Common use of Subrogation and Contribution Clause in Contracts

Subrogation and Contribution. Until the Obligations shall have been ---------------------------- paid and performed in full, the Guarantor irrevocably and unconditionally waives any and all rights to which it may be entitled, by operation of law or otherwise, to be subrogated, with respect to any payment made by the Guarantor hereunder, to the rights of HRP against any GranCare Company, or otherwise to be reimbursed, indemnified or exonerated by any GranCare Company in respect thereof or to receive any payment, in the nature of contribution or for any other reason, from any other guarantor of the Obligations with respect to any payment made by the Guarantor hereunder (provided that the foregoing shall not prevent the Guarantor from drawing (and retaining any amounts so drawn) under any letter of credit issued by a bank for the account of any Person). Until the Obligations shall have been paid and performed in full, the Guarantor waives any defense it may have based upon any election of remedies by HRP which impairs the Guarantor's subrogation rights or the Guarantor's rights to proceed against any GranCare Company for reimbursement (including without limitation any loss of rights the Guarantor may suffer by reason of any rights, powers or remedies of such GranCare Company in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging any indebtedness to HRP). Until the Obligations shall have been paid, performed and satisfied in full, the Guarantor further waives any right to enforce any remedy which HRP now has or may in the future have against any GranCare Company, any other guarantor or any other Person and any benefit of, or any right to participate in, any security whatsoever now or in the future held by HRP.

Subrogation and Contribution. Until the Obligations shall have been ---------------------------- paid and performed in full, the Guarantor irrevocably and unconditionally waives any and all rights to which it may be entitled, by operation of law or otherwise, to be subrogated, with respect to any payment made by the Guarantor hereunder, to the rights of HRP against any GranCare CCA Company, or otherwise to be reimbursed, indemnified or exonerated by any GranCare CCA Company in respect thereof or to receive any payment, in the nature of contribution or for any other reason, from any other guarantor of the Obligations with respect to any payment made by the Guarantor hereunder (provided that the foregoing shall not prevent the Guarantor from drawing (and retaining any amounts so drawn) under any letter of credit issued by a bank for the account of any Person)hereunder. Until the Obligations shall have been paid and performed in full, the Guarantor waives any defense it may have based upon any election of remedies by HRP which impairs the Guarantor's subrogation rights or the Guarantor's rights to proceed against any GranCare CCA Company for reimbursement (including without limitation any loss of rights the Guarantor may suffer by reason of any rights, powers or remedies of such GranCare CCA Company in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging any indebtedness to HRP). Until the Obligations shall have been paid, performed and satisfied in full, the Guarantor further waives any right to enforce any remedy which HRP now has or may in the future have against any GranCare CCA Company, any other guarantor or any other Person and any benefit of, or any right to participate in, any security whatsoever now or in the future held by HRP.

Subrogation and Contribution. Until the Obligations shall have been ---------------------------- paid and performed in full, the Guarantor irrevocably and unconditionally waives expressly agrees that it will not be entitled to enforce any and all rights to which it may be entitledof subrogation, by operation of law reimbursement, contribution, exoneration and indemnity, contractual, statutory or otherwise, to be subrogatedagainst the Administrative Agent, with respect to the Issuing Bank and the Lenders individually and collectively, including any payment made by claim or right of subrogation under the Guarantor hereunder, to the rights of HRP against any GranCare Company, or otherwise to be reimbursed, indemnified or exonerated by any GranCare Company in respect thereof or to receive any payment, in the nature of contribution or for any other reason, from any other guarantor Bankruptcy Code (Title 11 of the Obligations with respect to any payment made by the Guarantor hereunder (provided that the foregoing shall not prevent the Guarantor from drawing (and retaining any amounts so drawnU.S. Code) under any letter of credit issued by a bank for the account of any Person). Until the Obligations shall have been paid and performed in full, the Guarantor waives any defense it may have based upon any election of remedies by HRP which impairs the Guarantor's subrogation rights or the Guarantor's rights to proceed against any GranCare Company for reimbursement (including without limitation any loss of rights the Guarantor may suffer by reason of any rights, powers or remedies of such GranCare Company in connection with any anti-deficiency laws or any other laws limitingsuccessor or similar Law arising from the existence or performance of this Guaranty, qualifying or discharging any indebtedness until the termination of this Guaranty, and until such termination Guarantor irrevocably agrees that it will not be entitled to HRP). Until the Obligations shall have been paid, performed and satisfied in full, the Guarantor further waives enforce any right to enforce any remedy which HRP the Administrative Agent, the Issuing Bank or any Lender now has or may in the future hereafter have against Lufkin Finance and the benefit of and any GranCare Companyright to participate in any security now or hereafter held by the Administrative Agent, the Issuing Bank or any other guarantor Lender. Until such termination, if any amount shall be paid by or on behalf of Lufkin Finance or any other Person to Guarantor on account of any of the rights waived in this Section 3.11, such amount shall be held by Guarantor in trust, segregated from other funds of Guarantor, and any benefit ofshall, or any right forthwith upon receipt by Guarantor, be turned over to participate in, any security whatsoever now or the Administrative Agent for the account of the Issuing Bank and each Lender in the future held exact form received by HRPGuarantor (duly indorsed by Guarantor to the Administrative Agent, the Issuing Bank or such Lender, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine. The provisions of this Section 3.11 shall survive the term of this Guaranty, the payment in full of the Obligations and the termination of the Commitments.

