Common use of Waiver of Subrogation Clause in Contracts

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property of the Company, in each case unless and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly waives any right to exercise any claim, right or remedy which such Subsidiary Guarantor may now have or hereafter acquire against the Company or any other Subsidiary Guarantor that arises under the Notes, the Note Purchase Agreement or from the performance by any Subsidiary Guarantor of the guaranty hereunder including any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy of any Holder against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. If any amount shall be paid to a Subsidiary Guarantor by the Company or another Subsidiary Guarantor after payment in full of the Guaranteed Obligations, and all or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole or in part and any Holder is required to repay any sums received by any of them in payment of the Guaranteed Obligations, this Guaranty shall be automatically reinstated and such amount shall be held in trust for the benefit of the Holders and shall forthwith be paid to the Holders to be credited and applied to the Guaranteed Obligations, whether matured or unmatured. The provisions of this paragraph shall survive the termination of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state law.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary The Parent Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, and such Subsidiary Guarantor shall not have any right of recourse to or hereby irrevocably waives any claim against assets or property of the Company, in each case unless and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly waives any right to exercise any claim, right or remedy other rights which such Subsidiary Guarantor it may now have or hereafter acquire against the Company that arise from the existence, payment, performance or any other Subsidiary Guarantor that arises enforcement of the Parent Guarantor’s obligations under the NotesParent Guarantee and the Indenture, the Note Purchase Agreement or from the performance by including, without limitation, any Subsidiary Guarantor of the guaranty hereunder including any claim, remedy or right of subrogation, reimbursement, exoneration, contributionindemnification, indemnification or participation and any right to participate in any claim, right claim or remedy of any Holder of Notes against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquiresCompany, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by statuteset-off or in any other manner, payment or security on account of such claim or other rights in relation to the Trustee until all monetary obligations of the Company under common law the Indenture and the Notes, whether for principal of or otherwiseinterest on the Notes, are paid in full. If any amount shall be paid to a Subsidiary the Parent Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligationspreceding sentence and the Notes shall not have been paid in full, and all or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole or in part and any Holder is required to repay any sums received by any of them in payment of the Guaranteed Obligations, this Guaranty shall be automatically reinstated and such amount shall be have been deemed to have been paid to the Parent Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the Holders Notes, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied to upon the Guaranteed ObligationsNotes, whether matured or unmatured, in accordance with the terms of the Indenture. The provisions Parent 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 is knowingly made in contemplation of this paragraph shall survive the termination of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, Until this Indenture is discharged and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property all of the Company, in each case unless Notes are discharged and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly irrevocably waives any right and agrees not to exercise any claim, right claim or remedy other rights which such Subsidiary Guarantor it may now have or hereafter acquire against the Company that arise from the existence, payment, performance or any other Subsidiary Guarantor that arises enforcement of the Company’s obligations under the NotesNotes or this Indenture and such Guarantor’s obligations under this Note Guarantee and this Indenture, the Note Purchase Agreement or from the performance by in any Subsidiary Guarantor of the guaranty hereunder including such instance including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation indemnification, and any right to participate in any claim, right claim or remedy of any Holder the Holders against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquiresCompany, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other assets or by statuteset off or in any other manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a Subsidiary any Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligations, and all or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole or in part preceding sentence and any Holder is required amounts owing to repay any sums received by any the Trustee or the Holders of them Notes under the Notes or this Indenture, shall not have been paid in payment of the Guaranteed Obligationsfull, this Guaranty shall be automatically reinstated and such amount shall be have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the Guaranteed Obligationsobligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured. The provisions , in accordance with the terms of this paragraph shall survive Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the termination financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.06 is knowingly made in contemplation of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, Until this Indenture is discharged and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property all of the Company, in each case unless Notes are discharged and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly irrevocably waives any right and agrees not to exercise any claim, right claim or remedy other rights which such Subsidiary Guarantor it may now have or hereafter acquire against the Company that arise from the existence, payment, performance or any other Subsidiary Guarantor that arises enforcement of the Company’s obligations under the NotesNotes or this Indenture and such Guarantor’s obligations under this Guarantee and this Indenture, the Note Purchase Agreement or from the performance by in any Subsidiary Guarantor of the guaranty hereunder including such instance including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation indemnification, and any right to participate in any claim, right claim or remedy of any Holder the Holders against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquiresCompany, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by statuteset-off or in any other manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a Subsidiary any Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligationspreceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, and all this Indenture, or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole other document or instrument delivered under or in part and any Holder is required to repay any sums received by any of them connection with such agreements or instruments, shall not have been paid in payment of the Guaranteed Obligationsfull, this Guaranty shall be automatically reinstated and such amount shall be have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the Guaranteed Obligationsobligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured. The provisions , in accordance with the terms of this paragraph shall survive Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the termination financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 is knowingly made in contemplation of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, Until this Indenture is discharged and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property all of the Company, in each case unless Notes are discharged and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly irrevocably waives any right and agrees not to exercise any claim, right claim or remedy other rights which such Subsidiary Guarantor it may now have or hereafter acquire against the Company Issuer that arise from the existence, payment, performance or any other Subsidiary Guarantor that arises enforcement of the Issuer’s obligations under the NotesNotes or this Indenture and such Subsidiary Guarantor’s obligations under its Subsidiary Guarantee and this Indenture, the Note Purchase Agreement or from the performance by in any Subsidiary Guarantor of the guaranty hereunder including such instance including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation indemnification, and any right to participate in any claim, right claim or remedy of any Holder the Holders against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquiresIssuer, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer, directly or indirectly, in cash or other property or by statuteset-off or in any other manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a any Subsidiary Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligationspreceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, and all this Indenture, or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole other document or instrument delivered under or in part and any Holder is required to repay any sums received by any of them connection with such agreements or instruments, shall not have been paid in payment of the Guaranteed Obligationsfull, this Guaranty shall be automatically reinstated and 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 Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the Guaranteed Obligationsobligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured. The provisions , in accordance with the terms of this paragraph shall survive Indenture. Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the termination financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 12.5 is knowingly made in contemplation of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunder, or any application by any Holder Until all guaranteed obligations under this Indenture and with respect to all Securities of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property of the Company, in each case unless and until the Guaranteed Obligations have been an applicable Series are paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly irrevocably waives any right to exercise any claim, right claim or remedy other rights which such Subsidiary Guarantor it may now have or hereafter acquire against the Company that arise from the existence, payment, performance or any other Subsidiary Guarantor that arises enforcement of such Guarantor's obligations under the NotesGuarantee and this Indenture, the Note Purchase Agreement or from the performance by including, without limitation, any Subsidiary Guarantor of the guaranty hereunder including any claim, remedy or right of subrogation, reimbursement, exoneration, contributionindemnification, indemnification or participation and any right to participate in any claim, right claim or remedy of any Holder of Securities of the applicable Series against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquiresCompany, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by statuteset-off or in any other manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a Subsidiary any Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligations, preceding sentence and all or any portion the Securities of the Guaranteed Obligations applicable Series shall thereafter be reinstated not have been paid in whole or in part and any Holder is required to repay any sums received by any of them in payment of the Guaranteed Obligationsfull, this Guaranty shall be automatically reinstated and such amount shall be have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the Holders Securities of the applicable Series, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied to upon the Guaranteed ObligationsSecurities of the applicable Series, whether matured or unmatured. The provisions , in accordance with the terms of this paragraph shall survive Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the termination financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 9.07 is knowingly made in contemplation of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property Until all of the Company, in each case unless Notes are discharged and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly irrevocably waives any right and agrees not to exercise any claim, right claim or remedy other rights which such Subsidiary Guarantor it may now have or hereafter acquire against the Company that arise from the existence, payment, performance or any other Subsidiary Guarantor that arises enforcement of the Company’s obligations under the NotesNotes or this Indenture and such Subsidiary Guarantor’s obligations under this Subsidiary Guarantee and this Indenture, the Note Purchase Agreement or from the performance by in any Subsidiary Guarantor of the guaranty hereunder including such instance including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation indemnification, and any right to participate in any claim, right claim or remedy of any Holder the Holders of the Notes against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquiresCompany, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other assets or by statuteset off or in any other manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a any Subsidiary Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligations, preceding sentence and all any amounts owing to the Trustee or any portion the Holders of the Guaranteed Obligations Notes under the Notes or this Indenture, shall thereafter be reinstated not have been paid in whole or in part and any Holder is required to repay any sums received by any of them in payment of the Guaranteed Obligationsfull, this Guaranty shall be automatically reinstated and 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 Trustee or the Holders of the Holders Notes and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the Guaranteed Obligationsobligations in favor of the Trustee or such Holders, as the case may be, whether matured or unmatured. The provisions , in accordance with the terms of this paragraph shall survive the termination of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawIndenture.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, Until this Indenture is discharged and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property all of the Company, in each case unless Securities are discharged and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly irrevocably waives any right and agrees not to exercise any claim, right claim or remedy other rights which such Subsidiary Guarantor it may now have or hereafter acquire against the Company Issuer that arise from the existence, payment, performance or any other Subsidiary Guarantor that arises enforcement of the Issuer’s Obligations under the NotesSecurities or this Indenture and such Guarantor’s Obligations under its Guarantee under this Indenture, the Note Purchase Agreement or from the performance by in any Subsidiary Guarantor of the guaranty hereunder such instance including any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation indemnification, and any right to participate in any claim, right claim or remedy of any Holder the Holders against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquiresIssuer, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including the right to take or receive from the Issuer, directly or indirectly, in cash or other property or by statuteset-off or in any other manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a Subsidiary any Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligationspreceding sentence and any amounts owing to the Trustee or the Holders of Securities under the Securities, and all this Indenture, or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole other document or instrument delivered under or in part and any Holder is required to repay any sums received by any of them connection with such agreements or instruments, shall not have been paid in payment of the Guaranteed Obligationsfull, this Guaranty shall be automatically reinstated and such amount shall be have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the Guaranteed ObligationsObligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured. The provisions , in accordance with the terms of this paragraph shall survive Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the termination financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 is knowingly made in contemplation of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunderLandlord and Tenant shall each endeavor to secure an appropriate clause in, or an endorsement upon, each property damage insurance policy obtained by it and covering the Building, the Premises or the personal property, fixtures and equipment located therein or thereon, pursuant to which the respective insurance companies waive subrogation and permit the insured, prior to any application by loss, to agree with a third party to waive any Holder claim it might have against said third party. The waiver of subrogation or permission for waiver of any security claim hereinbefore referred to shall extend to the agents of each party and its employees and, in the case of Tenant, shall also extend to all other persons and entities occupying or using the Premises by, through or under Tenant. If and to the extent that such waiver or permission can be obtained only upon payment of an additional charge then the party benefiting from the waiver or permission shall pay such charge upon demand, or shall be deemed to have agreed that the party obtaining the insurance coverage in question shall be free of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property of the Company, in each case unless and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly waives any right to exercise any claim, right or remedy which such Subsidiary Guarantor may now have or hereafter acquire against the Company or any other Subsidiary Guarantor that arises further obligations under the Notes, the Note Purchase Agreement provisions hereof relating to such waiver or permission from the performance by any Subsidiary Guarantor of the guaranty hereunder including any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy of any Holder against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwiseinsurance companies. If any amount shall be paid to a Subsidiary Guarantor by the Company or another Subsidiary Guarantor after payment in full of the Guaranteed Obligations, and all or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole or in part and any Holder is required to repay any sums received by any of them in payment of the Guaranteed Obligations, this Guaranty shall be automatically reinstated and such amount shall be held in trust for the benefit of the Holders and shall forthwith be paid Subject to the Holders to be credited and applied to the Guaranteed Obligations, whether matured or unmatured. The foregoing provisions of this paragraph shall survive the termination of this GuarantySubsection 4.4.3, and any satisfaction and discharge insofar as may be permitted by the terms of the Company property insurance policies carried by virtue it, each party hereby releases the other with respect to any claim which it might otherwise have against the other party for any loss or damage to its property to the extent such damage is actually covered or would have been covered by policies of property insurance required by this Lease to be carried by the respective parties hereunder. In addition, Tenant agrees to exhaust any payment, court order or and all claims against its insurer(s) prior to commencing an action against Landlord for any Federal or state lawloss covered by insurance required to be carried by Tenant hereunder.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, Until this Indenture is discharged and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property all of the Company, in each case unless Securities are discharged and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly irrevocably waives any right and agrees not to exercise any claim, right claim or remedy other rights which such Subsidiary Guarantor it may now have or hereafter acquire against the Company that arise from the existence, payment, performance or any other Subsidiary Guarantor that arises enforcement of the Company's obligations under the NotesSecurities or this Indenture and such Guarantor's obligations under this Guarantee and this Indenture, the Note Purchase Agreement or from the performance by in any Subsidiary Guarantor of the guaranty hereunder including such instance including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation indemnification, and any right to participate in any claim, right claim or remedy of any Holder the Holders against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquiresCompany, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by statuteset-off or in any other manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a Subsidiary any Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligationspreceding sentence and any amounts owing to the Trustee or the Holders of Securities under the Securities, and all this Indenture, or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole other document or instrument delivered under or in part and any Holder is required to repay any sums received by any of them connection with such agreements or instruments, shall not have been paid in payment of the Guaranteed Obligationsfull, this Guaranty shall be automatically reinstated and such amount shall be have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the Guaranteed Obligationsobligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured. The provisions , in accordance with the terms of this paragraph shall survive Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the termination financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 is knowingly made in contemplation of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, Until this Indenture is discharged and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property all of the Company, in each case unless Notes are discharged and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly irrevocably waives any right and agrees not to exercise any claim, right claim or remedy other rights which such Subsidiary Guarantor it may now have or hereafter acquire against the Company that arise from the existence, payment, performance or any other Subsidiary Guarantor that arises enforcement of the Company’s obligations under the NotesNotes or this Indenture and such Guarantor’s obligations under each Guarantee and this Indenture, the Note Purchase Agreement or from the performance by in any Subsidiary Guarantor of the guaranty hereunder including such instance including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation indemnification, and any right to participate in any claim, right claim or remedy of any Holder the Holders against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquiresCompany, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by statuteset-off or in any other manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a Subsidiary any Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligationspreceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, and all this Indenture, or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole other document or instrument delivered under or in part and any Holder is required to repay any sums received by any of them connection with such agreements or instruments, shall not have been paid in payment of the Guaranteed Obligationsfull, this Guaranty shall be automatically reinstated and such amount shall be have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the Guaranteed Obligationsobligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured. The provisions , in accordance with the terms of this paragraph shall survive Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the termination financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.5 is knowingly made in contemplation of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Until the Obligations are paid in full, all Commitments have terminated and all Lender Hedging Agreements have terminated (except as provided in Section 10.01(e) of the Credit Agreement), the Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert shall not enforce or exercise any claim or other rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property of the Company, in each case unless and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly waives any right to exercise any claim, right or remedy which such Subsidiary Guarantor it may now have or hereafter acquire against the Company Borrower or any other Subsidiary Guarantor Obligor that arises under the Notes, the Note Purchase Agreement or arise from the existence, payment, performance by any Subsidiary Guarantor or enforcement of the guaranty hereunder Guarantor’s obligations under this Guaranty or any other Loan Document, including any claim, remedy or right of subrogation, reimbursement, exoneration, contributionor indemnification, indemnification or participation any right to participate in any claim, right claim or remedy of any Holder the Lenders against the Company Borrower or any Subsidiary Guarantor, other Obligor or any security that any Holder collateral which the Administrative Agent now has or hereafter acquires, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including the right to take or receive from the Borrower or any other Obligor, directly or indirectly, in cash or other property or by statuteset-off or in any manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a Subsidiary the Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligationspreceding sentence, and all or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole or in part and any Holder is required to repay any sums received by any of them in payment of the Guaranteed Obligations, this Guaranty shall be automatically reinstated and such amount shall be deemed to have been paid to the Guarantor for the benefit of, and held in trust for for, the benefit of the Holders Lenders, and shall forthwith be paid to the Holders Administrative Agent for the benefit of the Lenders by the Guarantor receiving such payment to be credited and applied to upon the Guaranteed Obligations, whether matured or unmatured. The provisions 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 this Section is knowingly made in contemplation of this paragraph shall survive the termination of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Until the Indebtedness is paid in full, all Commitments have terminated and all Lender Hedging Agreements have terminated, the Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert shall not enforce or exercise any claim or other rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property of the Company, in each case unless and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly waives any right to exercise any claim, right or remedy which such Subsidiary Guarantor it may now have or hereafter acquire against the Company Borrower or any other Subsidiary Guarantor Obligor that arises arise from the existence, payment, performance or enforcement of the Guarantor’s obligations under the Notes, the Note Purchase this Guaranty Agreement or from the performance by any Subsidiary Guarantor of the guaranty hereunder other Loan Document, including any claim, remedy or right of subrogation, reimbursement, exoneration, contributionor indemnification, indemnification or participation any right to participate in any claim, right claim or remedy of any Holder the Lenders against the Company Borrower or any Subsidiary Guarantor, other Obligor or any security that any Holder collateral which the Administrative Agent now has or hereafter acquires, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including the right to take or receive from the Borrower or any other Obligor, directly or indirectly, in cash or other property or by statuteset-off or in any manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a Subsidiary the Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligationspreceding sentence, and all or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole or in part and any Holder is required to repay any sums received by any of them in payment of the Guaranteed Obligations, this Guaranty shall be automatically reinstated and such amount shall be deemed to have been paid to the Guarantor for the benefit of, and held in trust for for, the benefit of the Holders Lenders, and shall forthwith be paid to the Holders Lenders to be credited and applied to upon the Guaranteed ObligationsIndebtedness, whether matured or unmatured. The provisions 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 this Section is knowingly made in contemplation of this paragraph shall survive the termination of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, Until this Indenture is discharged and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property all of the Company, in each case unless Notes are discharged and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly irrevocably waives any right and agrees not to exercise any claim, right claim or remedy other rights which such Subsidiary Guarantor it may now have or hereafter acquire against