentureSection 11.07 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Each Subsidiary Guarantor hereby irrevocably waives any claim or other rights that it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes Securities and this Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary Guarantee and this Indenture, 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 Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all of the Notes Securities are discharged and paid in full. If any amount shall be paid to any Subsidiary Guarantor in violation of the preceding sentence and the Notes Securities shall not have been paid in full, such amount shall be deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the NotesHolders, 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.

Waiver of Subrogation. Each Subsidiary Guarantor hereby irrevocably waives any claim or other rights that which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s 's obligations under the Notes and this the Indenture or such Subsidiary Guarantor’s 's obligations under its Subsidiary Note Guarantee and this the 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 Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this the Indenture is discharged and all of the Notes are discharged and paid in full. 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 be have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the NotesNotes of such series, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the such Notes, whether matured or unmatured, in accordance with the terms of this the Indenture.

Waiver of Subrogation. Each Subsidiary Guarantor Until the Notes have been paid in full, the Company hereby irrevocably waives any claim or other rights that which it may now or hereafter acquire against the Company Issuer that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes and this Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary Note Guarantee and this Supplemental 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 CompanyIssuer, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all 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 on account of the Notes are discharged and paid in fullsuch claim or other rights. If any amount shall be paid to any Subsidiary Guarantor the Company in violation of the preceding sentence and the Notes shall not have been paid in full, such amount shall be have been deemed to have been paid to such Subsidiary Guarantor the Company for the benefit of, and held in trust for the benefit of, the Holders of the NotesHolders, 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 the Indenture. The Company acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and that the waiver set forth in this IndentureSection 2.5 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Each Subsidiary Guarantor hereby irrevocably waives (a) any claim or other rights that it right which Guarantor may now have or hereafter acquire by way of subrogation under this Guaranty, by law or otherwise or by way of reimbursement, indemnity, exoneration, or contribution; or (b) any right to assert defenses as the primary obligor of the Obligations; or (c) any other claim which it now has or may hereafter acquire against the Lessee or any other person or against or with respect to the Lessee's property (including, without limitation, any property which has been pledged to secure the Obligations); or (d) any right to enforce any remedy which the Trustee may now have or hereafter acquire against the Company that arise from the existenceLessee or any other guarantor, paymentmaker or endorser; in any case, performance or enforcement whether any of the Company’s obligations under the Notes foregoing claims, remedies and this Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary Guarantee and this Indenture, 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 Company, whether or not such claim, remedy or right arises rights may arise in equity, or under contract, statute by payment, statute, common law or common law, until this Indenture is discharged and all otherwise. If in violation of the Notes are discharged and paid in full. If foregoing any amount shall be paid to Guarantor on account of any Subsidiary Guarantor in violation of the preceding sentence and the Notes shall not have been paid in fullsuch rights at any time, such amount shall be deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the Notes, Trustee and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon against the NotesObligations and Expenses, whether matured or unmatured, in accordance with the terms of this Indenturethe Lease.

Waiver of Subrogation. Each Subsidiary Guarantor hereby irrevocably waives any claim or other rights that which it may now or hereafter acquire against the Company Issuer that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes and this Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary 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 CompanyIssuer, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all 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 the Notes are discharged and paid in fullsuch 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 be have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the NotesHolders, 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 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 [INTENTIONALLY OMITTED] ARTICLE TWELVE MISCELLANEOUS

Waiver of Subrogation. Each Subsidiary Guarantor hereby irrevocably waives any claim or other rights that which it may now or hereafter acquire against the Company or any of its Subsidiaries that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes and this Indenture or such Subsidiary Guarantor’s obligations under its this Subsidiary Guarantee and this Supplemental 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 CompanyCompany or any of its Subsidiaries, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all including, without limitation, the right to take or receive from the Company or any of the Notes are discharged and paid its Subsidiaries, directly or indirectly, in fullcash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Subsidiary Guarantor in violation of the preceding sentence and the Notes shall not have been paid in full, such amount shall be have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the 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 Supplemental Indenture. Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Supplemental Indenture and that the waiver set forth in this Section 4.05 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Each Subsidiary Guarantor hereby irrevocably waives any claim or other rights that it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes and this Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary Note Guarantee and this Indenture, 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 Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all of the Notes are discharged and paid in full. 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 be deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the 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 Indenture.

Waiver of Subrogation. Each Subsidiary Guarantor hereby irrevocably waives any claim or other rights that which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes and this Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary 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 Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note on account of the Notes are discharged and paid in fullsuch 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 be have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the 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 Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.07 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Each Subsidiary Guarantor The Grantor hereby irrevocably waives to the extent permitted by applicable Law and until such time as the Secured Obligations shall have been paid in full in cash (on terms and pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent) and all the Commitments have irrevocably terminated, any claim or other rights that which it may now or hereafter acquire against the Company Borrowers or any other Loan Party that arise arises from the existence, payment, performance or enforcement of the CompanyGrantor’s obligations under the Notes and this Indenture Agreement or such Subsidiary Guarantor’s obligations under its Subsidiary Guarantee and this Indentureany other Loan Document, 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 Lender Party against the CompanyBorrowers or any other Loan Party or any collateral which any Lender Party now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, equity or under contract, statute contract or common law, until this Indenture is discharged and all of the Notes are discharged and paid in fullLaw. If any amount shall be paid to any Subsidiary Guarantor the Grantor in violation of the preceding sentence and the Notes shall not have been paid in fullsentence, such amount shall be deemed to have been paid to such Subsidiary Guarantor the Grantor for the benefit of, and held in trust for the benefit offor, the Holders of the NotesLender Parties, and shall forthwith be paid to the Trustee for the benefit of such Holders Administrative Agent to be credited and applied upon against the NotesSecured Obligations, whether matured or unmatured, . The Grantor acknowledges that it will receive direct and indirect benefits for the financing arrangements contemplated by the Credit Agreement and that the waiver set forth in accordance with the terms this Section is knowingly made in contemplation of this Indenture.such benefits

