Common use of Guarantor’s Rights of Subrogation, Contribution, Etc.; Subordination of Other Obligations Clause in Contracts

Guarantor’s Rights of Subrogation, Contribution, Etc.; Subordination of Other Obligations. Until the Guarantied Obligations shall have been paid in full, Guarantor shall withhold exercise of (a) any claim, right or remedy, direct or indirect, that Guarantor now has or may hereafter have against Company or any of its assets in connection with this Guaranty or the performance by Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including without limitation (i) any right of subrogation, reimbursement or indemnification that Guarantor now has or may hereafter have against Company, (ii) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against Company, and (iii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary and (b) any right of contribution Guarantor now has or may hereafter have against any other guarantor of any of the Guarantied Obligations. Guarantor further agrees that, to the extent the agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification Guarantor may have against Company or against any collateral or security, and any rights of contribution Guarantor shall have against any other guarantor, shall be junior and subordinate to any rights Guarantied Party or the other Beneficiaries may have against Company, and to all right, title and interest Guarantied Party or the other Beneficiaries may have in any such collateral or security, and to any right Guarantied Party or the other Beneficiaries may have against such other guarantor. Any indebtedness of Company now or hereafter held by Guarantor is subordinated in right of payment to the Guarantied Obligations, and any such indebtedness of Company to Guarantor collected or received by Guarantor after an Event of Default has occurred and is continuing, and any amount paid to Guarantor on account of any subrogation, reimbursement, indemnification or contribution rights referred to in the preceding paragraph when all Guarantied Obligations have not been paid in full, shall be held in trust for Guarantied Party on behalf of Beneficiaries and shall forthwith be paid over to Guarantied Party for the benefit of Beneficiaries to be credited and applied against the Guarantied Obligations.

Guarantor’s Rights of Subrogation, Contribution, Etc.; Subordination of Other Obligations. Until the Guarantied Obligations shall have been paid in fullTermination Date, each Guarantor shall shall, solely with respect to the Obligations, withhold exercise of (a) any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Company any Guarantee Party or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, equity under contract, by statute, under common law or otherwise and including without limitation (i) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against Companyany Guarantee Party, (ii) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary Secured Party now has or may hereafter have against Companyany Guarantee Party, and (iii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary Secured Party and (b) any right of contribution such Guarantor now has or may hereafter have against any other guarantor of any of the Guarantied Obligations. Each Guarantor further agrees that, to the extent the agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification such Guarantor may have against Company any Guarantee Party or against any collateral or security, and any rights of contribution such Guarantor shall may have against any such other guarantor, shall be junior and subordinate to any rights Guarantied Party or the other Beneficiaries Agent may have against Companyany Guarantee Party, and to all right, title and interest Guarantied Party or the other Beneficiaries Agent may have in any such collateral or security, and to any right Guarantied Party or the other Beneficiaries may have against such other guarantor. Any indebtedness of Company now or hereafter held by Guarantor is subordinated in right of payment to the Guarantied Obligations, and any such indebtedness of Company to Guarantor collected or received by Guarantor after an Event of Default has occurred and is continuing, and any amount paid to Guarantor on account of any subrogation, reimbursement, indemnification or contribution rights referred to in the preceding paragraph when all Guarantied Obligations have not been paid in full, shall be held in trust for Guarantied Party on behalf of Beneficiaries and shall forthwith be paid over to Guarantied Party for the benefit of Beneficiaries to be credited and applied against the Guarantied Obligations.