the Company Co-Issuers that arise from the existence, payment, performance or any other Subsidiary Guarantor that arises enforcement of the Co-Issuers’ obligations under the NotesNotes or this Indenture and such Guarantor’s obligations under this Note Guarantee and this Indenture, the Note Purchase Agreement or from the performance by in any Subsidiary Guarantor of the guaranty hereunder including such instance including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation indemnification, and any right to participate in any claim, right claim or remedy of any Holder the Holders against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquiresCo-Issuers, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Co-Issuers, directly or indirectly, in cash or other assets or by statuteset-off or in any other manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a Subsidiary any Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligationspreceding sentence and any amounts owing to the Trustee or the Holders under the Notes, and all this Indenture, or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole other document or instrument delivered under or in part and any Holder is required to repay any sums received by any of them connection with such agreements or instruments, shall not have been paid in payment of the Guaranteed Obligationsfull, this Guaranty shall be automatically reinstated and such amount shall be have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the Guaranteed Obligationsobligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured. The provisions , in accordance with the terms of this paragraph Indenture. Each Guarantor acknowledges that it shall survive receive direct and indirect benefits from the termination financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 is knowingly made in contemplation of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding any Until the payment or payments made by any Subsidiary Guarantor hereunder, or any application by any Holder in full of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property of the Company, in each case unless and until the all Guaranteed Obligations have been paid in full. Until such time (but not thereafter)Obligations, each Subsidiary Guarantor hereby expressly irrevocably waives any right and agrees not to exercise any claim, right claim or remedy other rights which such Subsidiary Guarantor it may now have or hereafter acquire against the Company that arise from the existence, payment, performance or any other Subsidiary Guarantor that arises enforcement of the Company’s obligations under the NotesLoan Agreement and such Guarantor’s obligations under this Guaranty, the Note Purchase Agreement or from the performance by in any Subsidiary Guarantor of the guaranty hereunder including such instance including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, contribution and indemnification or participation and any right to participate in any claim, right claim or remedy of any Holder the Issuer or the Trustee against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquiresCompany, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other assets or by statuteset-off or in any other manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a Subsidiary any Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligations, preceding sentence and all or any portion of the Guaranteed Obligations shall thereafter be reinstated not have been paid in whole or in part and any Holder is required to repay any sums received by any of them in payment of the Guaranteed Obligationsfull, this Guaranty shall be automatically reinstated and such amount shall be have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of of, the Holders Issuer or the Trustee, as applicable, and shall forthwith be paid to the Holders Issuer or the Trustee, as applicable, to be credited and applied to the Guaranteed Obligationsobligations in favor of the Issuer or the Trustee, as applicable, whether matured or unmatured. The provisions of this paragraph shall survive , in accordance with the termination terms of this Guaranty, . Each Guarantor acknowledges that it will receive direct and any satisfaction indirect benefits from the financing arrangements contemplated by this Guaranty and discharge that the waiver set forth in this Section 8 is knowingly made in contemplation of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, Until this Indenture is discharged and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property all of the Company, in each case unless Notes are discharged and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly irrevocably waives any right and agrees not to exercise any claim, right claim or remedy other rights which such Subsidiary Guarantor it may now have or hereafter acquire against the Company Issuer that arise from the existence, payment, performance or any other Subsidiary Guarantor that arises enforcement of the Issuer’s obligations under the NotesNotes or this Indenture and such Guarantor’s obligations under this Note Guarantee and this Indenture, the Note Purchase Agreement or from the performance by in any Subsidiary Guarantor of the guaranty hereunder including such instance including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation indemnification, and any right to participate in any claim, right claim or remedy of any Holder the Holders against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquiresIssuer, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer, directly or indirectly, in cash or other assets or by statutesetoff or in any other manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a Subsidiary any Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligationspreceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, and all this Indenture, or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole other document or instrument delivered under or in part and any Holder is required to repay any sums received by any of them connection with such agreements or instruments, shall not have been paid in payment of the Guaranteed Obligationsfull, this Guaranty shall be automatically reinstated and such amount shall be have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the Guaranteed Obligationsobligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured. The provisions , in accordance with the terms of this paragraph shall survive Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the termination financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 is knowingly made in contemplation of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Until the Obligations are paid in full, all Commitments have terminated and all Lender Hedging Agreements have terminated (except as provided in Section 10.01(e) of the Credit Agreement), the Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert shall not enforce or exercise any claim or other rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property of the Company, in each case unless and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly waives any right to exercise any claim, right or remedy which such Subsidiary Guarantor it may now have or hereafter acquire against the Company Borrowers or any other Subsidiary Guarantor Obligor that arises under the Notes, the Note Purchase Agreement or arise from the existence, payment, performance by any Subsidiary Guarantor or enforcement of the guaranty hereunder Guarantor’s obligations under this Guaranty or any other Loan Document, including any claim, remedy or right of subrogation, reimbursement, exoneration, contributionor indemnification, indemnification or participation any right to participate in any claim, right claim or remedy of any Holder the Lenders against the Company Borrowers or any Subsidiary Guarantor, other Obligor or any security that any Holder collateral which the Administrative Agent now has or hereafter acquires, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including the right to take or receive from the Borrowers or any other Obligor, directly or indirectly, in cash or other property or by statuteset-off or in any manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a Subsidiary the Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligationspreceding sentence, and all or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole or in part and any Holder is required to repay any sums received by any of them in payment of the Guaranteed Obligations, this Guaranty shall be automatically reinstated and such amount shall be deemed to have been paid to the Guarantor for the benefit of, and held in trust for for, the benefit of the Holders Lenders, and shall forthwith be paid to the Holders Administrative Agent for the benefit of the Lenders by the Guarantor receiving such payment to be credited and applied to upon the Guaranteed Obligations, whether matured or unmatured. The provisions 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 this Section is knowingly made in contemplation of this paragraph shall survive the termination of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against To the Company to recover extent that the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, and such Subsidiary Parent Guarantor shall not have made any right of recourse to or any claim against assets or property payments under this Agreement, until the Obligations (as such term is defined in each of the Company, in each case unless Term Loan Agreement and until the Guaranteed Obligations Revolving Credit Agreement) (other than contingent indemnitees and other contingent obligations) have been paid in full. Until such time (but not thereafter), each Subsidiary the Parent Guarantor hereby expressly waives (a) any right to exercise any claim, right or remedy which such Subsidiary Guarantor may now have or hereafter acquire against the Company or any other Subsidiary Guarantor that arises under the Notes, the Note Purchase Agreement or from the performance by any Subsidiary Guarantor of the guaranty hereunder including any claim, remedy or right and all rights of subrogation, reimbursement, exoneration, contribution, or indemnification that the Parent Guarantor may now or participation hereafter have against the Borrower Parties or any other Person (including, without limitation, any co-borrower, co-obligor, guarantor, grantor or pledgor of collateral, general partner or other partner) with respect to any of the Guaranteed Obligations, and (b) any and all rights to participate in any claim, right claim or remedy of the Term Loan Agent, the Revolving Agent or any Holder Lender or any trustee on behalf of any such Person against the Company Borrower Parties or any Subsidiary Guarantorother Person (including, without limitation, any co-borrower, co-obligor, guarantor, grantor or any security that any Holder now has pledgor of collateral, general partner or hereafter acquires, other partner) whether or not such claim, remedy or right or remedy arises in equity, equity or under contract, statute or common law, including, without limitation, the right to take or receive from any of the Borrower Parties or any such other Person, directly or indirectly, in cash or other property or by statuteset-off or in any other manner, payment or security on account of such claim, remedy or right. Notwithstanding anything herein to the contrary contained herein, nothing herein shall prevent the Borrower or any other Loan Party from making Restricted Payments or other transfers to the Guarantor to the extent permitted under common law or otherwisethe Revolving Credit Agreement. If any amount shall be is paid to a Subsidiary the Parent Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligationsforegoing limitation, and all or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole or in part and any Holder is required to repay any sums received by any of them in payment of the Guaranteed Obligations, this Guaranty shall be automatically reinstated and then such amount shall be held in trust for the benefit of the Holders Term Loan Agent (on behalf of the Term Loan Lenders) and the Revolving Agent (on behalf of the Revolving Lenders) and shall forthwith be paid first, to the Holders to be credited Term Loan Agent (on behalf of the Term Loan Lenders) if any Guaranteed Term Loan Obligations are then outstanding and applied second, to the Revolving Agent (for the benefit of the Revolving Lenders) if any Revolving Credit Obligations are then outstanding, in each case, to reduce the amount of the applicable Guaranteed Obligations, whether matured or unmatured. The provisions of this paragraph shall survive the termination of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state law.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, Until this Indenture is discharged and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property all of the Company, in each case unless Notes are discharged and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly irrevocably waives any right and agrees not to exercise any claim, right claim or remedy other rights which such Subsidiary Guarantor it may now have or hereafter acquire against the Company Issuer or any other Subsidiary Guarantor that arises arise from the existence, payment, performance or enforcement of the Issuer’s obligations or any other Guarantor’s obligations, in each case under the NotesNotes or this Indenture or the other Note Documents and such Guarantor’s obligations under this Note Guarantee and this Indenture or the other Note Documents, the Note Purchase Agreement or from the performance by in any Subsidiary Guarantor of the guaranty hereunder including such instance including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation indemnification, and any right to participate in any claim, right claim or remedy of any Holder the Holders or other Noteholder Secured Parties against the Company Issuer or any Subsidiary other Guarantor, or any security that any Holder now has or hereafter acquires, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer or any other Guarantor, directly or indirectly, in cash or other assets or by statuteset-off or in any other manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a Subsidiary any Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligationspreceding sentence and any amounts owing to the Trustee or the Holders of Notes or other Noteholder Secured Parties under the Notes, and all this Indenture, the other Note Documents or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole other document or instrument delivered under or in part and any Holder is required to repay any sums received by any of them connection with such agreements or instruments, shall not have been paid in payment of the Guaranteed Obligationsfull, this Guaranty shall be automatically reinstated and such amount shall be have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of of, the Trustee or the Holders or the other Noteholder Secured Parties and shall forthwith be paid to the Trustee for the benefit of itself or such Holders or other Noteholder Secured Parties to be credited and applied to the Guaranteed Obligationsobligations in favor of the Trustee or the Holders or other Noteholder Secured Parties, as the case may be, whether matured or unmatured. The provisions , in accordance with the terms of this paragraph shall survive Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the termination financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 13.06 is knowingly made in contemplation of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, Until this Indenture is discharged and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property all of the Company, in each case unless Notes are discharged and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly irrevocably waives any right and agrees not to exercise any claim, right claim or remedy other rights which such Subsidiary Guarantor it may now have or hereafter acquire against the Company that arise from the existence, payment, performance or any other Subsidiary Guarantor that arises enforcement of the Company's obligations under the NotesNotes or this Indenture and such Guarantor's obligations under this Guarantee and this Indenture, the Note Purchase Agreement or from the performance by in any Subsidiary Guarantor of the guaranty hereunder including such instance including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation indemnification, and any right to participate in any claim, right claim or remedy of any Holder the Holders against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquiresCompany, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by statuteset-off or in any other manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a Subsidiary any Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligationspreceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, and all this Indenture, or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole other document or instrument delivered under or in part and any Holder is required to repay any sums received by any of them connection with such agreements or instruments, shall not have been paid in payment of the Guaranteed Obligationsfull, this Guaranty shall be automatically reinstated and such amount shall be have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the Guaranteed Obligationsobligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured. The provisions , in accordance with the terms of this paragraph shall survive Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the termination financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 is knowingly made in contemplation of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, Until this Indenture is discharged and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property all of the Company, in each case unless Securities are discharged and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly irrevocably waives any right and agrees not to exercise any claim, right claim or remedy other rights which such Subsidiary Guarantor it may now have or hereafter acquire against the Company Issuer that arise from the existence, payment, performance or any other Subsidiary Guarantor that arises enforcement of the Issuer’s Obligations under the NotesSecurities or this Indenture and such Guarantor’s Obligations under its Guarantee under this Indenture, the Note Purchase Agreement or from the performance by in any Subsidiary Guarantor of the guaranty hereunder including such instance including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation indemnification, and any right to participate in any claim, right claim or remedy of any Holder the Holders against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquiresIssuer, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer, directly or indirectly, in cash or other property or by statuteset-off or in any other manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a Subsidiary any Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligationspreceding sentence and any amounts owing to the Trustee or the Holders of Securities under the Securities, and all this Indenture, or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole other document or instrument delivered under or in part and any Holder is required to repay any sums received by any of them connection with such agreements or instruments, shall not have been paid in payment of the Guaranteed Obligationsfull, this Guaranty shall be automatically reinstated and such amount shall be have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the Guaranteed ObligationsObligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured. The provisions , in accordance with the terms of this paragraph shall survive Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the termination financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 is knowingly made in contemplation of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding any Until payment or payments in full is made by any Subsidiary Guarantor hereunder, or any application by any Holder of any security or the Notes and all other obligations of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder Holders or the Trustee hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, and under common law or otherwise, and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property of the Company, in each case unless and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter)Notes, each Subsidiary Guarantor hereby expressly irrevocably waives any right to exercise any claim, right claim or remedy other rights which such Subsidiary Guarantor it may now have or hereafter acquire against the Company that arise from the existence, payment, performance or any other enforcement of such Subsidiary Guarantor that arises Guarantor's obligations under the NotesSubsidiary Guarantee and this Indenture, the Note Purchase Agreement or from the performance by including without limitation, any Subsidiary Guarantor of the guaranty hereunder including any claim, remedy or right of subrogation, reimbursement, exoneration, contributionindemnification, indemnification or participation and any right to participate in any claim, right claim or remedy of any Holder of Notes against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquiresCompany, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by statuteset-off or any other manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a any Subsidiary Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligationspreceding sentence and the Notes shall not have been paid in full, and all or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole or in part and any Holder is required to repay any sums received by any of them in payment of the Guaranteed Obligations, this Guaranty shall be automatically reinstated and 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 Holders Notes, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied to upon the Guaranteed ObligationsNotes, whether matured or unmatured. The provisions , in accordance with the terms of this paragraph shall survive Indenture. Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the termination financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.06 is knowingly made in contemplation of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, Until this Indenture is discharged and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property all of the Company, in each case unless Notes are discharged and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly irrevocably waives any right and agrees not to exercise any claim, right claim or remedy other rights which such Subsidiary Guarantor it may now have or hereafter acquire against the Company Co-Issuers that arise from the existence, payment, performance or any other Subsidiary Guarantor that arises enforcement of the Co-Issuers’ obligations under the NotesNotes or this Indenture and such Guarantor’s obligations under this Note Guarantee and this Indenture, the Note Purchase Agreement or from the performance by in any Subsidiary Guarantor of the guaranty hereunder including such instance, including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation indemnification, and any right to participate in any claim, right claim or remedy of any Holder the Holders against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquiresCo-Issuers, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Co-Issuers, directly or indirectly, in cash or other assets or by statuteset-off or in any other manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a Subsidiary any Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligationspreceding sentence and any amounts owing to the Trustee or the Holders under the Notes, and all this Indenture, or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole other document or instrument delivered under or in part and any Holder is required to repay any sums received by any of them connection with such agreements or instruments, shall not have been paid in payment of the Guaranteed Obligationsfull, this Guaranty shall be automatically reinstated and such amount shall be have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the Guaranteed Obligationsobligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured. The provisions , in accordance with the terms of this paragraph Indenture. Each Guarantor acknowledges that it shall survive receive direct and indirect benefits from the termination financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 is knowingly made in contemplation of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, Until this Indenture is discharged and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property all of the Company, in each case unless Securities are discharged and until the Guaranteed Obligations have been paid in full. Until such time (but , the Guarantors hereby irrevocably waive and agree not thereafter), each Subsidiary Guarantor hereby expressly waives any right to exercise any claim, right claim or remedy other rights which such Subsidiary Guarantor they may now have or hereafter acquire against the Company that arise from the existence, payment, performance or any other Subsidiary Guarantor that arises enforcement of the Company's obligations under the NotesSecurities or this Indenture and the Guarantors' obligations under the Guarantees and this Indenture, the Note Purchase Agreement or from the performance by in any Subsidiary Guarantor of the guaranty hereunder including such instance including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation indemnification, and any right to participate in any claim, right claim or remedy of any Holder the Holders against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquiresCompany, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by statuteset-off or in any other manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a Subsidiary Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligationspreceding sentence and any amounts owing to the Trustee or the Holders of Securities, and all this Indenture, or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole other document or instrument delivered under or in part and any Holder is required to repay any sums received by any of them connection with such agreements or instruments, shall not have been paid in payment of the Guaranteed Obligationsfull, this Guaranty shall be automatically reinstated and such amount shall be have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the Guaranteed Obligationsobligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured. The provisions , in accordance with the terms of this paragraph shall survive Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the termination financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 13.05 is knowingly made in contemplation of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, Until this Indenture is discharged and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property all of the Company, in each case unless Notes are discharged and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly irrevocably waives any right and agrees not to exercise any claim, right claim or remedy other rights which such Subsidiary Guarantor it may now have or hereafter acquire against the Company that arise from the existence, payment, performance or any other Subsidiary Guarantor that arises enforcement of the Company’s obligations under the NotesNotes or this Indenture and such Guarantor’s obligations under this Note Guarantee and this Indenture, the Note Purchase Agreement or from the performance by in any Subsidiary Guarantor of the guaranty hereunder including such instance including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation indemnification, and any right to participate in any claim, right claim or remedy of any Holder the Holders against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquiresCompany, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other assets or by statuteset-off or in any other manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a Subsidiary any Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligationspreceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, and all this Indenture, or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole other document or instrument delivered under or in part and any Holder is required to repay any sums received by any of them connection with such agreements or instruments, shall not have been paid in payment of the Guaranteed Obligationsfull, this Guaranty shall be automatically reinstated and such amount shall be have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the Guaranteed Obligationsobligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured. The provisions , in accordance with the terms of this paragraph shall survive Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the termination financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.06 is knowingly made in contemplation of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of Until such Subsidiary Guarantor against time as the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property of the Company, in each case unless and until the Guaranteed Obligations have been indefeasibly paid in full. Until such time (but not thereafter), each Subsidiary Guarantor in cash, and the Commitments have been terminated, the Borrower hereby expressly irrevocably waives any right to exercise any claim, right claim or remedy other rights which such Subsidiary Guarantor it may now have or hereafter acquire against the Company Borrower or any other Subsidiary Guarantor Obligor that arises arise from the existence, payment, performance or enforcement of the Borrower's obligations under the Notes, the Note Purchase this Pledge Agreement or from the performance by any