Subrogation and Contribution. Until the Obligations shall have been ---------------------------- paid and performed in fullfull after the termination of the Lease Documents, the Guarantor irrevocably and unconditionally waives any and all rights to which it may be entitled, by operation of law or otherwise, to be subrogated, with respect to any payment made by the Guarantor hereunder, to the rights of HRP Landlord against any GranCare CompanyTenant, or otherwise to be reimbursed, indemnified or exonerated by any GranCare Company Tenant in respect thereof or to receive any payment, in the nature of contribution or for any other reason, from any other guarantor of the Obligations with respect to any payment made by the Guarantor hereunder (provided that the foregoing shall not prevent the Guarantor from drawing (and retaining any amounts so drawn) under any letter of credit issued by a bank for the account of any Person)hereunder. Until the Obligations shall have been paid and performed in fullfull after the termination of the Lease Documents, the Guarantor waives any defense it may have based upon any election of remedies by HRP Landlord which impairs the Guarantor's subrogation rights or the Guarantor's rights to proceed against any GranCare Company Tenant for reimbursement (including without limitation any loss of rights the Guarantor may suffer by reason of any rights, powers or remedies of such GranCare Company Tenant in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging any indebtedness to HRPLandlord). Until the Obligations shall have been paid, performed and satisfied in fullfull after the termination of the Lease Documents, the Guarantor further waives any right to enforce any remedy which HRP Landlord now has or may in the future have against any GranCare CompanyTenant, any other guarantor or any other Person and any benefit of, or any right to participate in, any security whatsoever now or in the future held by HRPLandlord.

Subrogation and Contribution. Until the Obligations shall have been ---------------------------- paid and performed in full, the Guarantor irrevocably and unconditionally waives any and all rights to which it may be entitled, by operation of law or otherwise, to be subrogated, with respect to any payment made by the Guarantor hereunder, to the rights of HRP against any GranCare Company, or otherwise to be reimbursed, indemnified or exonerated by any GranCare Company in respect thereof or to receive any payment, in the nature of contribution or for any other reason, from any other guarantor of the Obligations with respect to any payment made by the Guarantor hereunder (provided that the foregoing shall not prevent the Guarantor from drawing (and retaining any amounts so drawn) under any letter of credit issued by a bank for the account of any Person). Until the Obligations shall have been paid and performed in full, the Guarantor waives any defense it may have based upon any election of remedies by HRP which impairs the Guarantor's subrogation rights or the Guarantor's rights to proceed against any GranCare Company for reimbursement (including without limitation any loss of rights the Guarantor may suffer by reason of any rights, powers or remedies of such GranCare Company in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging any indebtedness to HRP). Until the Obligations shall have been paid, performed and satisfied in full, the Guarantor further waives any right to enforce any remedy which HRP now has or may in the future have against any GranCare Company, any other guarantor or any other Person and any benefit of, or any right to participate in, any security whatsoever now or in the future held by HRP.

