Common use of Subrogation; Contribution Clause in Contracts

Subrogation; Contribution. Reimbursement or Indemnity. Until one year and one day after all Obligations have been indefeasibly paid in full, the Guarantor agrees not to take any action pursuant to any rights which may have arisen in connection with this Guaranty to be subrogated to any of the rights (whether contractual, under the United States Bankruptcy Code, as amended, including Section 509 thereof, under common law or otherwise) of any of the Holders against the Company or against any collateral security or guaranty or right of offset held by the Holders for the payment of the Obligations. Until one year and one day after all Obligations have been indefeasibly paid in full, the Guarantor agrees not to take any action pursuant to any contractual, common law, statutory or other rights of reimbursement, contribution, exoneration or indemnity (or any similar right) from or against the Company which may have arisen in connection with this Guaranty. So long as the Obligations remain, if any amount shall be paid by or on behalf of the Company to the Guarantor on account of any of the rights waived in this paragraph, such amount shall be held by the Guarantor in trust, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Holders (duly endorsed by such Guarantor to the Holders, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Holders may determine. The provisions of this paragraph shall survive the term of this Guaranty and the payment in full of the Obligations.

Subrogation; Contribution. Reimbursement or Indemnity5.3.1 It is the intent of Guarantors and Borrowers that this Guaranty not be subject to challenge on any basis. Until one year and one day after all Obligations have been indefeasibly paid in fullAccordingly, as of the date of this Guaranty, the probable liability of each Guarantor agrees not under this Guaranty, together with all of its other Liabilities to take any action pursuant to any rights which may have arisen in connection with this Guaranty to be subrogated to any all Persons as of the rights (whether contractual, under the United States Bankruptcy Code, as amended, including Section 509 thereof, under common law or otherwise) of any of the Holders against the Company or against any collateral security or guaranty or right of offset held by the Holders for the payment of the Obligations. Until one year and one day after all Obligations have been indefeasibly paid in full, the Guarantor agrees not to take any action pursuant to any contractual, common law, statutory or other rights of reimbursement, contribution, exoneration or indemnity (or any similar right) from or against the Company which may have arisen in connection with this Guaranty. So long as the Obligations remain, if any amount shall be paid by or on behalf of the Company to the Guarantor on account of any of the rights waived in this paragraph, such amount shall be held by the Guarantor in trust, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Holders (duly endorsed by such Guarantor to the Holders, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Holders may determine. The provisions of this paragraph shall survive the term date of this Guaranty and as of any other date on which a transfer is deemed to occur by virtue of the Loan Documents, calculated in amount sufficient to pay its probable net liabilities on its existing debts as the same become absolute and matured (“Guarantor’s Dated Liabilities”) is, and is to be, less than the amount of the aggregate of the present fair salable value of its Property, and, if different, at a fair valuation thereof, as of such corresponding date (“Guarantor’s Dated Assets”). To this end each Guarantor (i) grants to and recognizes in the other Guarantors rights of contribution and subrogation in the amount, if any, by which such Guarantor’s Dated Assets, but for the aggregate of subrogation and contribution rights in its favor recognized in this Guaranty and from Borrowers pursuant to the Credit Agreement, would exceed such Guarantor’s Dated Liabilities or (ii) as the case may be, acknowledges receipt of and recognizes rights of contribution and subrogation ratably from Borrowers and the Guarantors in the amount, if any, by which such Guarantor’s Dated Liabilities, but for the aggregate of subrogation and contribution rights in its favor granted and recognized in this Guaranty and from Borrowers pursuant to the Credit Agreement, would exceed such Guarantor’s Dated Assets. In recognizing the value of such Guarantor’s Dated Assets and such Guarantor’s Dated Liabilities, it is understood that each Guarantor will recognize, to at least the same extent of its aggregate recognition of liabilities under this Guaranty, its rights (including each Secured Creditor’s obligations) under the Loan Documents and its rights to subrogation and contribution under this Guaranty and from Borrowers pursuant to the Credit Agreement. It is expressly recognized and agreed to by each Guarantor that such Guarantor’s rights of contribution and subrogation against the other Guarantors and Borrowers are expressly junior and subordinate to the prior payment and performance in full of the Guaranteed Obligations.