Subsidiary Guarantor of the guaranty hereunder other Loan Document, including any claim, remedy or right of subrogation, reimbursement, exoneration, contributionor indemnification, indemnification or participation any right to participate in any claim, right claim or remedy of any Holder the Lender Parties against the Company Borrower or any Subsidiary Guarantor, other Obligor or any security that any Holder collateral which the Agent now has or hereafter acquires, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including the right to take or receive from the Borrower or any other Obligor, directly or indirectly, in cash or other property or by statuteset-off or in any manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a Subsidiary Guarantor by the Company or another Subsidiary Guarantor after payment Borrower in full violation of the Guaranteed Obligationspreceding sentence and the Obligations shall not have been indefeasibly paid in full, in cash, and all or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole or in part and any Holder is required to repay any sums received by any of them in payment of the Guaranteed ObligationsCommitments have not been terminated, this Guaranty shall be automatically reinstated and such amount shall be deemed to have been paid to the Borrower for the benefit of, and held in trust for for, the benefit of the Holders Lender Parties, and shall forthwith be paid to the Holders Lender Parties to be credited and applied to upon the Guaranteed Obligations, whether matured or unmatured. The provisions Borrower acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Credit Agreements and that the waiver set forth in this Section is knowingly made in contemplation of this paragraph shall survive the termination of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, Until this Indenture is discharged and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property all of the Company, in each case unless Notes are discharged and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly irrevocably waives any right and agrees not to exercise any claim, right claim or remedy other rights which such Subsidiary Guarantor it may now have or hereafter acquire against the Company Issuer that arise from the existence, payment, performance or any other Subsidiary Guarantor that arises enforcement of the Issuer’s obligations under the NotesNotes or this Indenture and such Guarantor’s obligations under its Guarantee and this Indenture, the Note Purchase Agreement or from the performance by in any Subsidiary Guarantor of the guaranty hereunder such instance including any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation indemnification, and any right to participate in any claim, right claim or remedy of any Holder the Holders against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquiresIssuer, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including the right to take or receive from the Issuer, directly or indirectly, in cash or other assets or by statuteset-off or in any other manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a Subsidiary any Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligationspreceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, and all this Indenture, or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole other document or instrument delivered under or in part and any Holder is required to repay any sums received by any of them connection with such agreements or instruments, shall not have been paid in payment of the Guaranteed Obligationsfull, this Guaranty shall be automatically reinstated and such amount shall be have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the Guaranteed Obligationsobligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured. The provisions , in accordance with the terms of this paragraph shall survive Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the termination financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 is knowingly made in contemplation of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, Until this Indenture is discharged and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property all of the Company, in each case unless Securities are discharged and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly irrevocably waives any right and agrees not to exercise any claim, right claim or remedy other rights which such Subsidiary Guarantor it may now have or hereafter acquire against the Company Issuer that arise from the existence, payment, performance or any other Subsidiary Guarantor that arises enforcement of the Issuer’s obligations under the NotesSecurities or this Indenture and such Guarantor’s obligations under the Guarantee and this Indenture, the Note Purchase Agreement or from the performance by in any Subsidiary Guarantor of the guaranty hereunder including such instance including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation indemnification, and any right to participate in any claim, right claim or remedy of any Holder the Holders against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquiresIssuer, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer, directly or indirectly, in cash or other assets or by statuteset-off or in any other manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a Subsidiary any Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligationspreceding sentence and any amounts owing to the Trustee or the Holders under the Securities, and all this Indenture, or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole other document or instrument delivered under or in part and any Holder is required to repay any sums received by any of them connection with such agreements or instruments, shall not have been paid in payment of the Guaranteed Obligationsfull, this Guaranty shall be automatically reinstated and such amount shall be have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the Guaranteed Obligationsobligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured. The provisions , in accordance with the terms of this paragraph shall survive Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the termination financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.06 is knowingly made in contemplation of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, Until this Indenture is discharged and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property all of the Company, in each case unless Securities are discharged and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly irrevocably waives any right and agrees not to exercise any claim, right claim or remedy other rights which such Subsidiary Guarantor it may now have or hereafter acquire against the Company that arise from the existence, payment, performance or any other Subsidiary Guarantor that arises enforcement of the Company’s obligations under the NotesSecurities or this Indenture and such Guarantor’s obligations under this Guarantee and this Indenture, the Note Purchase Agreement or from the performance by in any Subsidiary Guarantor of the guaranty hereunder including such instance including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation indemnification, and any right to participate in any claim, right claim or remedy of any Holder the Holders against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquiresCompany, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by statuteset-off or in any other manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a Subsidiary any Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligationspreceding sentence and any amounts owing to the Trustee or the Holders of Securities under the Securities, and all this Indenture, or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole other document or instrument delivered under or in part and any Holder is required to repay any sums received by any of them connection with such agreements or instruments, shall not have been paid in payment of the Guaranteed Obligationsfull, this Guaranty shall be automatically reinstated and such amount shall be have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the Guaranteed Obligationsobligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured. The provisions , in accordance with the terms of this paragraph shall survive Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the termination financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.06 is knowingly made in contemplation of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary the Parent Guarantor hereunder, or any application by any Holder holder of any security or of any credits or claims, no Subsidiary the Parent Guarantor will assert or not exercise any rights of any Holder holder or of such Subsidiary the Parent Guarantor against the Company to recover the amount of any payment made by such Subsidiary the Parent Guarantor to any Holder holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, and such Subsidiary the Parent Guarantor shall not have exercise any right of recourse to or any claim against assets or property of the Company, in each case unless and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary the Parent Guarantor hereby expressly waives any right to exercise any claim, right or remedy which such Subsidiary the Parent Guarantor may now have or hereafter acquire against the Company or any other Subsidiary Guarantor Person that arises under the Notes, the Note Purchase Agreement other Financing Agreements or from the performance by any Subsidiary the Parent Guarantor of the guaranty Guaranty hereunder including any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy of any Holder holder against the Company or any Subsidiary the Parent Guarantor, or any security that any Holder holder now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. If any amount shall be paid to a Subsidiary the Parent Guarantor by the Company or another Subsidiary Guarantor after payment in full of the Guaranteed Obligations, and all or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole or in part and any Holder holder is required to repay any sums received by any of them in payment of the Guaranteed Obligations, this Guaranty Parent Guarantee shall be automatically reinstated and such amount shall be held in trust for the benefit of the Holders holders and shall forthwith be paid to the Holders holders to be credited and applied to the Guaranteed Obligations, whether matured or unmatured. The provisions of this paragraph Section 23.5 shall survive the termination of this GuarantyParent Guarantee, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal federal, state or state provincial law.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, Until this Indenture is discharged and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property all of the Company, in each case unless Notes are discharged and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly irrevocably waives any right and agrees not to exercise any claim, right claim or remedy other rights which such Subsidiary Guarantor it may now have or hereafter acquire against the Company that arise from the existence, payment, performance or any other Subsidiary Guarantor that arises enforcement of the Company's obligations under the NotesNotes or this Indenture and such Guarantor's obligations under this Guarantee and this Indenture, the Note Purchase Agreement or from the performance by in any Subsidiary Guarantor of the guaranty hereunder including such instance including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation indemnification, and any right to participate in any claim, right claim or remedy of any Holder the Holders against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquiresCompany, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by statuteset-off or in any other manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a Subsidiary any Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligationspreceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, and all this Indenture, or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole other document or instrument delivered under or in part and any Holder is required to repay any sums received by any of them connection with such agreements or instruments, shall not have been paid in payment of the Guaranteed Obligationsfull, this Guaranty shall be automatically reinstated and such amount shall be have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the Guaranteed Obligationsobligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured. The provisions , in accordance with the terms of this paragraph shall survive Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the termination financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 is knowingly made in contemplation of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contractEach Guarantor, by statuteexecution of this Indenture or a supplemental indenture in substantially the form of Exhibit B hereto, under common waives to the extent permitted by law or otherwise, and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property of the Company, in each case unless and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly waives any right to exercise any claim, right or remedy other rights which such Subsidiary Guarantor it may now have or hereafter acquire against the Company or any other Subsidiary Guarantor that arises under the Notes, the Note Purchase Agreement or arise from the existence, payment, performance by or enforcement of such Guarantor’s obligations under this Indenture, including, without limitation, any Subsidiary Guarantor of the guaranty hereunder including any claim, remedy or right of subrogation, reimbursement, exoneration, contributionindemnification, indemnification or participation and any right to participate in any claim, right claim or remedy of any Holder of the Securities of a Guaranteed Series of Securities against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquiresCompany, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by statuteset-off or in any other manner, under common law payment on account of such claim or otherwiseother rights. If any amount shall be paid to a Subsidiary any Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligationspreceding sentence and the Securities of such Series shall not have been paid in full, and all or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole or in part and any Holder is required to repay any sums received by any of them in payment of the Guaranteed Obligations, this Guaranty shall be automatically reinstated and such amount shall be have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the Holders Securities of such Series, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied to upon the Guaranteed ObligationsSecurities of such Series, whether matured or unmatured. The provisions , in accordance with the terms of this paragraph shall survive the termination Indenture. Each Guarantor, by execution of this GuarantyIndenture, shall acknowledge that it shall receive direct and any satisfaction indirect benefits from the financing arrangements contemplated by this Indenture and discharge that the waiver set forth in this Section 10.03 is knowingly made in contemplation of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, Until this Indenture is discharged and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property all of the Company, in each case unless Notes are discharged and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly irrevocably waives any right and agrees not to exercise any claim, right claim or remedy other rights which such Subsidiary Guarantor it may now have or hereafter acquire against the Company Issuer that arise from the existence, payment, performance or any other Subsidiary Guarantor that arises enforcement of the Issuer’s obligations under the NotesNotes or this Indenture and such Guarantor’s obligations under this Subsidiary Guarantee and this Indenture, the Note Purchase Agreement or from the performance by in any Subsidiary Guarantor of the guaranty hereunder including such instance including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contributioncontribution or indemnification, indemnification or participation and any right to participate in any claim, right claim or remedy of any Holder the Holders against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquiresIssuer, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer, directly or indirectly, in cash or other assets or by statuteset-off or in any other manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a Subsidiary any Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligationspreceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, and all this Indenture or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole other document or instrument delivered under or in part and any Holder is required to repay any sums received by any of them connection with such agreements or instruments shall not have been paid in payment of the Guaranteed Obligationsfull, this Guaranty shall be automatically reinstated and such amount shall be have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the Guaranteed Obligationsobligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured. The provisions , in accordance with the terms of this paragraph shall survive Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the termination financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.06 is knowingly made in contemplation of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, Until this Indenture is discharged and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property all of the Company, in each case unless Notes are discharged and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly irrevocably waives any right and agrees not to exercise any claim, right claim or remedy other rights which such Subsidiary Guarantor it may now have or hereafter acquire against the Company Issuers that arise from the existence, payment, performance or any other Subsidiary Guarantor that arises enforcement of the Issuers’ obligations under the NotesNotes or this Indenture and such Guarantor’s obligations under its Guarantee hereunder and this Indenture, the Note Purchase Agreement or from the performance by in any Subsidiary Guarantor of the guaranty hereunder including such instance including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation indemnification, and any right to participate in any claim, right claim or remedy of any Holder the holders against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquiresIssuers, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuers, directly or indirectly, in cash or other property or by statuteset-off or in any other manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a Subsidiary any Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligationspreceding sentence and any amounts owing to the Trustee or the Noteholders under the Notes, and all this Indenture, or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole other document or instrument delivered under or in part and any Holder is required to repay any sums received by any of them connection with such agreements or instruments, shall not have been paid in payment of the Guaranteed Obligationsfull, this Guaranty shall be automatically reinstated and such amount shall be have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of of, the Holders Trustee or the Noteholders and shall forthwith be paid to the Holders Trustee for the benefit of itself or such Noteholders to be credited and applied to the Guaranteed Obligationsobligations in favor of the Trustee or the Noteholders, as the case may be, whether matured or unmatured. The provisions , in accordance with the terms of this paragraph shall survive Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the termination financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.06 is knowingly made in contemplation of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding (a) Each Guarantor hereby irrevocably waives, until payment in full of all Guaranteed Obligations and termination of all Commitments, any payment claim or payments made by other rights which it may acquire against the Borrower that arise from such Guarantor’s obligations under this Agreement or any Subsidiary Guarantor hereunderother Credit Document or any Subject Swap Contract, including, without limitation, any right of subrogation (including, without limitation, any statutory rights of subrogation under Section 509 of the Bankruptcy Code, 11 U.S.C. §509, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogationotherwise), reimbursement, exoneration, contribution, indemnityindemnification, participation or otherwise arising by contract, by statute, under common law or otherwise, and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property of the Company, in each case unless and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly waives any right to exercise any claim, right or remedy which such Subsidiary Guarantor may now have or hereafter acquire against the Company or any other Subsidiary Guarantor that arises under the Notes, the Note Purchase Agreement or from the performance by any Subsidiary Guarantor of the guaranty hereunder including any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation participate in any claim, right claim or remedy of the Administrative Agent or any Holder Bank (including any Swap Bank) against the Company Borrower or any Subsidiary Guarantor, collateral which the Administrative Agent or any security that Bank (including any Holder Swap Bank) now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. If any amount shall be paid to a Subsidiary any Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligations, preceding sentence and all or any portion of the Guaranteed Obligations shall thereafter be reinstated not have been paid in whole or in part full and any Holder is required to repay any sums received by any of them in payment all of the Guaranteed ObligationsCommitments terminated, this Guaranty shall be automatically reinstated and such amount shall be held in trust for the benefit of the Holders Administrative Agent or any Bank (including any Swap Bank) and shall forthwith promptly be paid to the Holders Administrative Agent for the benefit of the Administrative Agent or any Bank (including any Swap Bank) to be credited and applied to the Guaranteed Obligations, whether matured or unmatured, as the Administrative Agent may elect. The provisions Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Term Loan Agreement and the Subject Swap Contracts and that the waiver set forth in this Section 6.03(a) is knowingly made in contemplation of this paragraph shall survive such benefits. (b) Each Guarantor further agrees that it will not enter into any agreement providing, directly or indirectly, for any contribution, reimbursement, repayment, or indemnity by the termination of this Guaranty, and Borrower or any satisfaction and discharge of the Company by virtue other Person on account of any payment, court order payment by such Guarantor to the Administrative Agent or any Federal or state lawBank (including any Swap Bank) under this Agreement.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, Until this Indenture is discharged and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property all of the Company, in each case unless Notes are discharged and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly irrevocably waives any right and agrees not to exercise any claim, right claim or remedy other rights which such Subsidiary Guarantor it may now have or hereafter acquire against the Company that arise from the existence, payment, performance or any other Subsidiary Guarantor that arises enforcement of the Company's obligations under the NotesNotes or this Indenture and such Guarantor's obligations under this Note Guarantee and this Indenture, the Note Purchase Agreement or from the performance by in any Subsidiary Guarantor of the guaranty hereunder including such instance including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation indemnification, and any right to participate in any claim, right claim or remedy of any Holder against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquiresCompany, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by statuteset-off or in any other manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a Subsidiary any Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligationspreceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, and all this Indenture, or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole other document or instrument delivered under or in part and any Holder is required to repay any sums received by any of them connection with such agreements or instruments, shall not have been paid in payment of the Guaranteed Obligationsfull, this Guaranty shall be automatically reinstated and such amount shall be have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the Holders Notes, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied to the Guaranteed ObligationsNotes, whether matured or unmatured. The provisions , in accordance with the terms of this paragraph shall survive Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the termination financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 12.05 is knowingly made in contemplation of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunderother provision of this Guaranty to the contrary, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property of the Company, in each case unless and until the Guaranteed Obligations have been Loan is indefeasibly paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly waives any right to exercise any claim, right claim or remedy other rights which such Subsidiary Guarantor may now have or hereafter acquire against the Company Borrower or any other Subsidiary Guarantor guarantor of all or any of the obligations that arises under the Notes, the Note Purchase Agreement or arise from the existence or performance by of Guarantor’s obligations under this Guaranty (all such claims and rights are referred to as “Guarantor’s Conditional Rights”), including, without limitation, any Subsidiary Guarantor of the guaranty hereunder including any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation indemnification, any right to participate in any claim, right claim or remedy of any Holder Lender against the Company or any Subsidiary Guarantor, Borrower or any security that any Holder or collateral which Lender now has or hereafter acquires, whether or not such claim, remedy or right or remedy arises in equity, equity or under contract, statute (including the Bankruptcy Code or any successor or similar statute) or common law, by statute, under common law any payment made hereunder or otherwise, including without limitation, the right to take or receive from Borrower, directly or indirectly, in cash or other property or by setoff or in any other manner, payment or security on account of such claim or other rights. If If, notwithstanding the foregoing provisions, any amount shall be paid to a Subsidiary Guarantor by the Company or another Subsidiary on account of Guarantor’s Conditional Rights and either (i) such amount is paid to Guarantor after payment in full of the Guaranteed Obligations, and all or at any portion of time when the Guaranteed Obligations shall thereafter not have been paid or performed in full, or (ii) regardless of when such amount is paid to Guarantor, any payment made by Borrower to Lender is subsequently invalidated, declared to be reinstated in whole fraudulent or in part and any Holder is preferential, set aside or required to repay be repaid by Lender or paid over to a trustee, receiver or any sums received by other entity, whether under any of them in payment of the Guaranteed Obligationsbankruptcy act or otherwise (such payment, this Guaranty shall be automatically reinstated and a “Preferential Payment”), then such amount paid to Guarantor shall be held in trust for the benefit of the Holders Lender and shall forthwith be paid to the Holders Lender to be credited and applied to upon the Guaranteed Obligations, whether matured or unmatured, in such order as Lender, in its sole and absolute discretion, shall determine. The provisions of this paragraph foregoing waivers shall survive be effective until the termination of this Guaranty, Guaranteed Obligations have been paid and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawperformed in full.