Common use of Subrogation and Contribution Clause in Contracts

Subrogation and Contribution. Unless and until the Obligations have been fully paid and satisfied and the Revolving Credit Commitments have terminated, each Guarantor hereby irrevocably waives any claim or other right it may now or hereafter acquire against the Borrower or any other Guarantor that arises from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Section 11 or any other Credit Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, or any right to participate in any claim or remedy of the Administrative Agent, any Lender, the L/C Issuer, or any other holder of an Obligation against the Borrower or any other Guarantor whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower or any other Guarantor directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other right. If any amount shall be paid to a Guarantor on account of such subrogation rights at any time prior to the later of (x) the payment in full of the Obligations and all other amounts payable by the Borrower hereunder and the other Credit Documents and (y) the termination of the Revolving Credit Commitments and expiration of all Letters of Credit, such amount shall be held in trust for the benefit of the Administrative Agent and the Lenders and the L/C Issuer (and their Affiliates) and shall forthwith be paid to the Administrative Agent for the benefit of the Lenders (and their Affiliates) or be credited and applied upon the Obligations, whether matured or unmatured, in accordance with the terms of this Agreement.

Subrogation and Contribution. Unless and until Until the Obligations shall have been fully ---------------------------- paid and satisfied performed in full, the Guarantor irrevocably and the Revolving Credit Commitments have terminated, each Guarantor hereby irrevocably unconditionally waives any claim or other right and all rights to which it may now be entitled, by operation of law or hereafter acquire 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 Borrower 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 that arises from further waives any right to enforce any remedy which HRP now has or may in the existencefuture have against any GranCare Company, payment, performance or enforcement of such Guarantor’s obligations under this Section 11 any other guarantor or any other Credit Document, including, without limitation, Person and any right of subrogation, reimbursement, exoneration, contribution, indemnificationbenefit of, or any right to participate in any claim or remedy of the Administrative Agentin, any Lender, the L/C Issuer, or any other holder of an Obligation against the Borrower or any other Guarantor whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower or any other Guarantor directly or indirectly, in cash or other property or by set-off security whatsoever now or in any other manner, payment or security on account of such claim or other right. If any amount shall be paid to a Guarantor on account of such subrogation rights at any time prior to the later of (x) the payment in full of the Obligations and all other amounts payable future held by the Borrower hereunder and the other Credit Documents and (y) the termination of the Revolving Credit Commitments and expiration of all Letters of Credit, such amount shall be held in trust for the benefit of the Administrative Agent and the Lenders and the L/C Issuer (and their Affiliates) and shall forthwith be paid to the Administrative Agent for the benefit of the Lenders (and their Affiliates) or be credited and applied upon the Obligations, whether matured or unmatured, in accordance with the terms of this AgreementHRP.

Subrogation and Contribution. Unless and until Until the Obligations shall have been fully paid and satisfied performed in full after the termination of the Lease Documents, Guarantor irrevocably and the Revolving Credit Commitments have terminated, each Guarantor hereby irrevocably unconditionally waives any claim or other right and all rights to which it may now be entitled, by operation of law or hereafter acquire otherwise, to be subrogated, with respect to any payment made by Guarantor hereunder, to the rights of Landlord against Tenant, or otherwise to be reimbursed, indemnified or exonerated by Tenant in respect thereof or to receive any payment, in the Borrower nature of contribution or for any other reason, from any other guarantor of the Obligations with respect to any payment made by Guarantor hereunder. Until the Obligations shall have been paid and performed in full after the termination of the Lease Documents, Guarantor waives any defense it may have based upon any election of remedies by Landlord which impairs Guarantor's subrogation rights or Guarantor's rights to proceed against Tenant for reimbursement (including without limitation any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of Tenant in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging any indebtedness to Landlord). Until the Obligations shall have been paid, performed and satisfied in full after the termination of the Lease Documents, Guarantor that arises from further waives any right to enforce any remedy which Landlord now has or may in the existencefuture have against Tenant, payment, performance or enforcement of such Guarantor’s obligations under this Section 11 any other guarantor or any other Credit Document, including, without limitation, Person and any right of subrogation, reimbursement, exoneration, contribution, indemnificationbenefit of, or any right to participate in any claim or remedy of the Administrative Agentin, any Lender, the L/C Issuer, or any other holder of an Obligation against the Borrower or any other Guarantor whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower or any other Guarantor directly or indirectly, in cash or other property or by set-off security whatsoever now or in any other manner, payment or security on account of such claim or other right. If any amount shall be paid to a Guarantor on account of such subrogation rights at any time prior to the later of (x) the payment in full of the Obligations and all other amounts payable future held by the Borrower hereunder and the other Credit Documents and (y) the termination of the Revolving Credit Commitments and expiration of all Letters of Credit, such amount shall be held in trust for the benefit of the Administrative Agent and the Lenders and the L/C Issuer (and their Affiliates) and shall forthwith be paid to the Administrative Agent for the benefit of the Lenders (and their Affiliates) or be credited and applied upon the Obligations, whether matured or unmatured, in accordance with the terms of this AgreementLandlord.