Waiver of Subrogation. Each Subsidiary Guarantor hereby irrevocably waives any claim or other rights that which it may now or hereafter acquire against the Company Publishing that arise from the existence, payment, performance or enforcement of the Company’s such Guarantor's obligations under the Notes and this Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary 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 Senior Notes against the CompanyPublishing, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all including, without limitation, the right to take or receive from Publishing, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of the Notes are discharged and paid in fullsuch claim or other rights. If any amount shall be paid to any Subsidiary Guarantor in violation of the preceding sentence and the Senior Notes shall not have been paid in full, such amount shall be have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the Holders 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 will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.08 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Each Subsidiary Guarantor hereby irrevocably waives any claim or other rights that which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes and this Indenture or such Subsidiary Guarantor’s 's obligations under its Subsidiary 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 Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all of the Notes are discharged and Senior Subordinated Note Obligations shall have been paid in full. 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 be have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, 167 and held in trust for the benefit of, the Holders of the Notes, and shall shall, subject to the subordination provisions of this Article 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.

Waiver of Subrogation. Each Guarantor, by execution of its Subsidiary Guarantor hereby irrevocably Guarantee, waives to the extent permitted by law any claim or other rights that which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s such Guarantor's obligations under the Notes and this Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary 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 the Notes against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment on account of the Notes are discharged and paid in fullsuch 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 be have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the 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 Indenture. Each Guarantor, by execution of its Subsidiary 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 10.4 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Each Subsidiary Until all guaranteed obligations under the Indenture and with respect to all Notes are paid in full, each Guarantor hereby irrevocably waives any claim or other rights that which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Companysuch Guarantor’s obligations under the Guarantee of the Notes and this Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary Guarantee and this the 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 Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note on account of the Notes are discharged and paid in fullsuch 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 be have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the 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 the Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and that the waiver set forth in this IndentureSection 10.07 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Each Subsidiary Guarantor Grantor hereby irrevocably waives to the extent permitted by applicable Law and until such time as the Secured Obligations shall have been paid in full in cash (on terms and pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent) and all the Commitments have irrevocably terminated, any claim or other rights that which it may now or hereafter acquire against the Company Borrowers or any other Loan Party that arise arises from the existence, payment, performance or enforcement of the Companysuch Grantor’s obligations under the Notes and this Indenture Agreement or such Subsidiary Guarantor’s obligations under its Subsidiary Guarantee and this Indentureany other Loan Document, 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 Lender Party against the CompanyBorrowers or any other Loan Party or any collateral which any Lender Party now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, equity or under contract, statute contract or common law, until this Indenture is discharged and all of the Notes are discharged and paid in fullLaw. If any amount shall be paid to any Subsidiary Guarantor Grantor in violation of the preceding sentence and the Notes shall not have been paid in fullsentence, such amount shall be deemed to have been paid to such Subsidiary Guarantor Grantor for the benefit of, and held in trust for the benefit offor, the Holders of the NotesLender Parties, and shall forthwith be paid to the Trustee for the benefit of such Holders Administrative Agent to be credited and applied upon against the NotesSecured Obligations, whether matured or unmatured, . Each Grantor acknowledges that it will receive direct and indirect benefits for the financing arrangements contemplated by the Credit Agreement and that the waiver set forth in accordance with the terms this Section is knowingly made in contemplation of this Indenture.such benefits

Waiver of Subrogation. Each Subsidiary Until all Obligations under the Notes are paid in full, any Parent Guarantor hereby irrevocably waives any claim claims or other rights that which it may now or hereafter acquire against the Company Issuer that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes and this Indenture or such Subsidiary any Parent Guarantor’s obligations Obligations under its Subsidiary Note Guarantee and this Indenture, 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 CompanyIssuers, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all including the right to take or receive from the Issuers, directly or indirectly, in cash or other property or by setoff or in any other manner, payment or security on account of the Notes are discharged and paid in fullsuch claim or other rights. If any amount shall be paid to any Subsidiary Parent Guarantor in violation of the preceding sentence and the Notes shall not have been paid in full, such amount shall be have been deemed to have been paid to such Subsidiary any Parent Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the NotesHolders, 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.

Waiver of Subrogation. Each Subsidiary Guarantor hereby irrevocably waives any claim or other rights that which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations such Guarantor's Obligations under the Notes and this Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary 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 Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of the Notes are discharged and paid in fullsuch 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 be have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the 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 Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.08 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Each Until all Obligations under each of the Subsidiary Guarantor Guarantees, the Notes and this Indenture are paid in full, each of the Subsidiary Guarantors hereby irrevocably waives any claim claims or other rights that it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes and this Indenture or such Subsidiary Guarantor’s its obligations under its Subsidiary Guarantee and this Indenture, including including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, indemnification and any right to participate in any claim or remedy of any Holder of Notes against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of the Notes are discharged and paid in fullsuch claim or other rights. If any amount shall be paid to any of the Subsidiary Guarantor Guarantors in violation of the preceding sentence and the Notes shall not have been paid in full, such amount shall be have been deemed to have been paid to such Subsidiary Guarantor Person for the benefit of, and held in trust for the benefit of, the Holders of the Notes, 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 of the Subsidiary Guarantors acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.06 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Each Subsidiary Debenture Guarantor hereby irrevocably waives any claim or other rights that which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s 's obligations under the Notes Securities of either series and this Indenture or such Subsidiary Debenture Guarantor’s 's obligations under its Subsidiary Debenture 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 Securities of either series against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all of the Notes Securities of both series are discharged and paid in full. If any amount shall be paid to any Subsidiary Debenture Guarantor in violation of the preceding sentence and the Notes Securities of the relevant series shall not have been paid in full, such amount shall be have been deemed to have been paid to such Subsidiary Debenture Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the NotesSecurities of such series, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notessuch Securities, whether matured or unmatured, in accordance with the terms of this Indenture.