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, Until this Indenture is discharged and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property all of the Company, in each case unless Securities are discharged and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly irrevocably waives any right and agrees not to exercise any claim, right claim or remedy other rights which such Subsidiary Guarantor it may now have or hereafter acquire against the Company Issuer that arise from the existence, payment, performance or any other Subsidiary Guarantor that arises enforcement of the Issuer’s Obligations under the NotesSecurities or this Indenture and such Guarantor’s Obligations under its Guarantee under this Indenture, the Note Purchase Agreement or from the performance by in any Subsidiary Guarantor of the guaranty hereunder including such instance including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation indemnification, and any right to participate in any claim, right claim or remedy of any Holder the Holders against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquiresIssuer, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer, directly or indirectly, in cash or other property or by statuteset-off or in any other manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a Subsidiary any Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligationspreceding sentence and any amounts owing to the Trustee or the Holders of Securities under the Securities, and all this Indenture, or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole other document or instrument delivered under or in part and any Holder is required to repay any sums received by any of them connection with such agreements or instruments, shall not have been paid in payment of the Guaranteed Obligationsfull, this Guaranty shall be automatically reinstated and such amount shall be have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the Guaranteed ObligationsObligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured. The provisions , in accordance with the terms of this paragraph shall survive Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the termination financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 is knowingly made in contemplation of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, Until this Indenture is discharged and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property all of the Company, in each case unless Securities are discharged and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor Guarantor, upon the execution and delivery of this Indenture or a Guarantee pursuant to Section 4.15 or 4.19, shall hereby expressly waives any right irrevocably waive and agrees not to exercise any claim, right claim or remedy other rights which such Subsidiary Guarantor it may now have or hereafter acquire against the Company Issuer that arise from the existence, payment, performance or any other Subsidiary Guarantor that arises enforcement of the Issuer’s obligations under the NotesSecurities or this Indenture and such Guarantor’s obligations under its Guarantee and this Indenture, the Note Purchase Agreement or from the performance by in any Subsidiary Guarantor of the guaranty hereunder including such instance, including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation indemnification, and any right to participate in any claim, right claim or remedy of any Holder the Holders against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquiresIssuer, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer, directly or indirectly, in cash or other property or by statutesetoff or in any other manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a Subsidiary any Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligationspreceding sentence and any amounts owing to the Trustee or the Holders of Securities under the Securities, and all this Indenture, or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole other document or instrument delivered under or in part and any Holder is required to repay any sums received by any of them connection with such agreements or instruments, shall not have been paid in payment of the Guaranteed Obligationsfull, this Guaranty shall be automatically reinstated and such amount shall be have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the Guaranteed Obligationsobligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured. The provisions , in accordance with the terms of this paragraph shall survive Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the termination financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.5 is knowingly made in contemplation of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against Until the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property of the Company, in each case unless and until the Guaranteed Obligations have been Notes are paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly irrevocably waives any right and agrees not to exercise any claim, right claim or remedy other rights which such Subsidiary Guarantor it may now have or hereafter acquire against the Company or any other Restricted Subsidiary Guarantor that arises arise from the existence, payment, performance or enforcement of the Company’s obligations under the NotesNotes or this Supplemental Indenture and such Guarantor’s obligations under its Guarantee and this Supplemental Indenture, the Note Purchase Agreement or from the performance by in any Subsidiary Guarantor of the guaranty hereunder including such instance including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation indemnification, and any right to participate in any claim, right claim or remedy of the Holders, any Holder Agent and the Trustee against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquiresother Restricted Subsidiary, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company or any other Restricted Subsidiary, directly or indirectly, in cash or other property or by statuteset-off or in any other manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a Subsidiary any Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligationspreceding sentence and any amounts owing to the Trustee, and all any Agent or the Holders of Notes under the Notes, this Supplemental Indenture, or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole other document or instrument delivered under or in part and any Holder is required to repay any sums received by any of them connection with such agreements or instruments, shall not have been paid in payment of the Guaranteed Obligationsfull, this Guaranty shall be automatically reinstated and such amount shall be have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Holders, such Agent, and the Trustee and shall, subject to the provisions of the Holders and shall last paragraph of Section 11.01, forthwith be paid to the Holders Trustee for the benefit of such Holders, such Agent and the Trustee to be credited and applied to the Guaranteed Obligationsobligations in favor of the Holders, such Agent and the Trustee, whether matured or unmatured. The provisions , in accordance with the terms of this paragraph shall survive Supplemental Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the termination financing arrangements contemplated by this Supplemental Indenture and that the waiver set forth in this Section 11.03 is knowingly made in contemplation of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against Until the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property of the Company, in each case unless and until the Guaranteed Obligations have been Notes are paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly irrevocably waives any right and agrees not to exercise any claim, right claim or remedy other rights which such Subsidiary Guarantor it may now have or hereafter acquire against the Company Issuer or any other Restricted Subsidiary Guarantor that arises arise from the existence, payment, performance or enforcement of the Issuer’s obligations under the NotesNotes or this Indenture and such Guarantor’s obligations under its Guarantee and this Indenture, the Note Purchase Agreement or from the performance by in any Subsidiary Guarantor of the guaranty hereunder including such instance including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation indemnification, and any right to participate in any claim, right claim or remedy of the Holders, any Holder Agent and the Trustee against the Company Issuer or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquiresother Restricted Subsidiary, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer or any other Restricted Subsidiary, directly or indirectly, in cash or other property or by statuteset-off or in any other manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a Subsidiary any Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligationspreceding sentence and any amounts owing to the Trustee, and all any Agent or the Holders of Notes under the Notes, this Indenture, or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole other document or instrument delivered under or in part and any Holder is required to repay any sums received by any of them connection with such agreements or instruments, shall not have been paid in payment of the Guaranteed Obligationsfull, this Guaranty shall be automatically reinstated and such amount shall be have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of of, the Holders Holders, such Agent, and the Trustee and shall forthwith be paid to the Holders Trustee for the benefit of such Holders, such Agent and the Trustee to be credited and applied to the Guaranteed Obligationsobligations in favor of the Holders, such Agent and the Trustee, whether matured or unmatured. The provisions , in accordance with the terms of this paragraph shall survive Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the termination financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.03 is knowingly made in contemplation of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding The Agency and Contractor waive all rights against (1) each other and any payment of their subcontractors, sub-subcontractors, agents and employees, each of the other, for damages caused by fire or payments made other causes of loss to the extent the property insurance provided by any Subsidiary Guarantor hereunderthe Contractor pursuant to this Section 5.2 covers and pays for the damage, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any except such rights of any Holder or as they have to proceeds of such Subsidiary Guarantor against insurance held by the Company Contractor. The Agency or Contractor, as appropriate, shall require of the subcontractors, sub-subcontractors, agents and employees, each of the other, by appropriate written agreements, similar waivers each in favor of other parties enumerated herein. The policies shall provide such waivers of subrogation by endorsement or otherwise. A waiver of subrogation shall be effective as to recover a person or entity even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, did not pay the insurance premium directly or indirectly, and whether or not the person or entity had an insurable interest in the property damaged. Performance and Payment Bonds: If this box is checked, prior to beginning work, the Contractor shall deliver to the Agency a Performance Bond and a Labor & Material Payment Bond. Each bond shall be in the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way 100% of any claimthe Contract Sum. The Contractor’s Performance Bond shall be in the form of the SE-355, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwisePerformance Bond, and such Subsidiary Guarantor the Labor & Material Payment Bond shall not have any right of recourse to or any claim against assets or property be in the form of the CompanySE-357, Labor & Material Payment Bond. The surety company providing the Bonds shall have, at a minimum, a “Best Rating” of “A” as stated in the most current publication of “Best’s Key Rating Guide, Property - Casualty.” Contractor’s failure to provide bonds as herein required shall be an event of default justifying the Agency, in its sole discretion, in terminating this Contract for cause. Changes in the Work: Any changes in the work must be approved by the Agency and executed by a modification to the Agency purchase requisition form. The modification must be signed by the Contractor and Agency. At the Agency’s request, the Contractor shall prepare a proposal to perform the work of a proposed modification setting forth the amount of the proposed adjustment, if any, in the Contract Sum; and the extent of the proposed adjustment, if any, in the Contract Time. The Agency’s request shall include any revisions to the Drawings or Specifications necessary to define the changes in the Work. Within fifteen days of receiving the request, the Contractor shall submit the proposal to the Agency and Architect along with all substantiating documentation. In the absence of a total agreement concerning the item(s) for a contract modification, a Construction Change Directive shall be used. Agreed Overhead and Profit Rates: For any adjustment to the Contract Sum for which overhead and profit may be recovered, the combined overhead and profit included in the total cost to the Owner for a change in the Work shall be based on the following schedule: For the Contractor, for Work performed by the Contractor’s own forces, not to exceed seventeen (17%) percent of the Contractor’s actual costs. For the Contractor, for Work performed by the Contractor’s Subcontractors, not to exceed ten (10%) percent of each case unless Subcontractor’s actual costs (not including the Subcontractor’s overhead and until profit.) For each Subcontractor involved, for Work performed by that Subcontractor’s own forces, not to exceed seventeen (17%) percent of the Guaranteed Obligations have been paid in fullSubcontractor’s actual costs. Until such time (The percentages cited above shall be considered to include all indirect costs including, but not thereafter)limited to, each Subsidiary Guarantor hereby expressly waives any right to exercise any claimfield and office managers, right or remedy which such Subsidiary Guarantor may now have or hereafter acquire against the Company or any other Subsidiary Guarantor that arises under the Notessupervisors and assistants, the Note Purchase Agreement or from the performance by any Subsidiary Guarantor of the guaranty hereunder including any claimincidental job burdens, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy of any Holder against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. If any amount shall be paid to a Subsidiary Guarantor by the Company or another Subsidiary Guarantor after payment in full of the Guaranteed Obligationssmall tools, and all or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole or in part and any Holder is required to repay any sums received by any of them in payment of the Guaranteed Obligations, this Guaranty shall be automatically reinstated and such amount shall be held in trust for the benefit of the Holders and shall forthwith be paid to the Holders to be credited and applied to the Guaranteed Obligations, whether matured or unmatured. The provisions of this paragraph shall survive the termination of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawgeneral overhead allocations.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Until all Subsidiary Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property of the Company, in each case unless and until the Guaranteed Guarantee Obligations have been are paid in full. Until such time (but not thereafter), full each Subsidiary Guarantor hereby expressly irrevocably waives any right to exercise any claim, right claims or remedy other rights which such Subsidiary Guarantor it may now have or hereafter acquire against the Company that arise from the existence, payment, performance or any other enforcement of such Subsidiary Guarantor that arises Guarantor's obligations under the NotesSubsidiary Guarantee and this Indenture, the Note Purchase Agreement or from the performance by including, without limitation, any Subsidiary Guarantor of the guaranty hereunder including any claim, remedy or right of subrogation, reimbursement, exoneration, contributionindemnification, indemnification or participation and any right to participate in any claim, right claim or remedy of any Holder of Securities against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquiresCompany, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by statuteset-off or in any other manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a any Subsidiary Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligationspreceding sentence and the Securities shall not have been paid in full, and all or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole or in part and any Holder is required to repay any sums received by any of them in payment of the Guaranteed Obligations, this Guaranty shall be automatically reinstated and 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 Holders Securities, and shall shall, forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied to upon the Guaranteed ObligationsSecurities, whether matured or unmatured. The provisions , in accordance with the terms of this paragraph shall survive Indenture. Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the termination financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.06 is knowingly made in contemplation of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contractEach Guarantor, by statuteexecution of this Indenture pursuant to this Article Fifteen, under common waives to the extent permitted by law or otherwise, and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property of the Company, in each case unless and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly waives any right to exercise any claim, right or remedy other rights which such Subsidiary Guarantor it may now have or hereafter acquire against the Company or any other Subsidiary Guarantor that arises under the Notes, the Note Purchase Agreement or arise from the existence, payment, performance by or enforcement of such Guarantor’s obligations under such Note Guarantee and this Indenture, including, without limitation, any Subsidiary Guarantor of the guaranty hereunder including any claim, remedy or right of subrogation, reimbursement, exoneration, contributionindemnification, indemnification or participation and any right to participate in any claim, right claim or remedy of any Holder against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquiresCompany, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by statutethe set-off or in any other manner, under common law payment on account of such claim or otherwiseother rights. If any amount shall be paid to a Subsidiary any Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligationspreceding sentence and the Securities shall not have been paid in full, and all or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole or in part and any Holder is required to repay any sums received by any of them in payment of the Guaranteed Obligations, this Guaranty shall be automatically reinstated and such amount shall be have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the Holders Securities, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied to upon the Guaranteed ObligationsSecurities, whether matured or unmatured. The provisions , in accordance with the terms of this paragraph shall survive the termination Indenture. Each Guarantor, by execution of this GuarantyIndenture pursuant to this Article Fifteen, shall acknowledge that it shall receive direct and any satisfaction indirect benefits from the financing arrangements contemplated by this Indenture and discharge that the waiver set forth in this Section 1507 is knowingly made in contemplation of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property of the Company, in each case unless and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter)as the Notes and the other Obligations of the Company guaranteed hereof have been satisfied in full, each Subsidiary Guarantor hereby expressly irrevocably waives any right to exercise any claim, right claim or remedy other rights which such Subsidiary Guarantor it may now have or hereafter acquire against the Company or any other Subsidiary Guarantor that arises under the Notes, the Note Purchase Agreement or arise from the existence, payment, performance by or enforcement of such Guarantor’s obligations under its Note Guarantee and this Indenture, including, without limitation, any Subsidiary Guarantor of the guaranty hereunder including any claim, remedy or right of subrogation, reimbursement, exoneration, contributionindemnification, indemnification or participation and any right to participate in any claim, right claim or remedy of any Holder of Notes against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquiresCompany, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by statuteset-off or in any other manner, under common law payment or otherwiseNote on account of such claim or other rights. If any amount shall be paid to a Subsidiary any Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligationspreceding sentence and the Notes shall not have been paid in full, and all or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole or in part and any Holder is required to repay any sums received by any of them in payment of the Guaranteed Obligations, this Guaranty shall be automatically reinstated and such amount shall be have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of of, the Holders Holders, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied to upon the Guaranteed ObligationsNotes, whether matured or unmatured. The provisions , in accordance with the terms of this paragraph shall survive Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the termination financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 is knowingly made in contemplation of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor a Borrower hereunder, or any set-off or application by any Holder of funds of any Borrower by the Administrative Agent or any Lender, such Borrower shall not be entitled to be subrogated to any of the rights of the Administrative Agent and the Lenders against the other Borrower or against any collateral security or guarantee or right of offset held by the Administrative Agent or the Lenders for the payment of the Borrower Obligations, nor shall either Borrower seek any credits reimbursement or claims, no Subsidiary Guarantor will assert or exercise any rights contribution from the other Borrower in respect of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment payments made by such Subsidiary Guarantor to any Holder hereunder by way of any claimBorrower hereunder, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property of the Company, in each case unless and until the Guaranteed all Borrower Obligations have been are paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly waives any right to exercise any claim, right no Letters of Credit remain outstanding and the Aggregate Commitments have expired or remedy which such Subsidiary Guarantor may now have or hereafter acquire against the Company or any other Subsidiary Guarantor that arises under the Notes, the Note Purchase Agreement or from the performance by any Subsidiary Guarantor of the guaranty hereunder including any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy of any Holder against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwisebeen terminated. If any amount shall be paid to a Subsidiary Guarantor by the Company or another Subsidiary Guarantor after payment in full either Borrower on account of such subrogation rights at any time when all of the Guaranteed Obligations, and all or any portion of the Guaranteed Borrower Obligations shall thereafter be reinstated not have been paid in whole full, any Letter of Credit remains outstanding or in part and any Holder is required to repay any sums received by any of them in payment of the Guaranteed ObligationsAggregate Commitments have not expired or been terminated, this Guaranty shall be automatically reinstated and such amount shall be held by such Borrower, in trust for the Administrative Agent and each Lender, segregated from other funds of such Borrower and shall, forthwith upon receipt by such Borrower, be turned over to the Administrative Agent, for the ratable benefit of the Holders Administrative Agent and shall forthwith be paid to the Holders Lenders, in the exact form received by such Borrower (duly indorsed by such Borrower, if required), to be credited and applied to against the Guaranteed Borrower Obligations, whether matured mature or unmatured. The provisions of this paragraph shall survive the termination of this Guaranty, and in such order as any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawLender may determine.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, Until this Indenture is discharged and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property all of the Company, in each case unless Notes are discharged and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly irrevocably waives any right and agrees not to exercise any claim, right claim or remedy other rights which such Subsidiary Guarantor it may now have or hereafter acquire against the Company that arise from the existence, payment, performance or any other Subsidiary Guarantor that arises enforcement of the Company's obligations under the NotesNotes or this Indenture and such Subsidiary Guarantor's obligations under this Guarantee and this Indenture, the Note Purchase Agreement or from the performance by in any Subsidiary Guarantor of the guaranty hereunder including such instance including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation indemnification, and any right to participate in any claim, right claim or remedy of any Holder the Holders against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquiresCompany, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by statuteset-off or in any other manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a any Subsidiary Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligationspreceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, and all this Indenture, or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole other document or instrument delivered under or in part and any Holder is required to repay any sums received by any of them connection with such agreements or instruments, shall not have been paid in payment of the Guaranteed Obligationsfull, this Guaranty shall be automatically reinstated and 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 Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the Guaranteed Obligationsobligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured. The provisions , in accordance with the terms of this paragraph shall survive Indenture. Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the termination financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 12.05 is knowingly made in contemplation of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, Until this Indenture is discharged and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property all of the Company, in each case unless Notes are discharged and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly irrevocably waives any right and agrees not to exercise any claim, right claim or remedy other rights which such Subsidiary Guarantor it may now have or hereafter acquire against the Company that arise from the existence, payment, performance or any other Subsidiary Guarantor that arises enforcement of the Company's obligations under the NotesNotes or this Indenture and such Guarantor's obligations under this Guarantee and this Indenture, the Note Purchase Agreement or from the performance by in any Subsidiary Guarantor of the guaranty hereunder including such instance including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation indemnification, and any right to participate in any claim, right claim or remedy of any Holder the Holders against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquiresCompany, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by statuteset-off or in any other manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a Subsidiary any Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligationspreceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, and all this Indenture, or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole other document or instrument delivered under or in part and any Holder is required to repay any sums received by any of them connection with such agreements or instruments, shall not have been paid in payment of the Guaranteed Obligationsfull, this Guaranty shall be automatically reinstated and such amount shall be have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the Guaranteed Obligationsobligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured. The provisions , in accordance with the terms of this paragraph shall survive Indenture. Each Guarantor acknowledges that it will receive direct and/or indirect benefits from the termination financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 is knowingly made in contemplation of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, Until this Supplemental Indenture is discharged and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property all of the Company, in each case unless Notes are discharged and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly irrevocably waives any right and agrees not to exercise any claim, right claim or remedy other rights which such Subsidiary Guarantor it may now have or hereafter acquire against the Company that arise from the existence, payment, performance or any other Subsidiary Guarantor that arises enforcement of the Company's obligations under the NotesNotes or this Supplemental Indenture and such Guarantor's obligations under this Guarantee and this Supplemental Indenture, the Note Purchase Agreement or from the performance by in any Subsidiary Guarantor of the guaranty hereunder including such instance including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation indemnification, and any right to participate in any claim, right claim or remedy of any Holder the Holders against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquiresCompany, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by statuteset-off or in any other manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a Subsidiary any Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligationspreceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, and all this Supplemental Indenture, or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole other document or instrument delivered under or in part and any Holder is required to repay any sums received by any of them connection with such agreements or instruments, shall not have been paid in payment of the Guaranteed Obligationsfull, this Guaranty shall be automatically reinstated and such amount shall be have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the Guaranteed Obligationsobligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured. The provisions , in accordance with the terms of this paragraph shall survive Supplemental Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the termination financing arrangements contemplated by this Supplemental Indenture and that the waiver set forth in this Section 8.05 is knowingly made in contemplation of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunder, or any set-off or application by the Agent or any Holder Bank of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of the Agent or any Holder Bank or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to the Agent or any Holder Bank hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property of the Company, in each case unless and until the Guaranteed Obligations of the Company guaranteed hereby have been paid in fullfully and finally satisfied. Until such time (but not thereafter)time, each Subsidiary Guarantor hereby expressly waives any right to exercise any claim, right or remedy which such Subsidiary Guarantor may now have or hereafter acquire against the Company that arises under this Agreement or any other Subsidiary Guarantor that arises under the Notes, the Note Purchase Agreement Loan Document or from the performance by any Subsidiary Guarantor of the guaranty Guaranty hereunder including any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy of the Agent or any Holder Bank against the Company or any Subsidiary Guarantor, or any security that the Agent or any Holder Bank now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. If any amount shall be paid to a Subsidiary Guarantor by the Company or another Subsidiary Guarantor after payment in full of the Guaranteed Obligations, and all or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole or in part and the Agent or any Holder is required Bank forced to repay any sums received by any of them in payment of the Guaranteed Obligations, this Guaranty shall be automatically reinstated and such amount shall be held in trust for the benefit of the Holders Agent and the Banks and shall forthwith be paid to the Holders Agent to be credited and applied to the Guaranteed Obligations, whether matured or unmatured. The provisions of this paragraph shall survive the termination of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal federal or state law.