Guarantor’s Rights of Subrogation, Contribution, Etc.; Subordination of Other Obligations. Until the Guarantied Obligations shall have been paid in fullTermination Date, Guarantor shall shall, solely with respect to the Obligations, withhold exercise of (a) any claim, right or remedy, direct or indirect, that Guarantor now has or may hereafter have against Company any Guarantee Party or any of its assets in connection with this Guaranty or the performance by Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including without limitation (i) any right of subrogation, reimbursement or indemnification that Guarantor now has or may hereafter have against Companyany Guarantee Party, (ii) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary Secured Party now has or may hereafter have against Companyany Guarantee Party, and (iii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary Secured Party and (b) any right of contribution Guarantor now has or may hereafter have against any other guarantor of any of the Guarantied Obligations. Guarantor further agrees that, to the extent the agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification Guarantor may have against Company any Guarantee Party or against any collateral or security, and any rights of contribution Guarantor shall may have against any such other guarantor, shall be junior and subordinate to any rights Guarantied Party or the other Beneficiaries Agent may have against Companyany Guarantee Party, and to all right, title and interest Guarantied Party or the other Beneficiaries Agent may have in any such collateral or security, and to any right Guarantied Party or the other Beneficiaries may have against such other guarantor. Any indebtedness of Company now or hereafter held by Guarantor is subordinated in right of payment to the Guarantied Obligations, and any such indebtedness of Company to Guarantor collected or received by Guarantor after an Event of Default has occurred and is continuing, and any amount paid to Guarantor on account of any subrogation, reimbursement, indemnification or contribution rights referred to in the preceding paragraph when all Guarantied Obligations have not been paid in full, shall be held in trust for Guarantied Party on behalf of Beneficiaries and shall forthwith be paid over to Guarantied Party for the benefit of Beneficiaries to be credited and applied against the Guarantied Obligations.

Guarantor’s Rights of Subrogation, Contribution, Etc.; Subordination of Other Obligations. Until the Guarantied Obligations shall (other than contingent indemnification 3456711 5 3585221 obligations not then due) have been paid in full, the Commitments have terminated, and all Letters of Credit have expired or been cancelled, each Guarantor shall will withhold exercise of (a) any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Company any Credit Party or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and otherwise, including without limitation (i) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against Companyany Credit Party, (ii) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against Companyany Credit Party, and (iii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary Beneficiary, and (b) any right of contribution such Guarantor now has or may hereafter have against any other guarantor of any of the Guarantied Obligations. Each Guarantor further agrees that, to the extent the agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification indemnification, and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification such Guarantor may have against Company any Credit Party or against any collateral or security, and any rights of contribution such Guarantor shall may have against any such other guarantor, shall will be junior and subordinate to any rights the Guarantied Party or the any other Beneficiaries Beneficiary may have against Companyany Credit Party, and to all right, title title, and interest the Guarantied Party or the such other Beneficiaries Beneficiary may have in any such collateral or security, and to any right the Guarantied Party or the such other Beneficiaries Beneficiary may have against such other guarantor. Any indebtedness of Company any Credit Party now or hereafter held by any Guarantor is subordinated in right of payment to the Guarantied Obligations, and any such indebtedness of Company any Credit Party to a Guarantor collected or received by such Guarantor after an Event of Default has occurred and is continuing, and any amount paid to a Guarantor on account of any subrogation, reimbursement, indemnification or contribution rights referred to in the preceding paragraph when all Guarantied Obligations have not been paid in full, shall will be held in trust for the Guarantied Party on behalf of the Beneficiaries and shall will forthwith be paid over to the Guarantied Party for the benefit of the Beneficiaries to be credited and applied against the Guarantied Obligations.

Guarantor’s Rights of Subrogation, Contribution, Etc.; Subordination of Other Obligations. Until the Guarantied Obligations shall have been paid in full, Each Guarantor shall withhold exercise of (a) waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Company LS&Co, LSFCC, LSIFCS, any other Guarantor, any other Subsidiary of LS&Co or any of its their respective assets in connection with this Subsidiary Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statutestatute (including under California Civil Code Section 2847, 2848 or 2849), under common law or otherwise and including without limitation (ia) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against CompanyLS&Co, LSFCC, LSIFCS, any other Guarantor or any other Subsidiary of LS&Co, (iib) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against CompanyLS&Co, LSFCC, LSIFCS, any other Guarantor or any other Subsidiary of LS&Co and (iiic) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary Beneficiary. In addition, until the Guarantied Obligations shall have been paid in full, the Commitments shall have terminated and (b) all Letters of Credit shall have expired or been cancelled, each Guarantor shall withhold exercise of any right of contribution such Guarantor now has or may hereafter have against any other guarantor of any of the Guarantied Obligations. Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification such Guarantor may have against Company LS&Co, LSFCC, LSIFCS, any other Guarantor or any other Subsidiary of LS&Co or against any collateral or security, and any rights of contribution such Guarantor shall may have against any such other guarantor, shall be junior and subordinate to any rights the Guarantied Party or the other Beneficiaries may have against CompanyLS&Co, and LSFCC, LSIFCS, any other Guarantor or any other Subsidiary of LS&Co, to all right, 7 Subsidiary Guaranty title and interest the Guarantied Party or the other Beneficiaries may have in any such collateral or security, and to any right the Guarantied Party or the other Beneficiaries may have against such other guarantor. Any indebtedness of Company LS&Co, LSFCC, LSIFCS, any other Guarantor or any other Subsidiary of LS&Co now or hereafter held by any Guarantor is subordinated in right of payment to the Guarantied Obligations, and any such indebtedness of Company LS&Co, LSFCC, LSIFCS, any other Guarantor or any other Subsidiary of LS&Co to a Guarantor collected or received by such Guarantor after an Event of Default has occurred and is continuing, and any amount paid to a Guarantor on account of any subrogation, reimbursement, indemnification or contribution rights referred to in the preceding paragraph when all Guarantied Obligations have not been paid in full, shall be held in trust for the Guarantied Party on behalf of the Beneficiaries and shall forthwith be paid over to the Guarantied Party for the benefit of the Beneficiaries to be credited and applied against the Guarantied Obligations.