Subrogation and Contribution. (a) Until such time as the Obligations shall have been ---------------------------- are indefeasibly paid and performed in full, the each Guarantor irrevocably and unconditionally waives any and all rights to which it may be entitled, by operation of law or otherwise, by making any payment hereunder or otherwise, to be subrogated, with respect to any payment made by the Guarantor hereunder, subrogated to the rights of HRP the Agents, the LC Issuer and the LC Participants against the Company or any GranCare Companyother Person with respect to such payment, or to receive payment in the nature of contribution, or otherwise to be reimbursed, indemnified or exonerated by any GranCare the Company in respect thereof or to receive any payment, in the nature of contribution or for any other reason, from any other guarantor of the Obligations with respect to any payment made by the Guarantor hereunder (provided that the foregoing shall not prevent the Guarantor from drawing (and retaining any amounts so drawn) under any letter of credit issued by a bank for the account of any Person). Until the Obligations shall have been paid and performed in full, the Guarantor waives any defense it may have based upon any election of remedies by HRP which impairs the Guarantor's subrogation rights or the Guarantor's rights to proceed against any GranCare Company for reimbursement (including without limitation any loss of rights the Guarantor may suffer by reason of any rights, powers or remedies of such GranCare Company in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging any indebtedness to HRP). Until the Obligations shall have been paid, performed and satisfied in full, the Guarantor further waives any right to enforce any remedy which HRP now has or may in the future have against any GranCare Company, any other guarantor or any other Person in respect thereof. If any amount shall be paid to any Guarantor on account of such subrogation in violation of the preceding sentence, such amount shall be held in trust for the benefit of the Agents, the LC Issuer and the LC Participants and shall forthwith be paid to the Administrative Agent to be credited against and applied upon the Obligations, whether matured or unmatured, in the order set forth in Section 7.6. (b) Each Guarantor agrees that, to the extent that the Company makes payment to any benefit ofAgent, the LC Issuer or any LC Participant, or any right Agent the LC Issuer or any LC Participant receives any proceeds of collateral, and such payments or proceeds or any part thereof are subsequently invalidated, declared to participate inbe fraudulent or preferential, set aside, or otherwise required to be repaid, then to the extent of such repayment the Obligations (and the guaranty hereunder in respect thereof) shall be reinstated and continued in full force and effect as of the date such initial payment or collection of proceeds occurred. Each Guarantor shall defend and indemnify each Agent, the LC Issuer and the LC Participants from and against any security whatsoever now claim or loss under this Section 8.4 (including reasonable attorneys' fees and expenses) in the future held defense of any such action or suit, but excluding any such losses, liabilities, claims, damages, or expenses incurred by HRPreason of the gross negligence or willful misconduct of any Agent, the LC Issuer or any LC Participant.

Subrogation and Contribution. Until the Obligations shall have been ---------------------------- paid and performed in fullfull after the Termination Date, the Guarantor irrevocably and unconditionally waives suspends and subordinates any and all rights to which it may be entitled, by operation of law or otherwise, to be subrogated, with respect to any payment made by the Guarantor hereunder, to the rights of HRP against any GranCare Company, or otherwise to be reimbursed, indemnified or exonerated by any GranCare Company in respect thereof or to receive any payment, in the nature of contribution or for any other reason, from any other guarantor of the Obligations with respect to any payment made by the Guarantor hereunder (provided that the foregoing shall not prevent the Guarantor from drawing (and retaining any amounts so drawn) under any letter of credit issued by a bank for the account of any Person)hereunder. Until the Obligations shall have been paid and performed in full, the Guarantor waives any defense it may have based upon any election of remedies by HRP which impairs the Guarantor's subrogation rights or the Guarantor's rights to proceed against any GranCare Company for reimbursement (including without limitation any loss of rights the Guarantor may suffer by reason of any rights, powers or remedies of such GranCare Company in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging any indebtedness to HRP). Until the Obligations shall have been paid, performed and satisfied in fullfull after the Termination Date, the Guarantor further waives suspends and subordinates any right to enforce any remedy which HRP now has or may in the future have against any GranCare Company, any other anyother guarantor or any other Person and any benefit of, or any right to participate in, any security whatsoever now or in the future held by HRP.

Subrogation and Contribution. Until the Obligations shall have been paid ---------------------------- paid and performed in fullfull after the Termination Date, the Guarantor irrevocably and unconditionally waives suspends and subordinates any and all rights to which it may be entitled, by operation of law or otherwise, to be subrogated, with respect to any payment made by the Guarantor hereunder, to the rights of HRP against any GranCare Company, or otherwise to be reimbursed, indemnified or exonerated by any GranCare Company in respect thereof or to receive any payment, in the nature of contribution or for any other reason, from any other guarantor of the Obligations with respect to any payment made by the Guarantor hereunder (provided that the foregoing shall not prevent the Guarantor from drawing (and retaining any amounts so drawn) under any letter of credit issued by a bank for the account of any Person)hereunder. Until the Obligations shall have been paid and performed in full, the Guarantor waives any defense it may have based upon any election of remedies by HRP which impairs the Guarantor's subrogation rights or the Guarantor's rights to proceed against any GranCare Company for reimbursement (including without limitation any loss of rights the Guarantor may suffer by reason of any rights, powers or remedies of such GranCare Company in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging any indebtedness to HRP). Until the Obligations shall have been paid, performed and satisfied in fullfull after the Termination Date, the Guarantor further waives suspends and subordinates any right to enforce any remedy which HRP now has or may in the future have against any GranCare Company, any other guarantor or any other Person and any benefit of, or any right to participate in, any security whatsoever now or in the future held by HRP.