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, Until this Indenture is discharged and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property all of the Company, in each case unless Notes are discharged and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly irrevocably waives any right and agrees not to exercise any claim, right claim or remedy other rights which such Subsidiary Guarantor it may now have or hereafter acquire against the Company that arise from the existence, payment, performance or any other Subsidiary Guarantor that arises enforcement of the Company's obligations under the NotesNotes or this Indenture and such Guarantor's obligations under this Guarantee and this Indenture, the Note Purchase Agreement or from the performance by in any Subsidiary Guarantor of the guaranty hereunder including such instance including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation indemnification, and any right to participate in any claim, right claim or remedy of any Holder against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquiresCompany, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by statuteset-off or in any other manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a Subsidiary any Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligationspreceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, and all this Indenture, or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole other document or instrument delivered under or in part and any Holder is required to repay any sums received by any of them connection with such agreements or instruments, shall not have been paid in payment of the Guaranteed Obligationsfull, this Guaranty shall be automatically reinstated and such amount shall be have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the Holders Notes, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied to the Guaranteed ObligationsNotes, whether matured or unmatured. The provisions , in accordance with the terms of this paragraph shall survive Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the termination financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 12.06 is knowingly made in contemplation of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding (a) Each Guarantor hereby irrevocably waives, until payment in full of all Guaranteed Obligations and termination of all Commitments, any payment claim or payments made by other rights which it may acquire against the Borrower that arise from such Guarantor's obligations under this Agreement or any Subsidiary Guarantor hereunderother Credit Document, including, without limitation, any right of subrogation (including, without limitation, any statutory rights of subrogation under Section 509 of the Bankruptcy Code, 11 U.S.C. ' 509, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogationotherwise), reimbursement, exoneration, contribution, indemnityindemnification, participation or otherwise arising by contract, by statute, under common law or otherwise, and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property of the Company, in each case unless and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly waives any right to exercise any claim, right or remedy which such Subsidiary Guarantor may now have or hereafter acquire against the Company or any other Subsidiary Guarantor that arises under the Notes, the Note Purchase Agreement or from the performance by any Subsidiary Guarantor of the guaranty hereunder including any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation participate in any claim, right claim or remedy of the Agent, any Holder Co-Documentation Agent or any Bank against the Company Borrower or any Subsidiary Guarantorcollateral which the Agent, any Co-Documentation Agent or any security that any Holder Bank now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. If any amount shall be paid to a Subsidiary any Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligations, preceding sentence and all or any portion of the Guaranteed Obligations shall thereafter be reinstated not have been paid in whole or in part full and any Holder is required to repay any sums received by any of them in payment all of the Guaranteed ObligationsCommitments terminated, this Guaranty shall be automatically reinstated and such amount shall be held in trust for the benefit of the Holders Agent, the Co-Documentation Agents and the Banks, and shall forthwith promptly be paid to the Holders Agent for the benefit of the Agent, the Co-Documentation Agents and the Banks to be credited and applied to the Guaranteed Obligations, whether matured or unmatured, as the Agent may elect. The provisions Each 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 this Section 6.03(a) is knowingly made in contemplation of this paragraph shall survive such benefits. (b) Each Guarantor further agrees that it will not enter into any agreement providing, directly or indirectly, for any contribution, reimbursement, repayment, or indemnity by the termination of this Guaranty, and Borrower or any satisfaction and discharge of the Company by virtue other Person on account of any payment, court order payment by such Guarantor to the Agent or any Federal or state lawthe Banks under this Agreement.

Waiver of Subrogation. Notwithstanding any Until payment or payments made by any Subsidiary Guarantor hereunderin full in cash and performance of all Secured Obligations, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, and such Subsidiary Guarantor shall not have any right of recourse to or Pledgor hereby irrevocably waives any claim against assets or property of the Company, in each case unless and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly waives any right to exercise any claim, right or remedy other rights which such Subsidiary Guarantor Pledgor may now have or hereafter acquire against the Company or any other Subsidiary Guarantor Person that arises arise from the existence, payment, performance or enforcement of Pledgor’s obligations under the Notes, the Note Purchase this Pledge Agreement or from the performance by any Subsidiary Guarantor of the guaranty hereunder Put Agreement, including any claim, remedy or right of subrogation, reimbursement, exonerationexoneration or indemnification, contribution, indemnification or participation any right to participate in any claim, right claim or remedy of any Holder Pledgor against the Company Pledgor or any Subsidiary Guarantor, Person or any security that any Holder collateral (including, without limitation, the Collateral) which Pledgee now has or hereafter acquires, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including the right to take or receive from Pledgor, Pledgor or any other Person, directly or indirectly, in cash or other property or by statutesetoff or in any manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a Subsidiary Guarantor by Pledgor in violation of the Company or another Subsidiary Guarantor after payment preceding sentence and the Secured Obligations shall not have been paid in full of the Guaranteed Obligationsin cash or have not been performed, and all or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole or in part and any Holder is required to repay any sums received by any of them in payment of the Guaranteed Obligations, this Guaranty shall be automatically reinstated and then such amount shall be deemed to have been paid to Pledgor for the benefit of, and held in trust for the benefit of the Holders for, Pledgee and shall forthwith be paid to the Holders Pledgee to be credited and applied to upon the Guaranteed Secured Obligations, whether matured or unmatured. The provisions Pledgor acknowledges that Pledgor will receive direct and indirect benefits from the transactions contemplated by the Series F Units Purchase Agreement and that the waiver set forth in this Section is knowingly made in contemplation of this paragraph shall survive the termination of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Until the Obligations are paid in full, all Commitments have terminated and all Lender Hedging Agreements have terminated (except as provided in Section 10.01(e) of the Credit Agreement), the Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert shall not enforce or exercise any claim or other rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property of the Company, in each case unless and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly waives any right to exercise any claim, right or remedy which such Subsidiary Guarantor it may now have or hereafter acquire against the Company Borrowers or any other Subsidiary Guarantor Obligor that arises under the Notes, the Note Purchase Agreement or arise from the existence, payment, performance by or enforcement of Guarantor’s obligations under this Guaranty or any Subsidiary Guarantor of the guaranty hereunder other Loan Document, including any claim, remedy or right of subrogation, reimbursement, exoneration, contributionor indemnification, indemnification or participation any right to participate in any claim, right claim or remedy of any Holder the Lenders against the Company Borrowers or any Subsidiary Guarantor, other Obligor or any security that any Holder collateral which the Administrative Agent now has or hereafter acquires, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including the right to take or receive from the Borrowers or any other Obligor, directly or indirectly, in cash or other property or by statuteset-off or in any manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a Subsidiary Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligationspreceding sentence, and all or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole or in part and any Holder is required to repay any sums received by any of them in payment of the Guaranteed Obligations, this Guaranty shall be automatically reinstated and such amount shall be deemed to have been paid to Guarantor for the benefit of, and held in trust for for, the benefit of the Holders Lenders, and shall forthwith be paid to the Holders Administrative Agent for the benefit of the Lenders by the Guarantor to be credited and applied to upon the Guaranteed Obligations, whether matured or unmatured. The provisions 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 this Section is knowingly made in contemplation of this paragraph shall survive the termination of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, Until this Indenture is discharged and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property all of the Company, in each case unless Notes are discharged and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly irrevocably waives any right and agrees not to exercise any claim, right claim or remedy other rights which such Subsidiary Guarantor it may now have or hereafter acquire against Casella that arise from the Company existence, payment, performance or any other Subsidiary Guarantor that arises enforcement of ▇▇▇▇▇▇▇'▇ obligations under the NotesNotes or this Indenture and such Guarantor's obligations under this Subsidiary Guarantee and this Indenture, the Note Purchase Agreement or from the performance by in any Subsidiary Guarantor of the guaranty hereunder including such instance including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation indemnification, and any right to participate in any claim, right claim or remedy of any Holder the Holders against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquiresCasella, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from Casella, directly or indirectly, in cash or other assets or by statuteset-off or in any other manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a Subsidiary any Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligationspreceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, and all this Indenture, or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole other document or instrument delivered under or in part and any Holder is required to repay any sums received by any of them connection with such agreements or instruments, shall not have been paid in payment of the Guaranteed Obligationsfull, this Guaranty shall be automatically reinstated and such amount shall be have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the Guaranteed Obligationsobligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured. The provisions , in accordance with the terms of this paragraph shall survive Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the termination financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.06 is knowingly made in contemplation of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding (A) The Borrower hereby irrevocably waives, until satisfaction in full of all of its obligations under the New York Term Notes and the New York Mortgages and termination of all Commitments, any payment claim or payments made by other rights which it may acquire against any Subsidiary Guarantor hereunderthat arise from the Borrower’s obligations under any New York Term Note, New York Mortgage or any other Credit Document, including, without limitation, any right of subrogation (including, without limitation, any statutory rights of subrogation under Section 509 of the Bankruptcy Code, 11 U.S.C. §509, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogationotherwise), reimbursement, exoneration, contribution, indemnityindemnification, participation or otherwise arising by contract, by statute, under common law or otherwise, and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property of the Company, in each case unless and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly waives any right to exercise any claim, right or remedy which such Subsidiary Guarantor may now have or hereafter acquire against the Company or any other Subsidiary Guarantor that arises under the Notes, the Note Purchase Agreement or from the performance by any Subsidiary Guarantor of the guaranty hereunder including any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation participate in any claim, right claim or remedy of any Holder against the Company Administrative Agent or any Bank against such Subsidiary Guarantor, or any security that collateral which the Administrative Agent or any Holder Bank now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. If any amount shall be paid to a Subsidiary Guarantor by the Company Borrower in violation of the preceding sentence and the obligations under such New York Term Note or another Subsidiary Guarantor after payment such New York Mortgage shall not have been paid in full and all of the Guaranteed ObligationsCommitments terminated, and all or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole or in part and any Holder is required to repay any sums received by any of them in payment of the Guaranteed Obligations, this Guaranty shall be automatically reinstated and such amount shall be held in trust by the Administrative Agent for the ratable benefit of the Holders Banks and shall forthwith promptly be paid to the Holders Administrative Agent for the ratable benefit of the Banks to be credited and applied to the Guaranteed Obligationsobligations under such New York Term Note or such New York Mortgage, whether matured or unmatured, as the Administrative Agent may elect. The provisions Borrower acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Agreement and that the waiver set forth in this clause (A) is knowingly made in contemplation of this paragraph shall survive the termination of this Guarantysuch benefits. (B) The Borrower further agrees that it will not enter into any agreement providing, and directly or indirectly, for any satisfaction and discharge of the Company contribution, reimbursement, repayment, or indemnity by virtue any Subsidiary or any other Person on account of any payment, court order payment by the Borrower to the Administrative Agent or any Federal Bank under any New York Term Note or state lawany New York Mortgage.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, Until this Indenture is discharged and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property all of the Company, in each case unless Securities containing Guarantees are discharged and until the Guaranteed Obligations have been paid in full. Until such time (but , the Guarantors hereby irrevocably waive and agree not thereafter), each Subsidiary Guarantor hereby expressly waives any right to exercise any claim, right claim or remedy other rights which such Subsidiary Guarantor they may now have or hereafter acquire against the Company that arise from the existence, payment, performance or any other Subsidiary Guarantor that arises enforcement of the Company’s obligations under such Securities or this Indenture and the Guarantors’ obligations under the NotesGuarantees and this Indenture, the Note Purchase Agreement or from the performance by in any Subsidiary Guarantor of the guaranty hereunder including such instance including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation indemnification, and any right to participate in any claim, right claim or remedy of any Holder the Holders against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquiresCompany, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by statuteset-off or in any other manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a Subsidiary Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligationspreceding sentence and any amounts owing to the Trustee or the Holders of such Securities, and all this Indenture, or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole other document or instrument delivered under or in part and any Holder is required to repay any sums received by any of them connection with such agreements or instruments, shall not have been paid in payment of the Guaranteed Obligationsfull, this Guaranty shall be automatically reinstated and such amount shall be have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of of, the Trustee or such Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the Guaranteed Obligationsobligations in favor of the Trustee or such Holders, as the case may be, whether matured or unmatured. The provisions , in accordance with the terms of this paragraph shall survive Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the termination financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 13.05 is knowingly made in contemplation of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. 12.1 Notwithstanding anything to the contrary herein or in any payment or payments made by any Subsidiary Guarantor hereunderother Loan Document, or any application by any Holder at all times prior to the Loan Maturity Date, each of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, and such Subsidiary Guarantor shall not have any right of recourse to or Subordinated Lenders irrevocably waives any claim against assets or property of the Company, in each case unless and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly waives any right to exercise any claim, right or remedy other rights which such Subsidiary Guarantor it may now have or hereafter acquire against the Company Borrower or any other Subsidiary Guarantor of its Subsidiaries that arises under the Notes, the Note Purchase Agreement or arise from the existence or performance by any Subsidiary Guarantor of the guaranty its Senior Secured Obligations hereunder including any claim, remedy or right and all rights of subrogation, reimbursement, exoneration, contribution, indemnification or participation indemnification, any right to participate in any claim, right claim or remedy of any Holder the Senior Secured Parties against the Company Borrower or any Subsidiary Guarantorof its Subsidiaries, or any security that any Holder which the Senior Secured Parties may now has have or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contractacquire, by statute, under common law any payment made hereunder or otherwise. If , including the right to take or receive from the Borrower or any amount shall Guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. 12.2 For the purposes of such waiver of subrogation, any payments or distributions to the Senior Secured Parties of any cash, property or securities to which the Subordinated Lenders would be paid entitled except for these provisions shall, as between the Borrower or any of its Subsidiaries, on the one hand, and the Subordinated Lenders and their respective other creditors, on the other hand, be deemed to be a Subsidiary Guarantor payment by the Company Borrower or another Subsidiary Guarantor after payment in full any of its Subsidiaries, as the case may be, to or on account of the Guaranteed Senior Secured Obligations, and all or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole or in part and any Holder is required to repay any sums received by any of them in payment of the Guaranteed Obligations, this Guaranty shall be automatically reinstated and such amount shall be held in trust for the benefit of the Holders and shall forthwith be paid to the Holders to be credited and applied to the Guaranteed Obligations, whether matured or unmatured. The provisions of this paragraph shall survive the termination of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state law.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, Until this Indenture is discharged and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property all of the Company, in each case unless Notes are discharged and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly irrevocably waives any right and agrees not to exercise any claim, right claim or remedy other rights which such Subsidiary Guarantor it may now have or hereafter acquire against the Company Issuers that arise from the existence, payment, performance or any other Subsidiary Guarantor that arises enforcement of the Issuers' obligations under the NotesNotes or this Indenture and such Guarantor's obligations under its Guarantee hereunder and this Indenture, the Note Purchase Agreement or from the performance by in any Subsidiary Guarantor of the guaranty hereunder including such instance including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation indemnification, and any right to participate in any claim, right claim or remedy of any Holder the holders against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquiresIssuers, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuers, directly or indirectly, in cash or other property or by statuteset-off or in any other manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a Subsidiary any Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligationspreceding sentence and any amounts owing to the Trustee or the Noteholders under the Notes, and all this Indenture, or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole other document or instrument delivered under or in part and any Holder is required to repay any sums received by any of them connection with such agreements or instruments, shall not have been paid in payment of the Guaranteed Obligationsfull, this Guaranty shall be automatically reinstated and such amount shall be have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of of, the Holders Trustee or the Noteholders and shall forthwith be paid to the Holders Trustee for the benefit of itself or such Noteholders to be credited and applied to the Guaranteed Obligationsobligations in favor of the Trustee or the Noteholders, as the case may be, whether matured or unmatured. The provisions , in accordance with the terms of this paragraph shall survive Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the termination financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.06 is knowingly made in contemplation of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. (a) Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunderother provision of this Guaranty to the contrary, or any application by any Holder until Tenant’s Obligations are fully performed and paid, during the continuance of any security or an Event of any credits or claimsDefault, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property of the Company, in each case unless and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly waives any right to exercise any claim, right claims or remedy other rights which such Subsidiary Guarantor may now have or hereafter acquire against the Company Tenant or any other Subsidiary Guarantor that arises under the Notesguarantor of all or any of Tenant’s Obligations, the Note Purchase Agreement which claims or other rights arise from the existence or performance by of Guarantor’s obligations under this Guaranty (all such claims and rights are referred to as “Guarantor’s Conditional Rights”), including, without limitation, any Subsidiary Guarantor of the guaranty hereunder including any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation indemnification, any right to participate in any claim, right claim or remedy of any Holder Landlord against the Company Tenant or any Subsidiary Guarantor, or any security that any Holder collateral which Landlord now has or hereafter acquires, whether or not such claim, remedy or right or remedy arises in equity, equity or under contract, statute or common law, by statute, under common law any payment made hereunder or otherwise, including without limitation, the right to take or receive from Tenant, directly or indirectly, in cash or other property or by setoff or in any other manner, payment or security on account of such claim or other rights. If If, notwithstanding the foregoing provision, any amount shall be paid to a Subsidiary Guarantor by the Company on account of any Guarantor’s Conditional Rights and either (i) such amount is paid to Guarantor at any time when Tenant’s Obligations shall not have been paid or another Subsidiary Guarantor after payment performed in full during the continuance of the Guaranteed Obligationsan Event of Default, and all or any portion (ii) regardless of the Guaranteed Obligations shall thereafter be reinstated in whole or in part and any Holder is required to repay any sums received by any of them in payment of the Guaranteed Obligations, this Guaranty shall be automatically reinstated and when such amount is paid to Guarantor, any payment made by Tenant to Landlord is at any time determined to be a Preferential Payment, then such amount paid to Guarantor shall be held in trust for the benefit of the Holders Landlord and shall forthwith be paid to the Holders Landlord to be credited and applied to the Guaranteed upon Tenant’s Obligations, whether matured or unmatured. The , in such order as Landlord, in its sole and absolute discretion, shall determine. (b) During the continuance of an Event of Default, to the extent that any of the provisions of this paragraph shall survive the termination subsection (a) of this GuarantySection 8 shall not be enforceable, Guarantor agrees that until such time as Tenant’s Obligations have been paid and performed in full and the period of time has expired during which any payment made by Tenant or Guarantor to Landlord may be determined to be a Preferential Payment, Guarantor’s Conditional Rights to the extent not validly waived shall be subordinate to Landlord’s right to full payment and performance of Tenant’s Obligations, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawGuarantor shall not enforce Guarantor’s Conditional Rights during such period.