Waiver of Subrogation. Each Subsidiary Until all guaranteed obligations under this Indenture and with respect to all Notes are paid in full, each Guarantor hereby irrevocably waives any claim or other rights that which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Companysuch Guarantor’s obligations under the Notes and this Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary Guarantee and this Indenture, including including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, indemnification and any right to participate in any claim or remedy of any Holder of Notes against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of the Notes are discharged and paid in fullsuch 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 be have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, of the Holders of the Notes, and shall forthwith be paid to the Trustee trustee 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 Indenture, Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.7 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Each Subsidiary Until all guaranteed obligations under the Indenture and with respect to all Notes are paid in full, each Guarantor hereby irrevocably waives any claim or other rights that which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Companysuch Guarantor’s obligations under the Guarantee of the Notes and this Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary Guarantee and this the 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 Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of the Notes are discharged and paid in fullsuch 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 be have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the 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 the Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and that the waiver set forth in this IndentureSection 2.07 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Each Subsidiary Guarantor hereby irrevocably waives any claim or other rights that it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes and this Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary Guarantee and this Indenture, 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 Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all of the Notes are discharged and paid in full. 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 be deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the 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 Indenture. Section 1306.

Waiver of Subrogation. Each Subsidiary Guarantor hereby irrevocably waives any claim or other rights that which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes and this Indenture or such Subsidiary Guarantor’s 's obligations under its Subsidiary Note 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 Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note on account of the Notes are discharged and paid in fullsuch 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 be have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the 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 Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.04 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Each Subsidiary Guarantor Without limiting the generality of the foregoing, while this Agreement is in effect, Pledgor hereby irrevocably waives (a) any claim or other rights that which it may now acquire by way of subrogation under this Agreement, whether such subrogation rights arise by any payment made hereunder or hereafter acquire against any set-off or application of funds of Pledgor by the Company that arise from the existenceCollateral Agent or otherwise, payment, performance or enforcement of the Company’s obligations under the Notes and this Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary Guarantee and this Indenture, including (b) any right of subrogation, reimbursement, exoneration, indemnification, and reimbursement or contribution against any right to participate in of the Transaction Parties or any claim other security or remedy of any Holder of Notes against the Company, whether or not such claim, remedy guarantee or right arises in equityof offset held by the Collateral Agent therefor. If, or under contractnotwithstanding the preceding sentence, statute or common law, until this Indenture is discharged and all of the Notes are discharged and paid in full. If any amount shall be paid to Pledgor on account of any Subsidiary Guarantor subrogation rights in violation of the preceding sentence connection with this Agreement at any time when any OPNY Lender shall have any OPNY Commitment outstanding and any OPMW Lender shall have any OPMW Commitment outstanding and the OPNY Notes and the OPMW Notes, together with interest, and all other Secured Obligations shall not have been paid in full, such amount shall be deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held by Pledgor in trust for the benefit of, the Holders of the Notes, and shall forthwith be paid to the Trustee Collateral Agent for the benefit of such Holders the Secured Parties, segregated from other funds of Pledgor, and shall, forthwith upon receipt by Pledgor, be turned over to the Collateral Agent in the exact form received by Pledgor (duly endorsed by, Pledgor to the Collateral Agent, if required), to be credited and applied upon the Notes, whether matured or unmatured, as provided in accordance with the terms of this IndentureSection 12.

Waiver of Subrogation. Each Subsidiary Guarantor hereby irrevocably waives any claim or other rights that which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes and this Indenture or such Subsidiary Guarantor’s 's obligations under its Subsidiary 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 Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note on account of the Notes are discharged and paid in fullsuch 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 be have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the 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 Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.06 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Each Subsidiary Guarantor hereby irrevocably waives any claim or other rights that which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes and this Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary Note 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 Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note on account of the Notes are discharged and paid in fullsuch 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 be have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the 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 Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.04 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Each Subsidiary Until such time as the Notes and the other Obligations of the Company Guaranteed hereof have been satisfied in full, each Guarantor hereby irrevocably waives any claim or other rights that which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes and this Indenture or such Subsidiary Guarantor’s 's obligations under its Subsidiary 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 Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note on account of the Notes are discharged and paid in fullsuch 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 be have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the NotesHolders, 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 will receive direct and indirect benefits from the -91- 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.

Waiver of Subrogation. Each Subsidiary Guarantor hereby irrevocably waives any claim or other rights that it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s 's obligations under the Notes and this Indenture or such Subsidiary Guarantor’s 's obligations under its Subsidiary 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 Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all of the Notes are discharged and paid in full. If any amount shall be paid to any a Subsidiary Guarantor in violation of the preceding sentence and the Notes shall not have been paid in full, such amount shall be have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the 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 Indenture.

Waiver of Subrogation. Each Subsidiary Guarantor Guarantor, if any, hereby irrevocably waives any claim or other rights that it may now or hereafter acquire against the Company Issuers that arise from the existence, payment, performance or enforcement of the Company’s Issuers' obligations under the Notes and this Indenture or such Subsidiary Guarantor’s 's obligations under its Subsidiary Guarantee and this Indenture, 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 CompanyIssuers, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all of the Notes are discharged and paid in full. 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 be deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the 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 Indenture.

