Common use of Reimbursement Guarantors’ Rights of Subrogation, Contribution, etc Clause in Contracts

Reimbursement Guarantors’ Rights of Subrogation, Contribution, etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full, each Reimbursement Guarantor hereby agrees not to exercise any claim, right or remedy, direct or indirect, that such Reimbursement Guarantor now has or may hereafter have against REPS or any other Reimbursement Guarantor or any of its assets in connection with this Reimbursement Guaranty or the performance by such Reimbursement 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 (a) any right of subrogation, reimbursement or indemnification that such Reimbursement Guarantor now has or may hereafter have against REPS with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Xxxxxxx Party now has or may hereafter have against REPS, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Xxxxxxx Party. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full, each Reimbursement Guarantor shall withhold exercise of any right of contribution such Reimbursement Guarantor may have against any other guarantor (including any other Reimbursement Guarantor) of the Guaranteed Obligations, including any such right of contribution as contemplated by Section 11.02. Each Reimbursement 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 Reimbursement Guarantor may have against REPS or against any collateral or security, and any rights of contribution such Reimbursement Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Xxxxxxx Party may have against REPS, to all right, title and interest any Xxxxxxx Party may have in any such collateral or security, and to any right any Xxxxxxx Party may have against such other guarantor. If any amount shall be paid to any Reimbursement Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the Xxxxxxx Parties and shall forthwith be paid over to the Xxxxxxx Parties to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

Reimbursement Guarantors’ Rights of Subrogation, Contribution, etc. Until the Guaranteed Obligations shall have been indefeasibly paid in fullfull (other than indemnities and any similar obligations of the Reliant Retail Obligors not then due and payable and that expressly survive termination of this Agreement and the other Transaction Documents), each Reimbursement Guarantor hereby agrees not to exercise any claim, right or remedy, direct or indirect, that such Reimbursement Guarantor now has or may hereafter have against REPS or any other Reimbursement Guarantor or any of its assets in connection with this Reimbursement Guaranty or the performance by such Reimbursement 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 (a) any right of subrogation, reimbursement or indemnification that such Reimbursement Guarantor now has or may hereafter have against REPS with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Xxxxxxx Merrill Party now has or may hereafter have against REPS, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Xxxxxxx Merrill Party. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in fullfull (other than indemnities and any similar obligations of the Reliant Retail Obligors not then due and payable and that expressly survive termination of this Agreement and the other Transaction Documents), each Reimbursement Guarantor shall withhold exercise of any right of contribution such Reimbursement Guarantor may have against any other guarantor (including any other Reimbursement Guarantor) of the Guaranteed Obligations, including any such right of contribution as contemplated by Section 11.02. Each Reimbursement 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 Reimbursement Guarantor may have against REPS or against any collateral or security, and any rights of contribution such Reimbursement Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Xxxxxxx Merrill Party may have against REPS, to all right, title and interest any Xxxxxxx Merrill Party may have in any such collateral or security, and to any right any Xxxxxxx Merrill Party may have against such other guarantor. If any amount shall be paid to any Reimbursement Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in fullfull (other than indemnities and any similar obligations of the Reliant Retail Obligors not then due and payable and that expressly survive termination of this Agreement and the other Transaction Documents), such amount shall be held in trust for the Xxxxxxx Merrill Parties and shall forthwith be paid over to the Xxxxxxx Merrill Parties to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.