Waiver of Subrogation. Notwithstanding any Until the termination hereof and the payment or payments made by any Subsidiary Guarantor hereunder, or any application by any Holder and performance in full of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property of the Company, in each case unless and until the all Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly waives any right to exercise any claim, right or remedy which such Subsidiary Guarantor may now have or hereafter acquire against the Company or any other Subsidiary Guarantor that arises under the Notes, the Note Purchase Agreement or from the performance by any Subsidiary Guarantor of the guaranty hereunder including any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy of any Holder against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. If any amount shall be paid to a Subsidiary Guarantor by the Company or another Subsidiary Guarantor after and payment in full of the Guaranteed Obligationsprincipal of, and all interest on, the Advances, no Contingent Obligor shall exercise any rights against any Borrower arising as a result of payment by any Contingent Obligor under the Article II-A, by way of subrogation or otherwise, and will not prove any portion claim in competition with the Administrative Agent, the Lender Collateral Agent, the Agents or the Lenders in respect of the Guaranteed Obligations shall thereafter be reinstated any payment hereunder in whole bankruptcy or insolvency proceedings of any nature; no Contingent Obligor will claim any set-off or counterclaim against any Borrower in part respect of any liability of any Contingent Obligor to such Borrower; each Contingent Obligor waives any benefit of and any Holder is required right to repay participate in any sums received by any of them in payment of the Guaranteed Obligations, this Guaranty shall be automatically reinstated and such amount shall collateral which may be held in trust for by the benefit of Administrative Agent, the Holders Lender Collateral Agent, the Master Collateral Agent, the Agents or the Lenders; and shall forthwith be paid notwithstanding any other provision to the Holders contrary contained herein, each Contingent Obligor hereby irrevocably waives any and all rights it may have at any time (whether arising directly or indirectly, by operation of law or by contract) to be credited assert any claim against any Borrower on account of payments made under Article II-A, including, without limitation, any and applied to the Guaranteed Obligationsall rights of or claim for subrogation, whether matured or unmatured. The provisions of this paragraph shall survive the termination of this Guarantycontribution, reimbursement, exoneration and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawindemnity.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, Until this Indenture is discharged and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property all of the Company, in each case unless Notes are discharged and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly irrevocably waives any right and agrees not to exercise any claim, right claim or remedy other rights which such Subsidiary Guarantor it may now have or hereafter acquire against the Company Issuers that arise from the existence, payment, performance or any other Subsidiary Guarantor that arises enforcement of the Issuers’ obligations under the NotesNotes or this Indenture and such Guarantor’s obligations under this Note Guarantee and this Indenture, the Note Purchase Agreement or from the performance by in any Subsidiary Guarantor of the guaranty hereunder including such instance including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation indemnification, and any right to participate in any claim, right claim or remedy of any Holder the Holders against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquiresIssuers, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuers, directly or indirectly, in cash or other assets or by statuteset-off or in any other manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a Subsidiary any Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligationspreceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, and all this Indenture, or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole other document or instrument delivered under or in part and any Holder is required to repay any sums received by any of them connection with such agreements or instruments, shall not have been paid in payment of the Guaranteed Obligationsfull, this Guaranty shall be automatically reinstated and such amount shall be have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the Guaranteed Obligationsobligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured. The provisions , in accordance with the terms of this paragraph shall survive Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the termination financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.06 is knowingly made in contemplation of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Each Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, and such Subsidiary Guarantor shall not have any right of recourse to or hereby irrevocably waives any claim against assets or property of the Company, in each case unless and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly waives any right to exercise any claim, right or remedy other rights which such Subsidiary Guarantor it may now have or hereafter acquire against the Company or any other Subsidiary Guarantor of its Subsidiaries that arises under the Notes, the Note Purchase Agreement or arise from the existence, payment, performance by or enforcement of such Subsidiary Guarantor's obligations under this Subsidiary Guarantee and this Indenture, including, without limitation, any Subsidiary Guarantor of the guaranty hereunder including any claim, remedy or right of subrogation, reimbursement, exoneration, contributionindemnification, indemnification or participation and any right to participate in any claim, right claim or remedy of any Holder of Securities against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquiresof its Subsidiaries, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company or any of its Subsidiaries, directly or indirectly, in cash or other property or by statuteset-off or in any other manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a any Subsidiary Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligationspreceding sentence and the Securities shall not have been paid in full, and all or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole or in part and any Holder is required to repay any sums received by any of them in payment of the Guaranteed Obligations, this Guaranty shall be automatically reinstated and 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 Holders Securities, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied to upon the Guaranteed ObligationsSecurities, whether matured or unmatured. The provisions , in accordance with the terms of this paragraph shall survive Indenture. Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the termination financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.5 is knowingly made in contemplation of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Until one year and one day after the Termination Date, each Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, and such Subsidiary Guarantor shall not have any right of recourse to or hereby irrevocably waives any claim against assets or property of the Company, in each case unless and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly waives any right to exercise any claim, right or remedy other rights which such Subsidiary Guarantor it may now have or hereafter acquire against the Company Borrower or any other Subsidiary Guarantor Obligor that arises under the Notes, the Note Purchase Agreement or arise from the existence, payment, performance by or enforcement of such Guarantor’s obligations under this Guaranty or any Subsidiary Guarantor of the guaranty hereunder other Loan Document or Bank Product Agreement, including any claim, remedy or right of subrogation, reimbursement, contribution, exoneration, contributionor indemnification, indemnification or participation any right to participate in any claim, right claim or remedy of any Holder the Secured Parties against the Company Borrower or any Subsidiary Guarantor, other Obligor or any security that any Holder collateral which the Administrative Agent now has or hereafter acquires, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including the right to take or receive from the Borrower or any other Obligor, directly or indirectly, in cash or other property or by statuteset-off or in any manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a Subsidiary any Guarantor by in violation of the Company or another Subsidiary Guarantor after payment preceding sentence and the Obligations shall not have been indefeasibly paid in cash in full of and the Guaranteed Obligations, Commitments have not been terminated and all Letters of Credit have not been terminated or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole or in part and any Holder is required to repay any sums received by any of them in payment of the Guaranteed Obligationsexpired, this Guaranty shall be automatically reinstated and such amount shall be deemed to have been paid to such Guarantor for the benefit of, and held in trust for for, the benefit of the Holders Secured Parties, and shall forthwith be paid to the Holders Secured Parties to be credited and applied to upon the Guaranteed Obligations, whether matured or unmatured. The provisions Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the First Lien Credit Agreement and that the waiver set forth in this Section 2.6 is knowingly made in contemplation of this paragraph shall survive the termination of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding The Agency and Contractor waive all rights against (1) each other and any payment of their subcontractors, sub-subcontractors, agents and employees, each of the other, for damages caused by fire or payments made other causes of loss to the extent the property insurance provided by any Subsidiary Guarantor hereunderthe Contractor pursuant to this Section 5.2 covers and pays for the damage, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any except such rights of any Holder or as they have to proceeds of such Subsidiary Guarantor against insurance held by the Company Contractor. The Agency or Contractor, as appropriate, shall require of the subcontractors, sub-subcontractors, agents and employees, each of the other, by appropriate written agreements, similar waivers each in favor of other parties enumerated herein. The policies shall provide such waivers of subrogation by endorsement or otherwise. A waiver of subrogation shall be effective as to recover a person or entity even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, did not pay the insurance premium directly or indirectly, and whether or not the person or entity had an insurable interest in the property damaged. Performance and Payment Bonds: Prior to beginning work, the Contractor shall deliver to the Agency a Performance Bond and a Labor & Material Payment Bond. Each bond shall be in the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way 100% of any claimthe Contract Sum. The Contractor’s Performance Bond shall be in the form of the SE-355, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwisePerformance Bond, and such Subsidiary Guarantor the Labor & Material Payment Bond shall not have any right of recourse to or any claim against assets or property be in the form of the CompanySE-357, Labor & Material Payment Bond. The surety company providing the Bonds shall have, at a minimum, a “Best Rating” of “A” as stated in the most current publication of “Best’s Key Rating Guide, Property - Casualty.” Contractor’s failure to provide bonds as herein required shall be an event of default justifying the Agency, in each case unless its sole discretion, in terminating this Contract for cause. Changes in the Work: Any changes in the work must be approved by the Agency and until executed by a modification to the Guaranteed Obligations have been paid Agency purchase requisition form. The modification must be signed by the Contractor and Agency. At the Agency’s request, the Contractor shall prepare a proposal to perform the work of a proposed modification setting forth the amount of the proposed adjustment, if any, in fullthe Contract Sum; and the extent of the proposed adjustment, if any, in the Contract Time. Until such time (The Agency’s request shall include any revisions to the Drawings or Specifications necessary to define the changes in the Work. Within fifteen days of receiving the request, the Contractor shall submit the proposal to the Agency and Architect along with all substantiating documentation. In the absence of a total agreement concerning the item(s) for a contract modification, a Construction Change Directive shall be used. Agreed Overhead and Profit Rates: For any adjustment to the Contract Sum for which overhead and profit may be recovered, the Contractor agrees to charge and accept, as full payment for overhead and profit, the following percentages of costs attributable to the change in the Work. The percentages cited below shall be considered to include all indirect costs including, but not thereafter)limited to: field and office managers, each Subsidiary Guarantor hereby expressly waives any right to exercise any claimsupervisors and assistants, right or remedy which such Subsidiary Guarantor may now have or hereafter acquire against incidental job burdens, small tools, and general overhead allocations. The allowable percentages for overhead and profit are as follows: To the Company or any other Subsidiary Guarantor that arises under Contractor for work performed by the NotesContractor’s own forces, the Note Purchase Agreement or from the performance by any Subsidiary Guarantor 17% of the guaranty hereunder including any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy of any Holder against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwiseContractor’s actual costs. If any amount shall be paid to a Subsidiary Guarantor To each Subcontractor for work performed by the Company or another Subsidiary Guarantor after payment in full Subcontractor’s own forces, 17% of the Guaranteed Obligationssubcontractor’s actual costs. To the Contractor for work performed by a subcontractor, and all or any portion 10% of the Guaranteed Obligations shall thereafter be reinstated in whole or in part subcontractor’s actual costs (not including the subcontractor’s overhead and any Holder is required to repay any sums received by any of them in payment of the Guaranteed Obligations, this Guaranty shall be automatically reinstated and such amount shall be held in trust for the benefit of the Holders and shall forthwith be paid to the Holders to be credited and applied to the Guaranteed Obligations, whether matured or unmatured. The provisions of this paragraph shall survive the termination of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawprofit).