Waiver of Subrogation. Each Subsidiary Guarantor hereby irrevocably waives any claim or other rights that which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s such Guarantor's obligations under the Notes and this Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary Guarantee Guarantees and this Indenture, including including, without limitation, any right of subrogation, reimbursement, exoneration, exoneration or indemnification, and any right to participate in any claim or remedy of any Holder of Notes Securities against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of the Notes are discharged and paid in fullsuch claim or other rights. If any amount shall be paid to any Subsidiary Guarantor in violation of the preceding sentence and the Notes Securities shall not have been paid in full, such amount shall be have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the NotesSecurities, 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 will receive direct or indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.07 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Each Subsidiary Guarantor hereby irrevocably Guarantor, by execution of the Indenture, waives to the extent permitted by law any claim or other rights that which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes and this Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary Guarantee and this the 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 Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment on account of the Notes are discharged and paid in fullsuch 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 be have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the 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 the Indenture. Each Subsidiary Guarantor, by execution of its Subsidiary Guarantee, shall acknowledge that it shall receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and that the waiver set forth in this Indenture‎Section 10.04 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Each Subsidiary Until all the Notes and all other payment obligations of the Company hereunder or under any Notes are paid in full, each Guarantor hereby irrevocably waives any claim claims or other rights that which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s such Guarantor's obligations under the Notes and this Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary Guarantee and this the Indenture, including including, without limitation, any right of subrogation, 9091443 06121973 reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of the Notes are discharged and paid in fullsuch claim or other rights. If any amount shall be paid to any Subsidiary Guarantor in violation of the preceding sentence and the Notes Securities shall not have been paid in full, such amount shall be have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the NotesHolders, 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 the Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and that the waiver set forth in this IndentureSection 2.9(e) is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Each Subsidiary Note Guarantor hereby irrevocably waives any claim or other rights that it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s 's obligations under the Notes Securities and this Indenture or such Subsidiary Note Guarantor’s 's obligations under its Subsidiary Note Guarantee and this Indenture, 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 Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all of the Notes Securities and other Guaranteed Obligations are discharged and paid in full. If any amount shall be paid to any Subsidiary a Note Guarantor in violation of the preceding sentence and the Notes Securities and other Guaranteed Obligations shall not have been paid in full, such amount shall be have been deemed to have been paid to such Subsidiary Note Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the NotesSecurities, and shall forthwith be paid to the Trustee for the benefit of such the Holders to be credited and applied upon the NotesSecurities, whether matured or unmatured, in accordance with the terms of this Indenture.

Waiver of Subrogation. Each Subsidiary Guarantor The Company hereby irrevocably waives any claim or other rights that which it may now or hereafter acquire against the Company Issuers that arise from the existence, payment, performance or enforcement of the Company’s 's obligations under the Notes and this Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary Guarantee Guaranty, the Indemnity 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 Securities against the Company, Issuers whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all including, without limitation, the right to take or receive from the Issuers, directly or indirectly, in cash or other property or by setoff or in any other manner, payment or security on account of the Notes are discharged and paid in fullsuch claim or other rights. If any amount shall be paid to any Subsidiary Guarantor the Company in violation of the preceding sentence and the Notes Securities shall not have been paid in full, such amount shall be have been deemed to have been paid to such Subsidiary Guarantor the Company for the benefit of, and held in trust for the benefit of, the Holders of the NotesSecurities, 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. The Company acknowledges that it will 102 receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.04 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Each Subsidiary Guarantor hereby irrevocably waives any claim or other rights that it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s 's obligations under the Notes and this Indenture or such Subsidiary Guarantor’s 's obligations under its Subsidiary 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 Company, whether or not such claim, 111 remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all of the Notes are discharged and paid in full. If any amount shall be paid to any a Subsidiary Guarantor in violation of the preceding sentence and the Notes shall not have been paid in full, such amount shall be have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the 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 Indenture.

Waiver of Subrogation. Each Subsidiary Guarantor The Company hereby irrevocably waives any claim or other rights that which it may now or hereafter acquire against the Company Issuers that arise from the existence, payment, performance or enforcement of the Company’s 's obligations under the Notes and this Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary Guarantee Guaranty, the Indemnity 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 Securities against the Company, Issuers whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all including, without limitation, the right to take or receive from the Issuers, directly or indirectly, in cash or other property or by setoff or in any other manner, payment or security on account of the Notes are discharged and paid in fullsuch claim or other rights. If any amount shall be paid to any Subsidiary Guarantor the Company in violation of the preceding sentence and the Notes Securities shall not have been paid in full, such amount shall be have been deemed to have been paid to such Subsidiary Guarantor the Company for the benefit of, and held in trust for the benefit of, the Holders of the NotesSecurities, 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. The Company acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 12.04 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Each Subsidiary Guarantor hereby irrevocably waives any claim or other rights that which it may now or hereafter acquire against the Company or any of its Subsidiaries that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes and this Indenture or such Subsidiary Guarantor’s 's obligations under its this Subsidiary Guarantee and this Supplemental 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 CompanyCompany or any of its Subsidiaries, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all including, without limitation, the right to take or receive from the Company or any of the Notes are discharged and paid its Subsidiaries, directly or indirectly, in fullcash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Subsidiary Guarantor in violation of the preceding sentence and the Notes shall not have been paid in full, such amount shall be have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the 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 Supplemental Indenture. Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Supplemental Indenture and that the waiver set forth in this Section 4.05 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Each Subsidiary Until all of the obligations under the Notes and the Note Guarantees are satisfied in full, each Guarantor hereby irrevocably waives any claim or other rights that which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes and this Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary Note 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 Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note on account of the Notes are discharged and paid in fullsuch 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 be have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the 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 Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Each Subsidiary Note Guarantor hereby irrevocably waives any claim or other rights that it may now or hereafter acquire against the Company either Issuer that arise from the existence, payment, performance or enforcement of the Company’s such Issuer's obligations under the Notes and this Indenture or such Subsidiary Note Guarantor’s 's obligations under its Subsidiary Note Guarantee and this Indenture, 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 Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all of the Notes are discharged and paid in full. If any amount shall be paid to any Subsidiary Note Guarantor in violation of the preceding sentence and the Notes shall not have been paid in full, such amount shall be have been deemed to have been paid to such Subsidiary Note Guarantor for the benefit of, and held in trust for the benefit of, the 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 Indenture.