Subrogation and Contribution. (a) Until the Obligations Guaranteed Obligation is Paid In Full, each Guarantor agrees that it will not assert, enforce, or otherwise exercise (i) any right of subrogation to any of the rights or liens of Lender or any other beneficiary against Borrower or any other obligor on the Guaranteed Obligation or any Collateral or other security, or (ii) any right of recourse, reimbursement, subrogation, contribution, indemnification, or similar right against Borrower or any other obligor or other guarantor on all or any part of the Guaranteed Obligation (whether such rights in clause (i) or clause (ii), or under clause (b) below, arise in equity, under contract, by statute, under common law, or otherwise). (b) To the extent that any Guarantor makes a payment (a “Guarantor Payment”) of all or any portion of the Guaranteed Obligation, then such Guarantor shall have been ---------------------------- paid be entitled to contribution and performed indemnification from, and be reimbursed by, each of the other Guarantors in fullan amount, for each such Guarantor, equal to a fraction of such Guarantor Payment, the numerator of which is such Guarantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all Guarantors. (c) As of any date of determination, the “Allocable Amount” of each Guarantor irrevocably and unconditionally waives any and all rights shall be equal to the maximum amount of liability which it may could be entitled, by operation of law or otherwise, to be subrogated, asserted against such Guarantor under this Guaranty with respect to any payment made by the applicable Guarantor hereunderPayment without (i) rendering such Guarantor “insolvent”, to the rights of HRP against any GranCare Company(ii) leaving such Guarantor with unreasonably small capital, or otherwise (iii) leaving such Guarantor unable to be reimbursed, indemnified or exonerated by any GranCare Company in respect thereof or to receive any paymentpay its debts as they become due, in each case, under or within the nature of contribution or for any other reason, from any other guarantor of the Obligations with respect to any payment made by the Guarantor hereunder (provided that the foregoing shall not prevent the Guarantor from drawing (and retaining any amounts so drawn) under any letter of credit issued by a bank for the account meaning of any Person). Until the Obligations shall have been paid and performed in full, the Guarantor waives any defense it may have based upon any election of remedies by HRP which impairs the Guarantor's subrogation rights or the Guarantor's rights to proceed against any GranCare Company for reimbursement (including without limitation any loss of rights the Guarantor may suffer by reason of any rights, powers or remedies of such GranCare Company in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging any indebtedness to HRP). Until the Obligations shall have been paid, performed and satisfied in full, the Guarantor further waives any right to enforce any remedy which HRP now has or may in the future have against any GranCare Company, any other guarantor or any other Person and any benefit of, or any right to participate in, any security whatsoever now or in the future held by HRPDebtor Relief Law.

Subrogation and Contribution. Until the Obligations shall have been paid ---------------------------- paid and performed in fullfull after the Termination Date, the Guarantor irrevocably and unconditionally waives suspends and subordinates any and all rights to which it may be entitled, by operation of law or otherwise, to be subrogated, with respect to any payment made by the Guarantor hereunder, to the rights of HRP against any GranCare Company, or otherwise to be reimbursed, indemnified or exonerated by any GranCare Company in respect thereof or to receive any payment, in the nature of contribution or for any other reason, from any other guarantor of the Obligations with respect to any payment made by the Guarantor hereunder (provided that the foregoing shall not prevent the Guarantor from drawing (and retaining any amounts so drawn) under any letter of credit issued by a bank for the account of any Person)hereunder. Until the Obligations shall have been paid and performed in full, the Guarantor waives any defense it may have based upon any election of remedies by HRP which impairs the Guarantor's subrogation rights or the Guarantor's rights to proceed against any GranCare Company for reimbursement (including without limitation any loss of rights the Guarantor may suffer by reason of any rights, powers or remedies of such GranCare Company in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging any indebtedness to HRP). Until the Obligations shall have been paid, performed and satisfied in full, the Guarantor further waives suspends and subordinates any right to enforce any remedy which HRP now has or may in the future have against any GranCare Company, any other guarantor or any other Person and any benefit of, or any right to participate in, any security whatsoever now or in the future held by HRP.