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, Until this Indenture is discharged and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property all of the Company, in each case unless Securities are discharged and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly irrevocably waives any right and agrees not to exercise any claim, right claim or remedy other rights which such Subsidiary Guarantor it may now have or hereafter acquire against the Company that arise from the existence, payment, performance or any other Subsidiary Guarantor that arises enforcement of the Company’s obligations under the NotesSecurities or this Indenture and such Guarantor’s obligations under this Guarantee and this Indenture, the Note Purchase Agreement or from the performance by in any Subsidiary Guarantor of the guaranty hereunder such instance including any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation indemnification, and any right to participate in any claim, right claim or remedy of any Holder against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquiresCompany, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including the right to take or receive from the Company, directly or indirectly, in cash or other property or by statuteset-off or in any other manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a Subsidiary any Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligationspreceding sentence and any amounts owing to the Trustee or the Holders of Securities under the Securities, and all this Indenture, or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole other document or instrument delivered under or in part and any Holder is required to repay any sums received by any of them connection with such agreements or instruments, shall not have been paid in payment of the Guaranteed Obligationsfull, this Guaranty shall be automatically reinstated and such amount shall be have been deemed to have been paid to such Guarantor for the benefit of, and held in the trust for the benefit of, the Holders of the Holders Securities, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied to the Guaranteed ObligationsSecurities, whether matured or unmatured. The provisions , in accordance with the terms of this paragraph shall survive Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the termination financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 1405 is knowingly made in contemplation of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, and such Subsidiary Guarantor shall not have any right of recourse to or hereby irrevocably waives any claim against assets or property of the Company, in each case unless and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly waives any right to exercise any claim, right or remedy other rights which such Subsidiary Guarantor it may now have or hereafter acquire against the Company Borrower or any other Subsidiary Guarantor Obligor that arises under the Notes, the Note Purchase Agreement or arise from the existence, payment, performance by or enforcement of Guarantor's obligations under this Guaranty or any Subsidiary Guarantor of the guaranty hereunder other Loan Document, including any claim, remedy or right of subrogation, reimbursement, contribution, exoneration, contributionor indemnification, indemnification or participation any right to participate in any claim, right claim or remedy of any Holder the Lender Parties against the Company Borrower or any Subsidiary Guarantor, other Obligor or any security that any Holder collateral which the Collateral Agent now has or hereafter acquires, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including the right to take or receive from Borrower or any other Obligor, directly or indirectly, in cash or other property or by statuteset-off or in any manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a Subsidiary Guarantor by in violation of the Company or another Subsidiary Guarantor after payment preceding sentence and the Obligations shall not have been paid in cash in full of and the Guaranteed ObligationsCommitments have not been terminated, and all or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole or in part and any Holder is required to repay any sums received by any of them in payment of the Guaranteed Obligations, this Guaranty shall be automatically reinstated and such amount shall be deemed to have been paid to Guarantor for the benefit of, and held in trust for for, the benefit of the Holders Lender Parties, and shall forthwith be paid to the Holders Lender Parties to be credited and applied to upon the Guaranteed Obligations, whether matured or unmatured; otherwise it shall be returned to remitter. The provisions Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Credit Agreements and that the waiver set forth in this Section is knowingly made in contemplation of this paragraph shall survive the termination of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding Landlord and Tenant each hereby releases the other, and waives its right of recovery against the other, for any payment direct or payments made consequential loss or damage arising out of or incident to the perils covered by any Subsidiary Guarantor hereunderthe property insurance policy or policies carried by the waiving party (or, if greater, are required to be carried by Landlord and Tenant under this Lease) to the extent such losses or any application damages are actually covered by any Holder of any security or of any credits or claimssuch insurance policies, no Subsidiary Guarantor will assert or exercise any WHETHER OR NOT SUCH DAMAGE OR LOSS MAY BE ATTRIBUTABLE TO THE NEGLIGENCE OF EITHER PARTY OR THEIR AGENTS, INVITEES, CONTRACTORS, OR EMPLOYEES. Each party shall cause its insurance carrier to endorse all applicable policies waiving the carrier’s rights of any Holder recovery under subrogation or of such Subsidiary Guarantor otherwise against the Company other party. Additionally, each party waives any claim it may have against the other party for any Loss (defined below) to recover the amount of extent such Loss is caused by a terrorist act. Such waiver shall not limit any payment indemnity or other waiver made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwisethis Lease. Landlord and Tenant each also hereby releases the other, and such Subsidiary Guarantor shall not have any waives its right of recourse to or any claim against assets or property of the Company, in each case unless and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly waives any right to exercise any claim, right or remedy which such Subsidiary Guarantor may now have or hereafter acquire recovery against the Company other, for any direct or any other Subsidiary Guarantor consequential loss or damage arising out of or incident to the perils that arises under the Notes, the Note Purchase Agreement or from the performance by any Subsidiary Guarantor of the guaranty hereunder including any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy of any Holder against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. If any amount shall would be paid to a Subsidiary Guarantor covered by the Company property insurance policy or another Subsidiary Guarantor after payment in full of the Guaranteed Obligations, and all or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole or in part and any Holder is policies required to repay any sums received be carried by any of them in payment of the Guaranteed Obligationswaiving party even if not actually carried, this Guaranty shall be automatically reinstated and such amount shall be held in trust for the benefit of the Holders and shall forthwith be paid to the Holders to be credited and applied to the Guaranteed ObligationsWHETHER OR NOT SUCH DAMAGE OR LOSS MAY BE ATTRIBUTABLE TO THE NEGLIGENCE OF EITHER PARTY OR THEIR AGENTS, whether matured or unmaturedINVITEES, CONTRACTORS, OR EMPLOYEES. The provisions of this paragraph shall survive the termination of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawTHE PARTIES HEREBY ACKNOWLEDGE THAT THIS WAIVER OF SUBROGATION PROVISION APPLIES EVEN IF THE RELEASED PARTY IS NEGLIGENT.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunder, or any application by any Holder Until the Credit Agreement is terminated and all of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property of the Company, in each case unless and until the Guaranteed Obligations (other than contingent indemnification obligations for which no claims have been asserted) have been paid in full. Until such time (but not thereafter), each Subsidiary the Guarantor hereby expressly irrevocably waives any right and agrees not to exercise any claim, right claim or remedy other rights which such Subsidiary Guarantor it may now have or hereafter acquire against the Company Borrower that arise from the existence, payment, performance or any other Subsidiary Guarantor that arises enforcement of the Borrower’s obligations under the NotesCredit Agreement and the Guarantor’s obligations under this Guaranty, the Note Purchase Agreement or from the performance by in any Subsidiary Guarantor of the guaranty hereunder including such instance including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation indemnification, and any right to participate in any claim, right claim or remedy of any Holder the Administrative Agent, the L/C Issuers or the Lenders against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquiresBorrower, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower, directly or indirectly, in cash or other property or by statuteset-off or in any other manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a Subsidiary the Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligations, preceding sentence and all or any portion of the Guaranteed Obligations shall thereafter be reinstated not have been paid in whole or in part and any Holder is required to repay any sums received by any of them in payment of the Guaranteed Obligationsfull, this Guaranty shall be automatically reinstated and such amount shall be have been deemed to have been paid to the Guarantor for the benefit of, and held in trust for the benefit of of, the Holders Administrative Agent, the L/C Issuers or the Lenders and shall forthwith be paid to the Holders Administrative Agent to be credited and applied to the Guaranteed ObligationsObligations in favor of the Administrative Agent, the L/C Issuers and the Lenders, whether matured or unmatured, in accordance with the terms of the Loan Documents. The provisions Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waiver set forth in this Section 2 is knowingly made in contemplation of this paragraph shall survive the termination of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding (A) The Borrower hereby irrevocably waives, until satisfaction in full of all of its obligations under the Qualified Term Notes and the Qualified Mortgages and termination of all Commitments, any payment claim or payments made by other rights which it may acquire against any Subsidiary Guarantor hereunderthat arise from the Borrower’s obligations under any Qualified Term Note, Qualified Mortgage or any other Loan Document, including, without limitation, any right of subrogation (including, without limitation, any statutory rights of subrogation under Section 509 of the Bankruptcy Code, 11 U.S.C. §509, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogationotherwise), reimbursement, exoneration, contribution, indemnityindemnification, participation or otherwise arising by contract, by statute, under common law or otherwise, and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property of the Company, in each case unless and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly waives any right to exercise any claim, right or remedy which such Subsidiary Guarantor may now have or hereafter acquire against the Company or any other Subsidiary Guarantor that arises under the Notes, the Note Purchase Agreement or from the performance by any Subsidiary Guarantor of the guaranty hereunder including any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation participate in any claim, right claim or remedy of any Holder against the Company Administrative Agent or any Lender against such Subsidiary Guarantor, or any security that collateral which the Administrative Agent or any Holder Lender now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. If any amount shall be paid to a Subsidiary Guarantor by the Company Borrower in violation of the preceding sentence and the obligations under such Qualified Term Note or another Subsidiary Guarantor after payment such Qualified Mortgage shall not have been paid in full and all of the Guaranteed ObligationsCommitments terminated, and all or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole or in part and any Holder is required to repay any sums received by any of them in payment of the Guaranteed Obligations, this Guaranty shall be automatically reinstated and such amount shall be held in trust by the Administrative Agent for the ratable benefit of the Holders Lenders and shall forthwith promptly be paid to the Holders Administrative Agent for the ratable benefit of the Lenders to be credited and applied to the Guaranteed Obligationsobligations under such Qualified Term Note or such Qualified Mortgage, whether matured or unmatured, as the Administrative Agent may elect. The provisions Borrower acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Agreement and that the waiver set forth in this clause (A) is knowingly made in contemplation of this paragraph shall survive the termination of this Guarantysuch benefits. (B) The Borrower further agrees that it will not enter into any agreement providing, and directly or indirectly, for any satisfaction and discharge of the Company contribution, reimbursement, repayment, or indemnity by virtue any Subsidiary or any other Person on account of any payment, court order payment by the Borrower to the Administrative Agent or any Federal Lender under any Qualified Term Note or state lawany Qualified Mortgage.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against To the Company to recover extent that the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, and such Subsidiary Parent Guarantor shall not have made any right of recourse to or any claim against assets or property of the Companypayments under this Agreement, in each case unless and until the Guaranteed Obligations have Supported Debt has been paid in full. Until such time (but not thereafter), each Subsidiary the Parent Guarantor hereby expressly waives (a) any right to exercise any claim, right or remedy which such Subsidiary Guarantor may now have or hereafter acquire against the Company or any other Subsidiary Guarantor that arises under the Notes, the Note Purchase Agreement or from the performance by any Subsidiary Guarantor of the guaranty hereunder including any claim, remedy or right and all rights of subrogation, reimbursement, exoneration, contribution, or indemnification that the Parent Guarantor may now or participation hereafter have against the Issuer Parties or any other Person (including, without limitation, any co-borrower, co-obligor, guarantor, grantor or pledgor of collateral, general partner or other partner) with respect to any of the Supported Debt, and (b) any and all rights to participate in any claim, right claim or remedy of the Trustee or the Holders or any Holder trustee on behalf of any such Person against the Company Issuer Parties or any Subsidiary Guarantorother Person (including, without limitation, any co-borrower, co-obligor, guarantor, grantor or any security that any Holder now has pledgor of collateral, general partner or hereafter acquires, other partner) whether or not such claim, remedy or right or remedy arises in equity, equity or under contract, statute or common law, including, without limitation, the right to take or receive from any of the Issuer Parties or any such other Person, directly or indirectly, in cash or other property or by statuteset-off or in any other manner, payment or security on account of such claim, remedy or right. Notwithstanding anything to the contrary contained herein, nothing herein shall prevent the Issuer Parties from making payments (including, without limitation, Restricted Payments) or other transfers to the Parent Guarantor to the extent permitted under common law or otherwisethe Senior Notes Indenture. If any amount shall be is paid to a Subsidiary the Parent Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligationsforegoing limitation, and all or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole or in part and any Holder is required to repay any sums received by any of them in payment of the Guaranteed Obligations, this Guaranty shall be automatically reinstated and then such amount shall be held in trust for the benefit of the Trustee and the Holders and shall forthwith be paid to the Holders to be credited and applied pursuant to the Guaranteed Obligationsterms of the Indenture to reduce the amount of the applicable Supported Debt, whether matured or unmatured. The provisions This provision will inure to the benefit of this paragraph shall survive and will be enforceable by the termination Trustee, the Holders, each of this Guarantythe Issuer Parties and any other Persons liable on the Supported Debt, and their successors and assigns, including any satisfaction and discharge of the Company by virtue of any payment, court order trustee in bankruptcy or any Federal or state lawdebtor-in-possession.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, Until this Indenture is discharged and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property all of the Company, in each case unless Notes are discharged and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly irrevocably waives any right and agrees not to exercise any claim, right claim or remedy other rights which such Subsidiary Guarantor it may now have or hereafter acquire against the Company that arise from the existence, payment, performance or any other Subsidiary Guarantor that arises enforcement of the Company's obligations under the NotesNotes or this Indenture and such Subsidiary Guarantor's obligations under this Guarantee and this Indenture, the Note Purchase Agreement or from the performance by in any Subsidiary Guarantor of the guaranty hereunder including such instance including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation indemnification, and any right to participate in any claim, right claim or remedy of any Holder the Holders against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquiresCompany, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by statuteset-off or in any other manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a any Subsidiary Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligationspreceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, and all this Indenture, or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole other document or instrument delivered under or in part and any Holder is required to repay any sums received by any of them connection with such agreements or instruments, shall not have been paid in payment of the Guaranteed Obligationsfull, this Guaranty shall be automatically reinstated and 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 Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the Guaranteed Obligationsobligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured. The provisions , in accordance with the terms of this paragraph shall survive Indenture. Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the termination financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 is knowingly made in contemplation of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, Until this Indenture is discharged and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property all of the Company, in each case unless Securities are discharged and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor Guarantor, shall hereby expressly waives any right irrevocably waive and agrees not to exercise any claim, right claim or remedy other rights which such Subsidiary Guarantor it may now have or hereafter acquire against the Company Issuers that arise from the existence, payment, performance or any other Subsidiary Guarantor that arises enforcement of the Issuer’s obligations under the NotesSecurities or this Indenture and such Guarantor’s obligations under its Guarantee and this Indenture, the Note Purchase Agreement or from the performance by in any Subsidiary Guarantor of the guaranty hereunder including such instance, including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation indemnification, and any right to participate in any claim, right claim or remedy of any Holder the Holders against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquiresIssuers, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuers, directly or indirectly, in cash or other property or by statutesetoff or in any other manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a Subsidiary any Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligationspreceding sentence and any amounts owing to the Trustee or the Holders of Securities under the Securities, and all this Indenture, or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole other document or instrument delivered under or in part and any Holder is required to repay any sums received by any of them connection with such agreements or instruments, shall not have been paid in payment of the Guaranteed Obligationsfull, this Guaranty shall be automatically reinstated and such amount shall be have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the Guaranteed Obligationsobligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured. The provisions , in accordance with the terms of this paragraph shall survive Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the termination financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 is knowingly made in contemplation of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunderanything to the contrary contained in this Lease, or any application by any Holder of any security or of any credits or claimsTENANT agrees that it will, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against at its sole cost and expense, include in its property insurance policies appropriate clauses pursuant to which the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, and such Subsidiary Guarantor shall not have any insurance companies (a) waive all right of recourse to or any claim subrogation against assets or property of the Company, in each case unless and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly waives any right to exercise any claim, right or remedy which such Subsidiary Guarantor may now have or hereafter acquire against the Company or any other Subsidiary Guarantor that arises under the Notes, the Note Purchase Agreement or from the performance by any Subsidiary Guarantor of the guaranty hereunder including any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy of any Holder against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. If any amount shall be paid to a Subsidiary Guarantor by the Company or another Subsidiary Guarantor after payment in full of the Guaranteed Obligations, and all or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole or in part and any Holder is required to repay any sums received by any of them in payment of the Guaranteed Obligations, this Guaranty shall be automatically reinstated and such amount shall be held in trust for the benefit of the Holders and shall forthwith be paid to the Holders to be credited and applied to the Guaranteed Obligations, whether matured or unmatured. The provisions of this paragraph shall survive the termination of this GuarantyLANDLORD, and any satisfaction TENANT of space in the Building, with respect to losses payable under such policies, and discharge (b) agree that such policies shall not be invalidated should the insured waive in writing prior to a loss any or all right of recovery against any party for losses covered by such policies. TENANT shall furnish LANDLORD evidence satisfactory to LANDLORD evidencing the Company inclusion of said clauses in TENANT’s property insurance policies. Provided that LANDLORD’s right of full recovery under its property insurance policies is not adversely affected or prejudiced thereby, LANDLORD hereby waives any and all right of recovery which it might otherwise have against TENANT, its servants, agents and employees, for loss or damage occurring to the Building and fixtures, appurtenances and equipment therein to the extent the same is covered by virtue LANDLORD’s insurance, notwithstanding that such loss or damage may result from the negligence or fault of TENANT, its servants, employees or agents. TENANT hereby waives any and all claims, rights of recovery, actions and causes of action which it might otherwise have against LANDLORD, its agents, servants and employees, and against every other tenant in the Building which shall have executed a similar waiver as set forth in this Section, for damage to the Premises, any Tenant Improvement Work or any Alterations, or for loss or damage to TENANT’s furniture, furnishings, fixtures and other property, by reason of any paymentcause required to be insured against under this Lease, court order regardless of cause or any Federal origin, including the negligence or state lawfault of LANDLORD, its servants, agents or employees, or such other tenant or the servants, agents or employees thereof.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, Until this Indenture is discharged and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property all of the Company, in each case unless Notes are discharged and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly waives any right shall irrevocably waive and agree not to exercise any claim, right claim or remedy other rights which such Subsidiary Guarantor it may now have or hereafter acquire against the Company that arise from the existence, payment, performance or any other Subsidiary Guarantor that arises enforcement of the Obligations of the Company under the NotesNotes or this Indenture and such Subsidiary Guarantor's Obligations under its Subsidiary Guarantee, the Note Purchase Subsidiary Security Agreement or from the performance by and this Indenture, in any Subsidiary Guarantor of the guaranty hereunder including such instance, including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation indemnification, and any right to participate in any claim, remedy or right or remedy of any Holder against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company directly or indirectly, in cash or other property or by statuteset-off or in any other manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a any Subsidiary Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligationspreceding sentence and any amounts owing to the Trustee or the Holders under the Notes, and all this Indenture, or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole other document or instrument delivered under or in part and any Holder is required to repay any sums received by any of them connection with such agreements or instruments, shall not have been paid in payment of the Guaranteed Obligationsfull, this Guaranty shall be automatically reinstated and 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 Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited against and applied to the Guaranteed ObligationsObligations of the Company, whether matured or unmatured. The provisions , in accordance with the terms of this paragraph shall survive Indenture. Each Subsidiary Guarantor hereby acknowledges that it will receive direct and indirect benefits from the termination financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 is knowingly made in contemplation of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, Until this Indenture is discharged and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property all of the Company, in each case unless Securities are discharged and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly irrevocably waives any right and agrees not to exercise any claim, right claim or remedy other rights which such Subsidiary Guarantor it may now have or hereafter acquire against Casella that arise from the Company existence, payment, performance or any other Subsidiary Guarantor that arises enforcement of ▇▇▇▇▇▇▇’▇ obligations under the NotesSecurities or this Indenture and such Guarantor’s obligations under this Subsidiary Guarantee and this Indenture, the Note Purchase Agreement or from the performance by in any Subsidiary Guarantor of the guaranty hereunder including such instance including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation indemnification, and any right to participate in any claim, right claim or remedy of any Holder the Holders against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquiresCasella, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from Casella, directly or indirectly, in cash or other assets or by statuteset-off or in any other manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a Subsidiary any Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligationspreceding sentence and any amounts owing to the Trustee or the Holders of Securities under the Securities, and all this Indenture, or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole other document or instrument delivered under or in part and any Holder is required to repay any sums received by any of them connection with such agreements or instruments, shall not have been paid in payment of the Guaranteed Obligationsfull, this Guaranty shall be automatically reinstated and such amount shall be have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the Guaranteed Obligationsobligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured. The provisions , in accordance with the terms of this paragraph shall survive Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the termination financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.06 is knowingly made in contemplation of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding any payment (a) Landlord and Tenant shall each endeavor to secure an appropriate clause in or payments made an endorsement to each property insurance policy obtained by any Subsidiary Guarantor hereunderit and covering the Property, the Building, the Premises, Tenant's Alterations, or Tenant's Removable Property, as applicable, pursuant to which the respective insurance companies waive subrogation or permit the insured, prior to any application by loss, to agree with a third party to waive any Holder claim it might have against said third party. The waiver of subrogation or permission for waiver of any security claim hereinbefore referred to shall extend to the agents of each party and, in the case of Tenant, shall also extend to all other persons and entities occupying or using the Premises in accordance with the terms of this Lease. If and to the extent that such waiver or permission can be obtained only upon payment of an additional charge, then the party benefiting from the waiver or permission shall pay such charge upon demand, and if such party shall fail or refuse to pay any such charge within thirty (30) days of demand therefor, such party shall be deemed to have agreed that the party obtaining the insurance coverage in question shall be free of any credits further obligations under the provisions hereof relating to such waiver or claimspermission. In the event that either Landlord or Tenant shall be unable at any time to obtain one of the provisions referred to above in any of its insurance policies, no Subsidiary Guarantor will assert Landlord or exercise any rights Tenant, as the case may be, shall promptly notify the other. (b) Subject to the foregoing provisions of any Holder this Section 10.6 and insofar as may be permitted by the terms of the insurance policies carried by it, each party hereby releases the other and its members, partners, agents and employees (and in the case of Tenant, all other persons and entities occupying or using the Premises in accordance with the terms of such Subsidiary Guarantor against the Company this Lease with respect to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or including a claim for negligence) which it might otherwise arising by contract, by statute, under common law or otherwise, and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property of the Company, in each case unless and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly waives any right to exercise any claim, right or remedy which such Subsidiary Guarantor may now have or hereafter acquire against the Company other party for loss, damages or any destruction with respect to its property by fire or other Subsidiary Guarantor that arises casualty (including rentable value or business interruption, as the case may be) occurring during the Lease Term which could be covered under the Notes, the Note Purchase Agreement or from the performance by any Subsidiary Guarantor of the guaranty hereunder including any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy of any Holder against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquiresan all-risk full replacement cost insurance policy, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. If any amount shall be paid to a Subsidiary Guarantor by the Company or another Subsidiary Guarantor after payment in full of the Guaranteed Obligations, and all or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole or in part and any Holder is required to repay any sums received by any of them in payment of the Guaranteed Obligations, this Guaranty shall be automatically reinstated and such amount shall be held in trust for the benefit of the Holders and shall forthwith be paid to the Holders to be credited and applied to the Guaranteed Obligations, whether matured or unmatured. The provisions of this paragraph shall survive the termination of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawactually obtained.