Waiver of Subrogation. Each Subsidiary Guarantor hereby irrevocably waives waives, until and unless all of the Obligations guaranteed hereby are indefeasibly discharged, any claim or other rights that which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s such Guarantor's obligations under the Notes and this Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary Guarantee Guarantees 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 Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of the Notes are discharged and paid in fullsuch 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 be have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the 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 Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements 72 73 contemplated by this Indenture and that the waiver set forth in this Section 11.08 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Each Subsidiary Until payment in full is made of the Notes and all other obligations of the Company to the Holders or the Trustee on behalf of the Holders hereunder and under the Notes, each Guarantor hereby irrevocably waives any claim or other rights that which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes and this Indenture or such Subsidiary Guarantor’s Guarantors' obligations under its Subsidiary Guarantee and of 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 Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or any other manner, payment or security on account of the Notes are discharged and paid in fullsuch 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 be have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the 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 110 accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Each Subsidiary Guarantor The Company hereby irrevocably waives any claim or other rights that which it may now or hereafter acquire against the Company Issuers that arise from the existence, payment, performance or enforcement of the Company’s 's obligations under the Notes and this Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary Guarantee Guaranty, the Indemnity 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 Securities against the Company, Issuers whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all including, without limitation, the right to take or receive from the Issuers, directly or indirectly, in cash or other property 107 or by setoff or in any other manner, payment or security on account of the Notes are discharged and paid in fullsuch claim or other rights. If any amount shall be paid to any Subsidiary Guarantor the Company in violation of the preceding sentence and the Notes Securities shall not have been paid in full, such amount shall be have been deemed to have been paid to such Subsidiary Guarantor the Company for the benefit of, and held in trust for the benefit of, the Holders of the NotesSecurities, 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. The Company acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 12.04 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Each Subsidiary Guarantor hereby irrevocably waives any claim or other rights that it may now or hereafter acquire against the Company Borrower that arise from the existence, payment, performance or enforcement of the CompanyBorrower’s obligations under the Credit Agreement and the Senior Interim Loan Notes and this Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary Guarantee and this IndentureAgreement, including 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 CompanyBorrower, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture Agreement is discharged and all of the Loans and Senior Interim Loan Notes are discharged and paid in full. If any amount shall be paid to any Subsidiary Guarantor in violation of the preceding sentence and the Loans and Senior Interim Loan Notes shall not have been paid in full, such amount shall be deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the NotesLenders, and shall forthwith be paid to the Trustee Administrative Agent for the benefit of such Holders Lenders to be credited and applied upon the Loans and Senior Interim Loan Notes, whether matured or unmatured, in accordance with the terms of this IndentureAgreement.

Waiver of Subrogation. Each Subsidiary Guarantor hereby irrevocably waives any claim or other rights that which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes and this Indenture or such Subsidiary Guarantor’s obligations 's Obligations under its Subsidiary 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 Securities against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of the Notes are discharged and paid in fullsuch claim or other rights. If any amount shall be paid to any Subsidiary Guarantor in violation of the preceding sentence and the Notes Securities shall not have been paid in full, such amount shall be have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the NotesSecurities, 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 90 101 terms of this Indenture. Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 16.7 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Each Subsidiary Guarantor Grantor hereby irrevocably waives to the extent permitted by applicable Law and until such time as the Secured Obligations shall have been paid in full in cash (on terms and pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent) and all the Commitments have irrevocably terminated, any claim or other rights that which it may now or hereafter acquire against the Company Borrower or any other Loan Party that arise arises from the existence, payment, performance or enforcement of the Companysuch Grantor’s obligations under the Notes and this Indenture Agreement or such Subsidiary Guarantor’s obligations under its Subsidiary Guarantee and this Indentureany other Loan Document, 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 Lender Party against the CompanyBorrower or any other Loan Party or any collateral which any Lender Party now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, equity or under contract, statute contract or common law, until this Indenture is discharged and all of the Notes are discharged and paid in fullLaw. If any amount shall be paid to any Subsidiary Guarantor Grantor in violation of the preceding sentence and the Notes shall not have been paid in fullsentence, such amount shall be deemed to have been paid to such Subsidiary Guarantor Grantor for the benefit of, and held in trust for the benefit offor, the Holders of the NotesLender Parties, and shall forthwith be paid to the Trustee for the benefit of such Holders Administrative Agent to be credited and applied upon against the NotesSecured Obligations, whether matured or unmatured, . Each Grantor acknowledges that it will receive direct and indirect benefits for the financing arrangements contemplated by the Credit Agreement and that the waiver set forth in accordance with the terms this Section is knowingly made in contemplation of this Indenture.such benefits

Waiver of Subrogation. Each Subsidiary The Parent Guarantor hereby irrevocably waives any claim or other rights that it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes and this Indenture or such Subsidiary the Parent Guarantor’s obligations under its Subsidiary the Parent Senior Subordinated Guarantee and this Indenture, 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 Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all of the Notes are discharged and paid in full. If any amount shall be paid to any Subsidiary the Parent Guarantor in violation of the preceding sentence and the Notes shall not have been paid in full, such amount shall be deemed to have been paid to such Subsidiary the Parent Guarantor for the benefit of, and held in trust for the benefit of, the 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 Indenture.