Subrogation; Contribution. Reimbursement or Indemnity. Until one year and one day after all Obligations have been indefeasibly paid in full, the each Guarantor agrees not to take any action pursuant to any rights which that may have arisen in connection with this Guaranty to be subrogated to any of the rights (whether contractual, under the United States Bankruptcy Code, as amended, including Section 509 thereof, under common law or otherwise) of any of the Holders against the Company or against any collateral security or guaranty or right of offset held by the Holders for the payment of the Obligations. Until one year and one day after all Obligations have been indefeasibly paid in full, the each Guarantor agrees not to take any action pursuant to any contractual, common law, statutory or other rights of reimbursement, contribution, exoneration or indemnity (or any similar right) from or against the Company which that may have arisen in connection with this Guaranty. So long as the Obligations remain, if any amount shall be paid by or on behalf of the Company to the a Guarantor on account of any of the rights waived in this paragraph, such amount shall be held by the such Guarantor in trust, segregated from other funds of the such Guarantor, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Holders (duly endorsed by such Guarantor to the Holders, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Holders may determine. The provisions of this paragraph shall survive the term of this Guaranty and the payment in full of the Obligations.

Subrogation; Contribution. Reimbursement or Indemnity. Until one year and one day after all Obligations have been indefeasibly paid in full, the Guarantor agrees not to take any action pursuant to any rights which may have arisen in connection with this Guaranty to be subrogated to any of the rights (whether contractual, under the United States Bankruptcy Code, as amended, including Section section 509 thereof, under common law or otherwise) of any of the Holders against the Company or against any collateral security or guaranty or right of offset held by the Holders for the payment of the Obligations. Until one year and one day after all Obligations have been indefeasibly paid in full, the Guarantor agrees not to take any action pursuant to any contractual, common law, statutory or other rights of reimbursement, contribution, exoneration or indemnity (or any similar right) from or against the Company which may have arisen in connection with this Guaranty. So long as the Obligations remain, if any amount shall be paid by or on behalf of the Company to the Guarantor on account of any of the rights waived in this paragraph, such amount shall be held by the Guarantor in trust, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Holders (duly endorsed by such the Guarantor to the Holders, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Holders may determine. The provisions of this paragraph shall survive the term of this Guaranty and the payment in full of the Obligations.

Subrogation; Contribution. Reimbursement or Indemnity. Until one year and one day after all Obligations have been indefeasibly paid in full, the each Guarantor agrees not to take any action pursuant to any rights which may have arisen in connection with this Guaranty to be subrogated to any of the rights (whether contractual, under the United States Bankruptcy Code, as amended, including Section section 509 thereof, under common law or otherwise) of any of the Holders against the Company Co-Obligors or against any collateral security or guaranty or right of offset held by the Holders for the payment of the Obligations. Until one year and one day after all Obligations have been indefeasibly paid in full, the each Guarantor agrees not to take any action pursuant to any contractual, common law, statutory or other rights of reimbursement, contribution, exoneration or indemnity (or any similar right) from or against the Company which Co-Obligors that may have arisen in connection with this Guaranty. So long as the Obligations remain, if any amount shall be paid by or on behalf of the Company Co-Obligors to the any Guarantor on account of any of the rights waived in this paragraph, such amount shall be held by the such Guarantor in trust, Exhibit 1(b) 91 segregated from other funds of the such Guarantor, and shall, forthwith upon receipt by the such Guarantor, be turned over to the Holders (duly endorsed by such Guarantor to the Holders, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Holders may determine. The provisions of this paragraph shall survive the term of this Guaranty and the payment in full of the Obligations.

Subrogation; Contribution. Reimbursement or Indemnity. Until one year and one day after all Obligations have been indefeasibly paid in full, the Guarantor agrees not to take any action pursuant to any rights which may have arisen in connection with this Guaranty to be subrogated to any of the rights (whether contractual, under the United States Bankruptcy Code, as amended, including Section section 509 thereof, under common law or otherwise) of any of the Holders against the Company or against any collateral security or guaranty or right of offset held by the Holders for the payment of the Obligations. Until one year and one day after all Obligations have been indefeasibly paid in full, the Guarantor agrees not to take any action pursuant to any contractual, common law, statutory or other rights of reimbursement, contribution, exoneration or indemnity (or any similar right) from or against the Company which may have arisen in connection with this Guaranty. So long as the Obligations obligations remain, if any amount shall be paid by or on behalf of the Company to the Guarantor on account of any of the rights waived in this paragraph, such amount shall be held by the Guarantor in trust, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned fumed over to the Holders (duly endorsed by such the Guarantor to the Holders, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Holders may determine. The provisions of this paragraph shall survive the term of this Guaranty and the payment in full of the Obligations.. Exhibit A