Waiver of Subrogation. Notwithstanding any payment or payments made Until all amounts then due and payable by any Subsidiary Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover under this Indenture or the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property of the Company, in each case unless and until the Guaranteed Obligations Notes have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly irrevocably waives any right and agrees not to exercise any claim, right claim or remedy other rights which such Subsidiary Guarantor it may now have or hereafter acquire against the Company that arise from the existence, payment, performance or any other Subsidiary Guarantor that arises enforcement of the Company’s obligations under the NotesNotes or this Indenture and such Guarantor’s obligations under this Note Guarantee and this Indenture, the Note Purchase Agreement or from the performance by in any Subsidiary Guarantor of the guaranty hereunder including such instance including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation indemnification, and any right to participate in any claim, right claim or remedy of any Holder the holders against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquiresCompany, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other assets or by statuteset off or in any other manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a Subsidiary any Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligations, and all or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole or in part preceding sentence and any Holder is required amounts owing to repay any sums received by any the Trustee or the holders of them Notes under the Notes or this Indenture, shall not have been paid in payment of the Guaranteed Obligationsfull, this Guaranty shall be automatically reinstated and such amount shall be have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of of, the Holders Trustee or the holders and shall forthwith be paid to the Holders Trustee for the benefit of itself or such holders to be credited and applied to the Guaranteed Obligationsobligations in favor of the Trustee or the holders, as the case may be, whether matured or unmatured. The provisions , in accordance with the terms of this paragraph shall survive Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the termination financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.06 is knowingly made in contemplation of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding (a) Each Guarantor hereby irrevocably waives, until payment in full of all Guaranteed Obligations and termination of all Commitments, any payment claim or payments made by other rights which it may acquire against the Borrower that arise from such Guarantor’s obligations under this Agreement or any Subsidiary Guarantor hereunderother Credit Document or any Subject Swap Contract, including, without limitation, any right of subrogation (including, without limitation, any statutory rights of subrogation under Section 509 of the Bankruptcy Code, 11 U.S.C. §509, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogationotherwise), reimbursement, exoneration, contribution, indemnityindemnification, participation or otherwise arising by contract, by statute, under common law or otherwise, and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property of the Company, in each case unless and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly waives any right to exercise any claim, right or remedy which such Subsidiary Guarantor may now have or hereafter acquire against the Company or any other Subsidiary Guarantor that arises under the Notes, the Note Purchase Agreement or from the performance by any Subsidiary Guarantor of the guaranty hereunder including any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation participate in any claim, right claim or remedy of the Administrative Agent or any Holder Bank (including any Swap Bank) against the Company Borrower or any Subsidiary Guarantor, collateral which the Administrative Agent or any security that Bank (including any Holder Swap Bank) now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. If any amount shall be paid to a Subsidiary any Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligations, preceding sentence and all or any portion of the Guaranteed Obligations shall thereafter be reinstated not have been paid in whole or in part full and any Holder is required to repay any sums received by any of them in payment all of the Guaranteed ObligationsCommitments terminated, this Guaranty shall be automatically reinstated and such amount shall be held in trust for the benefit of the Holders Administrative Agent or any Bank (including any Swap Bank) and shall forthwith promptly be paid to the Holders Administrative Agent for the benefit of the Administrative Agent or any Bank (including any Swap Bank) to be credited and applied to the Guaranteed Obligations, whether matured or unmatured, as the Administrative Agent may elect. The provisions Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Credit Agreement and the Subject Swap Contracts and that the waiver set forth in this Section 6.03(a) is knowingly made in contemplation of this paragraph shall survive such benefits. (b) Each Guarantor further agrees that it will not enter into any agreement providing, directly or indirectly, for any contribution, reimbursement, repayment, or indemnity by the termination of this Guaranty, and Borrower or any satisfaction and discharge of the Company by virtue other Person on account of any payment, court order payment by such Guarantor to the Administrative Agent or any Federal or state lawBank (including any Swap Bank) under this Agreement.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, Until this Indenture is discharged and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property all of the Company, in each case unless Notes are discharged and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly irrevocably waives any right and agrees not to exercise any claim, right claim or remedy other rights which such Subsidiary Guarantor it may now have or hereafter acquire against Casella that arise from the Company existence, payment, performance or any other Subsidiary Guarantor that arises enforcement of ▇▇▇▇▇▇▇’▇ obligations under the NotesNotes or this Indenture and such Guarantor’s obligations under this Subsidiary Guarantee and this Indenture, the Note Purchase Agreement or from the performance by in any Subsidiary Guarantor of the guaranty hereunder including such instance including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation indemnification, and any right to participate in any claim, right claim or remedy of any Holder the Holders against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquiresCasella, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from Casella, directly or indirectly, in cash or other assets or by statuteset-off or in any other manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a Subsidiary any Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligationspreceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes, and all this Indenture, or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole other document or instrument delivered under or in part and any Holder is required to repay any sums received by any of them connection with such agreements or instruments, shall not have been paid in payment of the Guaranteed Obligationsfull, this Guaranty shall be automatically reinstated and such amount shall be have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the Guaranteed Obligationsobligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured. The provisions , in accordance with the terms of this paragraph shall survive Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the termination financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.06 is knowingly made in contemplation of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property of the Company, in each case unless and until the Guaranteed Until all Guarantee Obligations have been are paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly irrevocably waives any right to exercise any claim, right claims or remedy other rights which such Subsidiary Guarantor it may now have or hereafter acquire against the Company or any other Subsidiary Guarantor that arises under the Notes, the Note Purchase Agreement or arise from the existence, payment, performance by or enforcement of such Subsidiary Guarantor’s obligations under its Guarantee and this Indenture, including, without limitation, any Subsidiary Guarantor of the guaranty hereunder including any claim, remedy or right of subrogation, reimbursement, exoneration, contributionindemnification, indemnification or participation and any right to participate in any claim, right claim or remedy of any Holder of Securities against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquiresCompany, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by statuteset-off or in any other manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a any Subsidiary Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligationspreceding sentence and the Securities shall not have been paid in full, and all or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole or in part and any Holder is required to repay any sums received by any of them in payment of the Guaranteed Obligations, this Guaranty shall be automatically reinstated and 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 Holders Securities, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied to upon the Guaranteed ObligationsSecurities, whether matured or unmatured. The provisions , in accordance with the terms of this paragraph shall survive Indenture. Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the termination financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.05 is knowingly made in contemplation of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunderUntil the Obligations are paid in full, or any application by any Holder of any security or of any credits or claimsall Commitments have terminated and all Lender Hedging Agreements have terminated, no Subsidiary Guarantor will assert the Guarantors shall not enforce or exercise any claim or other rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, and such Subsidiary Guarantor shall not have any right of recourse to or any claim against assets or property of the Company, in each case unless and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly waives any right to exercise any claim, right or remedy which such Subsidiary Guarantor they may now have or hereafter acquire against the Company Borrower or any other Subsidiary Guarantor Obligor that arises under the Notes, the Note Purchase Agreement or arise from the existence, payment, performance by or enforcement of any Subsidiary Guarantor of the guaranty hereunder Guarantor’s obligations under this Guaranty or any other Loan Document, including any claim, remedy or right of subrogation, reimbursement, exoneration, contributionor indemnification, indemnification or participation any right to participate in any claim, right claim or remedy of any Holder the Lenders against the Company Borrower or any Subsidiary Guarantor, other Obligor or any security that any Holder collateral which the Administrative Agent now has or hereafter acquires, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including the right to take or receive from the Borrower or any other Obligor, directly or indirectly, in cash or other property or by statuteset-off or in any manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a Subsidiary any Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligationspreceding sentence, and all or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole or in part and any Holder is required to repay any sums received by any of them in payment of the Guaranteed Obligations, this Guaranty shall be automatically reinstated and such amount shall be deemed to have been paid to such Guarantor for the benefit of, and held in trust for for, the benefit of the Holders Lenders, and shall forthwith be paid to the Holders Lenders by the Guarantor receiving such payment to be credited and applied to upon the Guaranteed Obligations, whether matured or unmatured. The provisions Each of this paragraph shall survive Basin, Appalachia and West Shore acknowledges that it did receive direct and indirect benefits from the termination Original Credit Agreement, each of this GuarantyBlackhawk, Pinnacle, Utility, PNG Utility, Texas GP and Texas Limited acknowledge that it did receive direct and indirect benefits from the Original Amended Credit Agreement, each of Power Tex, Western Oklahoma, Michigan and New Mexico acknowledge that it did receive direct and indirect benefits from the First Amended and Restated Credit Agreement, and any satisfaction each Guarantor acknowledges that it will receive direct and discharge indirect benefits from the financing arrangements contemplated by the Second Amended and Restated Credit Agreement and that the waiver set forth in this Section is knowingly made in contemplation of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.

Waiver of Subrogation. Notwithstanding The Agency and Contractor waive all rights against (1) each other and any payment of their subcontractors, sub-subcontractors, agents and employees, each of the other, for damages caused by fire or payments made other causes of loss to the extent the property insurance provided by any Subsidiary Guarantor hereunderthe Contractor pursuant to this Section 5.2 covers and pays for the damage, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any except such rights of any Holder or as they have to proceeds of such Subsidiary Guarantor against insurance held by the Company Contractor. The Agency or Contractor, as appropriate, shall require of the subcontractors, sub-subcontractors, agents and employees, each of the other, by appropriate written agreements, similar waivers each in favor of other parties enumerated herein. The policies shall provide such waivers of subrogation by endorsement or otherwise. A waiver of subrogation shall be effective as to recover a person or entity even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, did not pay the insurance premium directly or indirectly, and whether or not the person or entity had an insurable interest in the property damaged. Performance and Payment Bonds: If this box is checked, prior to beginning work, the Contractor shall deliver to the Agency a Performance Bond and a Labor & Material Payment Bond. Each bond shall be in the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way 100% of any claimthe Contract Sum. The Contractor’s Performance Bond shall be in the form of the SE-355, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwisePerformance Bond, and such Subsidiary Guarantor the Labor & Material Payment Bond shall not have any right of recourse to or any claim against assets or property be in the form of the CompanySE-357, Labor & Material Payment Bond. The surety company providing the Bonds shall have, at a minimum, a “Best Rating” of “A” as stated in the most current publication of “Best’s Key Rating Guide, Property - Casualty.” Contractor’s failure to provide bonds as herein required shall be an event of default justifying the Agency, in each case unless its sole discretion, in terminating this Contract for cause. Changes in the Work: Any changes in the work must be approved by the Agency and until executed by a modification to the Guaranteed Obligations have been paid Agency purchase requisition form. The modification must be signed by the Contractor and Agency. At the Agency’s request, the Contractor shall prepare a proposal to perform the work of a proposed modification setting forth the amount of the proposed adjustment, if any, in fullthe Contract Sum; and the extent of the proposed adjustment, if any, in the Contract Time. Until such time (The Agency’s request shall include any revisions to the Drawings or Specifications necessary to define the changes in the Work. Within fifteen days of receiving the request, the Contractor shall submit the proposal to the Agency and Architect along with all substantiating documentation. In the absence of a total agreement concerning the item(s) for a contract modification, a Construction Change Directive shall be used. Agreed Overhead and Profit Rates: For any adjustment to the Contract Sum for which overhead and profit may be recovered, the Contractor agrees to charge and accept, as full payment for overhead and profit, the following percentages of costs attributable to the change in the Work. The percentages cited below shall be considered to include all indirect costs including, but not thereafter)limited to: field and office managers, each Subsidiary Guarantor hereby expressly waives any right to exercise any claimsupervisors and assistants, right or remedy which such Subsidiary Guarantor may now have or hereafter acquire against incidental job burdens, small tools, and general overhead allocations. The allowable percentages for overhead and profit are as follows: To the Company or any other Subsidiary Guarantor that arises under Contractor for work performed by the NotesContractor’s own forces, the Note Purchase Agreement or from the performance by any Subsidiary Guarantor 17% of the guaranty hereunder including any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy of any Holder against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwiseContractor’s actual costs. If any amount shall be paid to a Subsidiary Guarantor To each Subcontractor for work performed by the Company or another Subsidiary Guarantor after payment in full Subcontractor’s own forces, 17% of the Guaranteed Obligationssubcontractor’s actual costs. To the Contractor for work performed by a subcontractor, and all or any portion 10% of the Guaranteed Obligations shall thereafter be reinstated in whole or in part subcontractor’s actual costs (not including the subcontractor’s overhead and any Holder is required to repay any sums received by any of them in payment of the Guaranteed Obligations, this Guaranty shall be automatically reinstated and such amount shall be held in trust for the benefit of the Holders and shall forthwith be paid to the Holders to be credited and applied to the Guaranteed Obligations, whether matured or unmatured. The provisions of this paragraph shall survive the termination of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawprofit).

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Each Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, and such Subsidiary Guarantor shall not have any right of recourse to or hereby irrevocably waives any claim against assets or property of the Company, in each case unless and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly waives any right to exercise any claim, right or remedy other rights which such Subsidiary Guarantor it may now have or hereafter acquire against the Company or any other Subsidiary Guarantor Issuer that arises under the Notes, the Note Purchase Agreement or arise from the existence, payment, performance by or enforcement of such Guarantor’s obligations under its Guarantee and this Indenture, including, without limitation, any Subsidiary Guarantor of the guaranty hereunder including any claim, remedy or right of subrogation, reimbursement, exoneration, contributionindemnification, indemnification or participation and any right to participate in any claim, right claim or remedy of any Holder of Notes against the Company or any Subsidiary Guarantor, or any security that any Holder now has or hereafter acquiresIssuer, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer, directly or indirectly, in cash or other property or by statuteset-off or in any other manner, under common law payment or otherwiseNote on account of such claim or other rights. If any amount shall be paid to a Subsidiary any Guarantor by the Company or another Subsidiary Guarantor after payment in full violation of the Guaranteed Obligationspreceding sentence and the Notes shall not have been paid in full, and all or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole or in part and any Holder is required to repay any sums received by any of them in payment of the Guaranteed Obligations, this Guaranty shall be automatically reinstated and such amount shall be have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of of, the Holders Holders, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied to upon the Guaranteed ObligationsNotes, whether matured or unmatured. The provisions , in accordance with the terms of this paragraph shall survive Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the termination financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.05 is knowingly made in contemplation of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state law.such benefits. ARTICLE ELEVEN [INTENTIONALLY OMITTED] ARTICLE TWELVE MISCELLANEOUS

Waiver of Subrogation. Notwithstanding any payment or payments made by any Subsidiary Guarantor hereunder, or any application by any Holder of any security or of any credits or claims, no Subsidiary Guarantor will assert or exercise any rights of any Holder or of such Subsidiary Guarantor against the Company to recover the amount of any payment made by such Subsidiary Guarantor to any Holder hereunder by way of any claim, remedy or subrogation, reimbursement, exoneration, contribution, indemnity, participation or otherwise arising by contract, by statute, under common law or otherwise, and such Subsidiary Guarantor shall not have any right of recourse to or hereby irrevocably waives any claim against assets or property of the Company, in each case unless and until the Guaranteed Obligations have been paid in full. Until such time (but not thereafter), each Subsidiary Guarantor hereby expressly waives any right to exercise any claim, right or remedy other rights which such Subsidiary Guarantor it may now have or hereafter acquire against the Company Borrower or any other Subsidiary Guarantor Designated Entity that arises under the Notes, the Note Purchase Agreement or arise from the existence, payment, performance by or enforcement of Guarantor's obligations under this Guaranty or any Subsidiary Guarantor of the guaranty hereunder other Loan Document, including any claim, remedy or right of subrogation, reimbursement, contribution, exoneration, contributionor indemnification, indemnification or participation any right to participate in any claim, right claim or remedy of any Holder the Lender Parties against the Company Borrower or any Subsidiary Guarantor, other Designated Entity or any security that any Holder collateral which the Collateral Agent now has or hereafter acquires, whether or not such claim, remedy or right or remedy arises in equity, or under contract, statute or common law, including the right to take or receive from Borrower or any other Designated Entity, directly or indirectly, in cash or other property or by statuteset-off or in any manner, under common law payment or otherwisesecurity on account of such claim or other rights. If any amount shall be paid to a Subsidiary Guarantor by in violation of the Company or another Subsidiary Guarantor after payment preceding sentence and the Obligations shall not have been paid in cash in full of and the Guaranteed ObligationsCommitments have not been terminated, and all or any portion of the Guaranteed Obligations shall thereafter be reinstated in whole or in part and any Holder is required to repay any sums received by any of them in payment of the Guaranteed Obligations, this Guaranty shall be automatically reinstated and such amount shall be deemed to have been paid to Guarantor for the benefit of, and held in trust for for, the benefit of the Holders Lender Parties, and shall forthwith be paid to the Holders Lender Parties to be credited and applied to upon the Guaranteed Obligations, whether matured or unmatured; otherwise it shall be returned to remitter. The provisions Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Credit Agreements and that the waiver set forth in this Section is knowingly made in contemplation of this paragraph shall survive the termination of this Guaranty, and any satisfaction and discharge of the Company by virtue of any payment, court order or any Federal or state lawsuch benefits.