Waiver of Subrogation. Each Subsidiary Until all guaranteed obligations under the Indenture and with respect to all Notes are paid in full, each Guarantor hereby irrevocably waives any claim or other rights that which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Companysuch Guarantor’s obligations under the Guarantee of the Notes and this Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary Guarantee and this the 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 Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note on account of the Notes are discharged and paid in fullsuch 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 be have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the 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 the Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and that the waiver set forth in this IndentureSection 11.07 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Each Subsidiary Guarantor hereby irrevocably waives any claim or other rights that which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes and this Indenture or such Subsidiary Guarantor’s 's obligations under its Subsidiary 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 Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note on account of the Notes are discharged and paid in fullsuch 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 be have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the 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 Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.6 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Each Subsidiary Guarantor hereby irrevocably waives any claim or other rights that which it may now or hereafter acquire against the Company Borrower that arise from the existence, payment, performance or enforcement of the Company’s Guarantor's obligations under the Notes and this Indenture Guaranty or such Subsidiary Guarantor’s obligations under its Subsidiary Guarantee and this Indentureany other Loan Document, including any right of subrogation, reimbursement, exoneration, or indemnification, and any right to participate in any claim or remedy of any Holder of Notes the Lender against the CompanyBorrower 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, until this Indenture is discharged and all including the right to take or receive from the Borrower, directly or indirectly, in cash or other property or by set-off or in any manner, payment or security on account of the Notes are discharged and paid in fullsuch claim or other rights. If any amount shall be paid to any Subsidiary Guarantor in violation of the preceding sentence and the Notes Guaranteed Obligations shall not have been paid in fullcash in full and the Loan Documents have not been terminated, such amount shall be deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit offor, the Holders of the NotesLender, 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, . Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Loan Agreement and the other Loan Documents and that the waiver set forth in accordance with the terms this Section is knowingly made in contemplation of this Indenturesuch benefits.

Waiver of Subrogation. Each Until payment in full is made of the Notes and all other obligations of the Company to the Holders or the Trustee hereunder and under the Notes, each Subsidiary Guarantor hereby irrevocably waives any claim or other rights that it may now or hereafter acquire acquires against the Company that arise from the existence, payment, performance or enforcement of the Company’s such Subsidiary Guarantor's obligations under the Notes and this Indenture or such Subsidiary Guarantor’s obligations under its 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 Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or any other manner, payment or security on account of the Notes are discharged and paid in fullsuch 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 be have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the 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 Indenture. Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Each Subsidiary Until all of the obligations under the Senior Notes and the Guarantees are satisfied in full, each Guarantor hereby irrevocably waives any claim or other rights that which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes and this Indenture or such Subsidiary Guarantor’s 's obligations under its Subsidiary 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 Senior Notes against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Senior Note on account of the Notes are discharged and paid in fullsuch claim or other rights. If any amount shall be paid to any Subsidiary Guarantor in violation of the preceding sentence and the Senior Notes shall not have been paid in full, such amount shall be have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the Holders 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 will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.06 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Each Until the Notes are paid in full, each Subsidiary Guarantor hereby irrevocably waives any claim or other rights that which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes and this Indenture or such Subsidiary Guarantor’s 's obligations under its this Subsidiary Guarantee and this First Supplemental 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 Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by setoff or in any other manner, payment or security on account of the Notes are discharged and paid in fullsuch 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 be have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the 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 Indenture.this

Waiver of Subrogation. Each Subsidiary Guarantor hereby irrevocably waives any claim or other rights that which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s such Guarantor's obligations under the Notes and this Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary 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 Securities against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of the Notes are discharged and paid in fullsuch claim or other rights. If any amount shall be paid to any Subsidiary Guarantor in violation of the preceding sentence and the Notes Securities shall not have been paid in full, such amount shall be have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the NotesSecurities, 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 will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.08 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Each Subsidiary Guarantor hereby irrevocably waives any claim or other rights that which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes and this Indenture or such Subsidiary Guarantor’s 's obligations under its Subsidiary 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 Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note on account of the Notes are discharged and paid in fullsuch 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 be have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the 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 Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Each Subsidiary Guarantor hereby irrevocably waives any claim or other rights that which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes and this Indenture or such Subsidiary Guarantor’s 's obligations under its Subsidiary 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 Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of the Notes are discharged and paid in fullsuch 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 be deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the NotesHolders, and shall shall, subject to the provisions of Section 10.2, 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 will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.7 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Each Subsidiary Guarantor hereby irrevocably waives any claim or other rights that which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s such Guarantor's obligations under the Notes and this Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary 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 Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Note on account of the Notes are discharged and paid in fullsuch 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 be have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the 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 Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 1406 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Each Subsidiary Guarantor hereby irrevocably waives any claim or other rights that which it may now or hereafter acquire against the Company Issuer that arise from the existence, payment, performance per- formance or enforcement of the Company’s obligations under the Notes and this Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary Note Guarantee and this Indenture, including 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 CompanyIssuer, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all 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 the Notes are discharged and paid in fullsuch 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 be have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the 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 Indenture.. Each Guaran- tor acknowledges that it will receive direct and indirect benefits from the financing arrange-

Waiver of Subrogation. Each Until all Obligations are paid, in full each Subsidiary Guarantor hereby irrevocably waives any claim or other rights that which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes and this Indenture or such Subsidiary Guarantor’s 's obligations under its Subsidiary 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 Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other -85- 91 property or by set-off or in any other manner, payment or security on account of the Notes are discharged and paid in fullsuch 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 be have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the 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 Indenture.