Subrogation and Contribution. Until the Obligations shall have been ---------------------------- paid and performed in fullfull after the Termination Date, the Guarantor irrevocably and unconditionally waives suspends and subordinates any and all rights to which it may be entitled, by operation of law or otherwise, to be subrogated, with respect to any payment made by the Guarantor hereunder, to the rights of HRP against any GranCare Company, or otherwise to be reimbursed, indemnified or exonerated by any GranCare Company in respect thereof or to receive any payment, in the nature of contribution or for any other reason, from any other guarantor of the Obligations with respect to any payment made by the Guarantor hereunder (provided that the foregoing shall not prevent the Guarantor from drawing (and retaining any amounts so drawn) under any letter of credit issued by a bank for the account of any Person)hereunder. Until the Obligations shall have been paid and performed in full, the Guarantor waives any defense it may have based upon any election of remedies by HRP which impairs the Guarantor's subrogation rights or the Guarantor's rights to proceed against any GranCare Company for reimbursement (including without limitation any loss of rights the Guarantor may suffer by reason of any rights, powers or remedies of such GranCare Company in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging any indebtedness to HRP). Until the Obligations shall have been paid, performed and satisfied in full, the Guarantor further waives suspends and subordinates any right to enforce any remedy which HRP now has or may in the future have against any GranCare Company, any other guarantor or any other Person and any benefit of, or any right to participate in, any security whatsoever now or in the future held by HRP.

Subrogation and Contribution. Until (a) Except as otherwise expressly provided in this Agreement, in the Obligations shall have been ---------------------------- paid and performed in fullevent of payment under this Agreement, the Guarantor irrevocably Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all documents required and unconditionally waives shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights. (b) Whether or not the indemnification provided for in this Agreement is available to Indemnitee, in respect of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such Proceeding without prejudice to any right of contribution it may have against Indemnitee. (c) Without diminishing or impairing the obligations of the Company in Section 17(b) hereof, if, for any reason, Indemnitee shall elect or be required to pay all or any portion of any judgment or settlement in any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company shall contribute to the amount of Expenses and Other Liabilities paid in settlement and actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative benefits received by the Company and all rights to officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction from which it may be entitledsuch Proceeding arose; provided, by operation however, that the proportion determined on the basis of law or otherwise, to be subrogated, with respect to any payment made by the Guarantor hereunderrelative benefit may, to the rights extent necessary to conform to law, be further adjusted by reference to the relative fault of HRP against the Company and all officers, directors or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the events that resulted in such Expenses and Other Liabilities, as well as any GranCare other equitable considerations which the law may require to be considered. The relative fault of the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or otherwise would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary and the degree to which their conduct is active or passive. (d) The Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be reimbursedbrought by officers, indemnified directors or exonerated by employees of the Company, other than Indemnitee, who may be jointly liable with Indemnitee. (e) To the fullest extent permissible under applicable law and without diminishing or impairing the obligations of the Company set forth in Section 17(b), Section 17(c) and Section 17(d), if the indemnification provided for in this Agreement is unavailable to Indemnitee for any GranCare Company in respect thereof or to receive any paymentreason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the nature amount incurred by or on behalf of contribution or Indemnitee, whether for any other reasonOther Liabilities and/or for Expenses, from any other guarantor of the Obligations with respect to any payment made by the Guarantor hereunder (provided that the foregoing shall not prevent the Guarantor from drawing (and retaining any amounts so drawn) under any letter of credit issued by a bank for the account of any Person). Until the Obligations shall have been paid and performed in full, the Guarantor waives any defense it may have based upon any election of remedies by HRP which impairs the Guarantor's subrogation rights or the Guarantor's rights to proceed against any GranCare Company for reimbursement (including without limitation any loss of rights the Guarantor may suffer by reason of any rights, powers or remedies of such GranCare Company in connection with any anti-deficiency laws or any other laws limitingclaim relating to an Indemnifiable Event under this Agreement, qualifying or discharging any indebtedness in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to HRPreflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s). Until the Obligations shall have been paid, performed and satisfied in full, the Guarantor further waives any right to enforce any remedy which HRP now has or may in the future have against any GranCare Company, any other guarantor or any other Person and any benefit of, or any right to participate in, any security whatsoever now or in the future held by HRP.