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 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 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 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 Each Subsidiary Guarantor hereby waives, until the later of (i) the Guaranteed Obligations (other than contingent indemnification obligations for which no demand has been made) 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 indefeasibly paid, performed and satisfied completed in full, and (ii) the Loan to the Borrower and all other amounts due from the Borrower and all other Loan Parties under the Loan Documents have been indefeasibly paid in full and the Commitments have been terminated, any claim, right or remedy, direct or indirect, that any Subsidiary Guarantor further waives any right to enforce any remedy which HRP now has or may in the future hereafter have against any GranCare Companythe Borrower, any other guarantor (including any other Subsidiary Guarantor hereunder) or any other Person Loan Party or any of the assets of the Borrower, any other guarantor (including any other Subsidiary Guarantor hereunder) or any other Loan Party in connection with this Guaranty or the performance by such Subsidiary 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, (A) any right of subrogation, reimbursement or indemnification that such Subsidiary Guarantor now has or may hereafter have against the Borrower, any other guarantor (including any other Subsidiary Guarantor hereunder) or any other Loan Party, (B) any right to enforce, or to participate in, any claim, right or remedy that the Agent or any Lender now has or may hereafter have against the Borrower, any other guarantor (including any other Subsidiary Guarantor hereunder) or any other Loan Party, and (C) any benefit of, or and any right to participate in, any Collateral or security whatsoever now or hereafter held by or on behalf of the Agent and the Lenders. In addition, until the Loan and Credit Extensions to the Borrower has been indefeasibly paid in full and the Commitments have been terminated, each Subsidiary Guarantor shall withhold exercise of any right of contribution which such Subsidiary Guarantor may have against any other guarantor of the Loan (including any other Subsidiary Guarantor hereunder), any other Loan Party or the Guaranteed Obligations, but thereafter may seek contribution from any other guarantor (including any other Subsidiary Guarantor hereunder) of the Loan and Credit Extensions to the Borrower but subject to any applicable terms and conditions set forth in the future Contribution Agreement or any other Loan Party. Each Subsidiary Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its right 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 Subsidiary Guarantor may have against the Borrower, any other guarantor (including any other Subsidiary Guarantor hereunder) or any other Loan Party or against any Collateral or other security shall be junior and subordinate to any rights the Agent and the Lenders may have against the Borrower and the other Loan Parties or guarantors and, to all right, title and interest the Agent and the Lenders may have in any such Collateral or other security, and any rights of contribution that such Subsidiary Guarantor may have against any such other Loan Party or guarantor (including any other Subsidiary Guarantor hereunder), shall be junior and subordinate to any right the Agent and the Lenders may have against such other Loan Party or guarantor. If any amount shall be paid to such Subsidiary Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when (I) all Guaranteed Obligations (other than contingent indemnification obligations for which no demand has been made) shall not have been paid, performed and completed in full, (II) the outstanding Loan and Credit Extensions to the Borrower and all other amounts due from the Borrower under the Loan Documents shall not have been paid in full, or (III) the Commitments shall not have been fully terminated, such amount shall be held by HRPin trust for the Agent (on behalf of the Lenders) and shall forthwith be paid over to the Agent (on behalf of the Lenders) to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

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 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 ---------------------------- 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 ---------------------------- 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. Until the later of the date on which (i) the Guaranteed Obligations (other than contingent indemnification obligations for which no demand has been made) shall have been ---------------------------- indefeasibly paid and performed in full, and (ii) the Commitments have been terminated or expired and all of the Letters of Credit have been terminated or expired (or cash collateralized pursuant to Section 2.06(c) of the Credit Agreement) (such later date, the “Discharge Date”), each Guarantor irrevocably and unconditionally hereby waives any and all rights to which it claim, right or remedy, direct or indirect, that any Guarantor now has or may be entitledhereafter have against the Borrower, 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 (including any other Guarantor hereunder) or any other Borrower Group Entity or any of the Obligations with respect to assets of the Borrower, 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 other guarantor (including without limitation any loss of rights the other Guarantor may suffer by reason of hereunder) or any rights, powers or remedies of such GranCare Company other Borrower Group Entity in connection with any anti-deficiency laws payment by such Guarantor of its obligations under this Guaranty, in each case whether such claim, right or any other laws limitingremedy arises in equity, qualifying under contract, by statute, under common law or discharging any indebtedness to HRP). Until the Obligations shall have been paidotherwise and, performed and satisfied in fullincluding without limitation, the Guarantor further waives (A) any right to enforce any remedy which HRP of subrogation, reimbursement or indemnification that such Guarantor now has or may in the future hereafter have against any GranCare Companythe Borrower, any other guarantor (including any other Guarantor hereunder) or any other Person Borrower Group Entity, (B) any right to enforce, or to participate in, any claim, right or remedy that any Guaranteed Party now has or may hereafter have against the Borrower, any other guarantor (including any other Guarantor hereunder) or any other Borrower Group Entity, and (C) any benefit of, or and any right to participate in, any Collateral or security whatsoever now or in the future hereafter held by HRPor on behalf of any Guaranteed Party. In addition, until the Discharge Date, each Guarantor shall withhold exercise of any right of contribution which such Guarantor may have against any other guarantor of the Obligations (including any other Guarantor hereunder), any other Borrower Group Entity or the Guaranteed Obligations in respect of payments made by such Guarantor under this Guaranty, but thereafter may seek contribution from any other guarantor (including any other Guarantor hereunder) of the Obligations. Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its right 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, indemnification or contribution such Guarantor may have against the Borrower, any other guarantor (including any other Guarantor hereunder) or any other Borrower Group Entity or against any Collateral or other security shall be junior and subordinate to (x) any rights the Guaranteed Parties may have against the Borrower, the other Borrower Group Entities or such other guarantors and (y) to all right, title and interest the Guaranteed Parties may have in any such Collateral or other security. If any amount shall be paid to such Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time prior to the Discharge Date, such amount shall be held in trust for the Administrative Agent (on behalf of the Lenders) and shall forthwith be paid over to the Administrative Agent (on behalf of the Lenders) to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.