Subrogation and Contribution. Unless and until Until the Obligations shall have been fully paid and satisfied performed in full, the Guarantor irrevocably and the Revolving Credit Commitments have terminated, each Guarantor hereby irrevocably unconditionally waives any claim or other right and all rights to which it may now be entitled, by operation of law or hereafter acquire otherwise, to be subrogated, with respect to any payment made by the Guarantor hereunder, to the rights of HRP against any CCA Company, or otherwise to be reimbursed, indemnified or exonerated by any CCA Company in respect thereof or to receive any payment, in the Borrower 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. 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 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 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 that arises from further waives any right to enforce any remedy which HRP now has or may in the existencefuture have against any CCA Company, payment, performance or enforcement of such Guarantor’s obligations under this Section 11 any other guarantor or any other Credit Document, including, without limitation, Person and any right of subrogation, reimbursement, exoneration, contribution, indemnificationbenefit of, or any right to participate in any claim or remedy of the Administrative Agentin, any Lender, the L/C Issuer, or any other holder of an Obligation against the Borrower or any other Guarantor whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower or any other Guarantor directly or indirectly, in cash or other property or by set-off security whatsoever now or in any other manner, payment or security on account of such claim or other right. If any amount shall be paid to a Guarantor on account of such subrogation rights at any time prior to the later of (x) the payment in full of the Obligations and all other amounts payable future held by the Borrower hereunder and the other Credit Documents and (y) the termination of the Revolving Credit Commitments and expiration of all Letters of Credit, such amount shall be held in trust for the benefit of the Administrative Agent and the Lenders and the L/C Issuer (and their Affiliates) and shall forthwith be paid to the Administrative Agent for the benefit of the Lenders (and their Affiliates) or be credited and applied upon the Obligations, whether matured or unmatured, in accordance with the terms of this AgreementHRP.

Subrogation and Contribution. Unless and until Until the Obligations shall have been fully paid and satisfied performed in full, the Guarantor irrevocably and the Revolving Credit Commitments have terminated, each Guarantor hereby irrevocably unconditionally waives any claim or other right and all rights to which it may now be entitled, by operation of law or hereafter acquire 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 Borrower 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 that arises from further waives any right to enforce any remedy which HRP now has or may in the existencefuture have against any GranCare Company, payment, performance or enforcement of such Guarantor’s obligations under this Section 11 any other guarantor or any other Credit Document, including, without limitation, Person and any right of subrogation, reimbursement, exoneration, contribution, indemnificationbenefit of, or any right to participate in any claim or remedy of the Administrative Agentin, any Lender, the L/C Issuer, or any other holder of an Obligation against the Borrower or any other Guarantor whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower or any other Guarantor directly or indirectly, in cash or other property or by set-off security whatsoever now or in any other manner, payment or security on account of such claim or other right. If any amount shall be paid to a Guarantor on account of such subrogation rights at any time prior to the later of (x) the payment in full of the Obligations and all other amounts payable future held by the Borrower hereunder and the other Credit Documents and (y) the termination of the Revolving Credit Commitments and expiration of all Letters of Credit, such amount shall be held in trust for the benefit of the Administrative Agent and the Lenders and the L/C Issuer (and their Affiliates) and shall forthwith be paid to the Administrative Agent for the benefit of the Lenders (and their Affiliates) or be credited and applied upon the Obligations, whether matured or unmatured, in accordance with the terms of this AgreementHRP.