Waiver of Subrogation. Each Subsidiary Until payment in full is made of the Notes and all other obligations of the Company to the Holders or the Trustee hereunder and under the Notes, each Guarantor hereby irrevocably waives any claim or other rights that it may now or hereafter acquire acquires against the Company that arise from the existence, payment, performance or enforcement of the Company’s such Guarantor's obligations under the Notes and this Indenture or such Subsidiary Guarantor’s obligations under its 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 Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or any other manner, payment or Security on account of the Notes are discharged and paid in fullsuch 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 be have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the 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 Indenture.. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 is knowingly made in contemplation of such benefits. 80 73

Waiver of Subrogation. Each Subsidiary Guarantor hereby irrevocably waives any claim or other rights that which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s such Guarantor's obligations under the Notes and this Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary 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 Securities against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of the Notes are discharged and paid in fullsuch claim or other rights. If any amount shall be paid to any Subsidiary Guarantor in violation of the preceding sentence and the Notes Securities shall not have been paid in full, such amount shall be have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the NotesSecurities, 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 will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.06 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Each Subsidiary Guarantor Pledgor hereby irrevocably waives any claim or other rights that which it may now or hereafter acquire against the Company Borrower or any other Designated Entity that arise from the existence, payment, performance or enforcement of the Company’s Pledgor's obligations under the Notes and this Indenture Pledge Agreement or such Subsidiary Guarantor’s obligations under its Subsidiary Guarantee and this Indentureany other Loan Document, 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 Companyother Designated Entity 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, until this Indenture is discharged and all including the right to take or receive from Borrower or any other Designated Entity, directly or indirectly, in cash or other property or by set- off or in any manner, payment or security on account of the Notes are discharged and paid in fullsuch claim or other rights. If any amount shall be paid to any Subsidiary 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 be deemed to have been paid to such Subsidiary Guarantor Pledgor for the benefit of, and held in trust for the benefit offor, the Holders of the NotesLender 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.or

Waiver of Subrogation. Each Subsidiary Note Guarantor hereby --------------------- irrevocably waives any claim or other rights that it may now or hereafter acquire against the Company either Issuer that arise from the existence, payment, performance or enforcement of the Company’s such Issuer's obligations under the Notes and this Indenture or such Subsidiary Note Guarantor’s 's obligations under its Subsidiary Note Guarantee and this Indenture, 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 Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all of the Notes are discharged and paid in full. If any amount shall be paid to any Subsidiary Note Guarantor in violation of the preceding sentence and the Notes shall not have been paid in full, such amount shall be have been deemed to have been paid to such Subsidiary Note Guarantor for the benefit of, and held in trust for the benefit of, the 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 Indenture.

Waiver of Subrogation. Each of the Parent Guarantor and each Significant Subsidiary Guarantor hereby irrevocably waives any claim or other rights that it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s 's obligations under the Transferred Notes and this Indenture the Agreement or such Subsidiary Guarantor’s 's obligations under its Subsidiary Parent Guarantee or Springing Guarantee, as the case may be, and this Indenturethe Agreement, 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 Transferred Notes against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture the Agreement is discharged and all of the Transferred Notes are discharged and paid in full. If any amount shall be paid to any Subsidiary a Guarantor in violation of the preceding sentence and the Transferred Notes shall not have been paid in full, such amount shall be have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the Transferred Notes, and shall forthwith be paid to the Trustee for the benefit Holders of such Holders Transferred Notes to be credited and applied upon the Transferred Notes, whether matured or unmatured, in accordance with the terms of the Agreement and this Indenture.Annex A.

Waiver of Subrogation. Each Subsidiary Guarantor hereby irrevocably waives any claim or other rights that it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes and this Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary Notes Guarantee and this Indenture, 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 Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all of the Notes are discharged and paid in full. 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 be deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the 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 Indenture.

Waiver of Subrogation. Each Subsidiary The Guarantor hereby irrevocably waives any claim or other rights that which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the CompanyGuarantor’s obligations under the Notes and this Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary 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 the Notes against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of the Notes are discharged and paid in fullsuch 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 be have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the Notes, 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 the Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and that the waiver set forth in this IndentureSection 10.6 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Each Subsidiary Parent Guarantor hereby irrevocably waives any claim or other rights that it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes and this the Indenture or such Subsidiary Parent Guarantor’s obligations under its Subsidiary Parent Guarantee and this the Indenture, 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 Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this the Indenture is discharged and all of the Notes are discharged and paid in full. If any amount shall be paid to any Subsidiary Parent Guarantor in violation of the preceding sentence and the Notes shall not have been paid in full, such amount shall be deemed to have been paid to such Subsidiary Parent Guarantor for the benefit of, and held in trust for the benefit of, the 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.

Waiver of Subrogation. Each Subsidiary Until payment in full is made of the Securities and all other obligations of the Company to the Holders or the Trustee hereunder and under the Securities, each Guarantor hereby irrevocably waives any claim or other rights that it may now or hereafter acquire acquires against the Company that arise from the existence, payment, performance or enforcement of the Companysuch Guarantor’s obligations under the Notes and this Indenture or such Subsidiary Guarantor’s obligations under its 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 Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or any other manner, payment or security on account of the Notes are discharged and paid in fullsuch claim or other rights. If any amount shall be paid to any Subsidiary Guarantor in violation of the preceding sentence and the Notes Securities shall not have been paid in full, such amount shall be have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the NotesSecurities, 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 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.