Guarantor’s Rights of Subrogation, Contribution, Etc.; Subordination of Other Obligations. Until Payment in Full of the Guarantied Obligations shall have been paid in fullGuaranteed Obligations, Guarantor shall withhold exercise of (a) any claim, right or remedy, direct or indirect, that Guarantor now has or may hereafter have against Company any Borrower or any of its assets in connection with this Guaranty or the performance by Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including without limitation (i) any right of subrogation, reimbursement or indemnification that Guarantor now has or may hereafter have against Companyany Borrower, (ii) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary Secured Party now has or may hereafter have against Companyany Borrower, and (iii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary Secured Party and (b) any right of contribution Guarantor now has or may hereafter have against any other guarantor of any of the Guarantied Obligations. Guarantor further agrees that, to the extent the agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification Guarantor may have against Company any Borrower or against any collateral or security, and any rights of contribution Guarantor shall may have against any such other guarantor, shall be junior and subordinate to any rights Guarantied Party or the other Beneficiaries Secured Parties may have against Companyany Borrower, and to all right, title and interest Guarantied Party or the other Beneficiaries Secured Parties may have in any such collateral or security, and to any right Guarantied Party or the other Beneficiaries Secured Parties may have against such other guarantor. Any indebtedness of Company now or hereafter held by Guarantor is subordinated in right of payment to the Guarantied Obligations, and any such indebtedness of Company to Guarantor collected or received by Guarantor after an Event of Default has occurred and is continuing, and any amount paid to Guarantor on account of any subrogation, reimbursement, indemnification or contribution rights referred to in the preceding paragraph when all Guarantied Obligations have not been paid in full, shall be held in trust for Guarantied Party on behalf of Beneficiaries and shall forthwith be paid over to Guarantied Party for the benefit of Beneficiaries to be credited and applied against the Guarantied Obligations.

Guarantor’s Rights of Subrogation, Contribution, Etc.; Subordination of Other Obligations. Until the Guarantied Obligations (other than inchoate indemnity obligations) shall have been paid in full, Guarantor shall withhold exercise of of: (a) any claim, right or remedy, direct or indirect, that Guarantor now has or may hereafter have against Company Regent or any of its assets in connection with this Guaranty or the performance by Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statutestatute (including without limitation under California Civil Code Section 2847, 2848 or 2849), under common law or otherwise and including without limitation (i) any right of subrogation, reimbursement or indemnification that Guarantor now has or may hereafter have against CompanyRegent, (ii) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary Guarantied Party now has or may hereafter have against CompanyRegent, and (iii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary Guarantied Party; and (b) any right of contribution Guarantor now has or may hereafter have against any other guarantor of any of the Guarantied Obligations. Guarantor further agrees that, to the extent the agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification Guarantor may have against Company Regent or against any collateral or security, and any rights of contribution Guarantor shall may have against any such other guarantor, shall be junior and subordinate to any rights Guarantied Party or the other Beneficiaries may have against CompanyRegent, and to all right, title and interest Guarantied Party or the other Beneficiaries may have in any such collateral or security, and to any right Guarantied Party or the other Beneficiaries may have against such other guarantor. Any indebtedness of Company Regent now or hereafter held by Guarantor is subordinated in right of payment to the Guarantied Obligations, and any such indebtedness of Company Regent to Guarantor collected or received by Guarantor after an Event of Default (as defined in the Security Agreement) has occurred and is continuing, and any amount paid to Guarantor on account of any subrogation, reimbursement, indemnification or contribution rights referred to in the preceding paragraph when all Guarantied Obligations have not been paid in full, shall be held in trust for Guarantied Party on behalf of Beneficiaries and shall forthwith be paid over to Guarantied Party for the benefit of Beneficiaries to be credited and applied against the Guarantied Obligations.