Waiver of Subrogation. Each Until all Obligations are paid in full, each Subsidiary Guarantor hereby irrevocably waives any claim or other rights that which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes and this Indenture or such Subsidiary Guarantor’s 's obligations under its Subsidiary 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 Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of the Notes are discharged and paid in fullsuch 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 be have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the 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 Indenture.

Waiver of Subrogation. Each Until all Obligations under each of the Subsidiary Guarantor Guarantees, the Notes and this Indenture are paid in full, each of the Subsidiary Guarantors hereby irrevocably waives any claim claims or other rights that it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes and this Indenture or such Subsidiary Guarantor’s its obligations under its Subsidiary Guarantee and this Indenture, including including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, indemnification and any right to participate in any claim or remedy of any Holder of Notes against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of the Notes are discharged and paid in fullsuch claim or other rights. If any amount shall be paid to any of the Subsidiary Guarantor Guarantors in violation of the preceding sentence and the Notes shall not have been paid in full, such amount shall be have been deemed to have been paid to such Subsidiary Guarantor Person for the benefit of, and held in trust for the benefit of, the Holders of the Notes, 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 of the Subsidiary Guarantors acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.06 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Each Subsidiary Guarantor hereby irrevocably waives (a) any claim or other rights that it right which Guarantor may now have or hereafter acquire by way of subrogation under this Guaranty, by law or otherwise or by way of reimbursement, indemnity, exoneration, or contribution; or (b) any right to assert defenses as the primary obligor of the Obligations; or (c) any other claim which it now has or may hereafter acquire against Applicant or any other person or against or with respect to Applicant's property (including, without limitation, any property which has been pledged to secure the Obligations); or (d) any right to enforce any remedy which Bank may now have or hereafter acquire against the Company that arise from the existenceApplicant or any other guarantor, paymentmaker or endorser; in any case, performance or enforcement whether any of the Company’s obligations under the Notes foregoing claims, remedies and this Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary Guarantee and this Indenture, 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 Company, whether or not such claim, remedy or right arises rights may arise in equity, or under contract, statute by payment, statute, common law or common law, until this Indenture is discharged and all otherwise. If in violation of the Notes are discharged and paid in full. If foregoing any amount shall be paid to Guarantor on account of any Subsidiary Guarantor in violation of the preceding sentence and the Notes shall not have been paid in fullsuch rights at any time, such amount shall be deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the Notes, Bank and shall forthwith be paid to the Trustee for the benefit of such Holders Bank to be credited and applied upon against the NotesObligations and Expenses, whether matured or unmatured, in accordance with the terms of this Indenturethe Letter of Credit Agreements.

Waiver of Subrogation. Each Subsidiary Guarantor hereby --------------------- irrevocably waives any claim or other rights that it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s 's obligations under the Notes and this Indenture or such Subsidiary Guarantor’s 's obligations under its Subsidiary 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 Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all of the Notes are discharged and paid in full. If any amount shall be paid to any a Subsidiary Guarantor in violation of the preceding sentence and the Notes shall not have been paid in full, such amount shall be have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the 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 Indenture.

Waiver of Subrogation. Each Subsidiary Guarantor hereby irrevocably waives any claim or other rights that which it may now or hereafter acquire against the Company Issuer that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes and this Indenture or such Subsidiary Guarantor’s 's obligations under its Subsidiary 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 CompanyIssuer, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all 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 the Notes are discharged and paid in fullsuch 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 be have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the NotesHolders, 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 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.

Waiver of Subrogation. Each Subsidiary Until payment in full is made of the Securities and all other obligations of the Company to the Holders or the Trustee hereunder and under the Securities, each Guarantor hereby irrevocably waives any claim or other rights that it may now or hereafter acquire acquires against the Company that arise from the existence, payment, performance or enforcement of the Company’s such Guarantor's obligations under the Notes and this Indenture or such Subsidiary Guarantor’s obligations under its 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 Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or any other manner, payment or security on account of the Notes are discharged and paid in fullsuch claim or other rights. If any amount shall be paid to any Subsidiary Guarantor in violation of the preceding sentence and the Notes Securities shall not have been paid in full, such amount shall be have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the NotesSecurities, 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 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.

Waiver of Subrogation. Each Until all Company Obligations under the Indenture are paid in full, each Subsidiary Guarantor hereby shall irrevocably waives waive any claim or other rights that which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes and this Indenture or such Subsidiary Guarantor’s 's obligations under its Subsidiary Guarantee and this the 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 Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of the Notes are discharged and paid in fullsuch 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 be have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the 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 the Indenture. Each Subsidiary Guarantor acknowledges that it shall receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and that the waiver set forth in this IndentureSection 9.07 is knowingly made in contemplation of such benefits.

Waiver of Subrogation. Each Subsidiary Guarantor hereby irrevocably waives any claim or other rights that it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes and this Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary Guarantee and this Indenture, 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 Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all of the Notes are discharged and paid in full. 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 be deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the 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 Indenture.

Waiver of Subrogation. Each Subsidiary Until payment in full is made of the Notes and all other obligations of the Company to the Holders or the Trustee on behalf of the Holders hereunder and under the Notes, each Guarantor hereby irrevocably waives any claim or other rights that which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes and this Indenture or such Subsidiary Guarantor’s Guarantors' obligations under its Subsidiary Guarantee and of 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 Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is discharged and all including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or any other manner, payment or security on account of the Notes are discharged and paid in fullsuch 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 be have been deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the 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 Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 is knowingly made in contemplation of such benefits.