Guarantor’s Rights of Subrogation, Contribution, Etc.; Subordination of Other Obligations. Until expiration of the Guarantied Obligations shall have been paid in fullSubrogation Postponement Period, Guarantor shall withhold exercise of (a) any claim, right or remedy, direct or indirect, that Guarantor now has or may hereafter have against Company any Borrower or any of its assets in connection with this Guaranty or the performance by Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including without limitation (i) any right of subrogation, reimbursement or indemnification that Guarantor now has or may hereafter have against Companyany Borrower, (ii) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary Secured Party now has or may hereafter have against Companyany Borrower, and (iii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary Secured Party and (b) any right of contribution Guarantor now has or may hereafter have against any other guarantor of any of the Guarantied Obligations. Guarantor further agrees that, to the extent the agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification Guarantor may have against Company any Borrower or against any collateral or security, and any rights of contribution Guarantor shall may have against any such other guarantor, shall be junior and subordinate to any rights Guarantied Party or the other Beneficiaries Secured Parties may have against Companyany Borrower, and to all right, title and interest Guarantied Party or the other Beneficiaries Secured Parties may have in any such collateral or security, and to any right Guarantied Party or the other Beneficiaries Secured Parties may have against such other guarantor. Any indebtedness of Company now or hereafter held by Guarantor is subordinated in right of payment to the Guarantied Obligations, and any such indebtedness of Company to Guarantor collected or received by Guarantor after an Event of Default has occurred and is continuing, and any amount paid to Guarantor on account of any subrogation, reimbursement, indemnification or contribution rights referred to in the preceding paragraph when all Guarantied Obligations have not been paid in full, shall be held in trust for Guarantied Party on behalf of Beneficiaries and shall forthwith be paid over to Guarantied Party for the benefit of Beneficiaries to be credited and applied against the Guarantied Obligations.

Guarantor’s Rights of Subrogation, Contribution, Etc.; Subordination of Other Obligations. Until the Guarantied Obligations shall have been paid in full, Guarantor shall withhold exercise of Parent waives (a) any claim, right or remedy, direct or indirect, that Guarantor Parent now has or may hereafter have against Company any Borrower or any of its assets in connection with the guaranty in this Guaranty Section 8 or the performance by Guarantor Parent of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including without limitation (i) any right of subrogation, reimbursement or indemnification that Guarantor Parent now has or may hereafter have against Companyany Borrower, (ii) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary Lender now has or may hereafter have against Companyany Borrower, and (iii) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary Lender and (b) any right of contribution Guarantor now has or that Parent may hereafter have against any other guarantor of any of the Guarantied Guaranteed Obligations until the full and final payment of the Obligations. Guarantor Parent further agrees that, to the extent the agreement to withhold the exercise waiver of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification Guarantor that Parent may have against Company any Borrower or against any collateral or security, and any rights of contribution Guarantor shall that Parent may have against any such other guarantor, shall be junior and subordinate to any rights Guarantied Party that the Administrative Agent or the other Beneficiaries Lenders may have against Companyany Borrower, and to all right, title and interest Guarantied Party that the Administrative Agent or the other Beneficiaries Lenders may have in any such collateral or security, and to any right Guarantied Party that the Administrative Agent or the other Beneficiaries Lenders may have against such other guarantor. Any indebtedness of Company any Borrower now or hereafter held by Guarantor Parent is subordinated in right of payment to the Guarantied Guaranteed Obligations, and any such indebtedness of Company any Borrower to Guarantor Parent collected or received by Guarantor Parent after an Event of Default has occurred and is continuing, and any amount paid to Guarantor Parent on account of any subrogation, reimbursement, indemnification or contribution rights referred to in the preceding paragraph when all Guarantied Guaranteed Obligations have not been paid in full, shall be held in trust for Guarantied Party the Administrative Agent on behalf of Beneficiaries the Lenders and shall forthwith be paid over to Guarantied Party the Administrative Agent for the benefit of Beneficiaries the Lenders to be credited and applied against the Guarantied Guaranteed Obligations.