Subrogation and Contribution. Unless and until Until the Obligations shall have been fully paid ---------------------------- and performed in full after the Termination Date, the Guarantor irrevocably and unconditionally 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. Until the Obligations shall have been paid and satisfied and performed in full, the Revolving Credit Commitments have terminated, each Guarantor hereby irrevocably waives any claim or other right defense it may now have based upon any election of remedies by HRP which impairs the Guarantor's subrogation rights or hereafter acquire the Guarantor's rights to proceed against any GranCare Company for reimbursement (including without limitation any loss of rights the Borrower 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 after the Termination Date, the Guarantor that arises from further suspends and subordinates any right to enforce any remedy which HRP now has or may in the existencefuture have against any GranCare Company, payment, performance or enforcement of such Guarantor’s obligations under this Section 11 any other guarantor or any other Credit Document, including, without limitation, Person and any right of subrogation, reimbursement, exoneration, contribution, indemnificationbenefit of, or any right to participate in any claim or remedy of the Administrative Agentin, any Lender, the L/C Issuer, or any other holder of an Obligation against the Borrower or any other Guarantor whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower or any other Guarantor directly or indirectly, in cash or other property or by set-off security whatsoever now or in any other manner, payment or security on account of such claim or other right. If any amount shall be paid to a Guarantor on account of such subrogation rights at any time prior to the later of (x) the payment in full of the Obligations and all other amounts payable future held by the Borrower hereunder and the other Credit Documents and (y) the termination of the Revolving Credit Commitments and expiration of all Letters of Credit, such amount shall be held in trust for the benefit of the Administrative Agent and the Lenders and the L/C Issuer (and their Affiliates) and shall forthwith be paid to the Administrative Agent for the benefit of the Lenders (and their Affiliates) or be credited and applied upon the Obligations, whether matured or unmatured, in accordance with the terms of this AgreementHRP.

Subrogation and Contribution. Unless and until Until the Obligations shall have been fully paid and satisfied performed in full after the Termination Date, the Guarantor irrevocably and unconditionally 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 Revolving Credit Commitments 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. Until the Obligations shall have terminatedbeen paid and performed in full, each the Guarantor hereby irrevocably waives any claim or other right defense it may now have based upon any election of remedies by HRP which impairs the Guarantor's subrogation rights or hereafter acquire the Guarantor's rights to proceed against any GranCare Company for reimbursement (including without limitation any loss of rights the Borrower 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 after the Termination Date, the Guarantor that arises from further suspends and subordinates any right to enforce any remedy which HRP now has or may in the existencefuture have against any GranCare Company, payment, performance or enforcement of such Guarantor’s obligations under this Section 11 anyother guarantor or any other Credit Document, including, without limitation, Person and any right of subrogation, reimbursement, exoneration, contribution, indemnificationbenefit of, or any right to participate in any claim or remedy of the Administrative Agentin, any Lender, the L/C Issuer, or any other holder of an Obligation against the Borrower or any other Guarantor whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower or any other Guarantor directly or indirectly, in cash or other property or by set-off security whatsoever now or in any other manner, payment or security on account of such claim or other right. If any amount shall be paid to a Guarantor on account of such subrogation rights at any time prior to the later of (x) the payment in full of the Obligations and all other amounts payable future held by the Borrower hereunder and the other Credit Documents and (y) the termination of the Revolving Credit Commitments and expiration of all Letters of Credit, such amount shall be held in trust for the benefit of the Administrative Agent and the Lenders and the L/C Issuer (and their Affiliates) and shall forthwith be paid to the Administrative Agent for the benefit of the Lenders (and their Affiliates) or be credited and applied upon the Obligations, whether matured or unmatured, in accordance with the terms of this AgreementHRP.

Subrogation and Contribution. Unless and until Until the Obligations shall have been fully paid ---------------------------- and performed in full after the Termination Date, the Guarantor irrevocably and unconditionally 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. Until the Obligations shall have been paid and satisfied and performed in full, the Revolving Credit Commitments have terminated, each Guarantor hereby irrevocably waives any claim or other right defense it may now have based upon any election of remedies by HRP which impairs the Guarantor's subrogation rights or hereafter acquire the Guarantor's rights to proceed against any GranCare Company for reimbursement (including without limitation any loss of rights the Borrower 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 that arises from further suspends and subordinates any right to enforce any remedy which HRP now has or may in the existencefuture have against any GranCare Company, payment, performance or enforcement of such Guarantor’s obligations under this Section 11 any other guarantor or any other Credit Document, including, without limitation, Person and any right of subrogation, reimbursement, exoneration, contribution, indemnificationbenefit of, or any right to participate in any claim or remedy of the Administrative Agentin, any Lender, the L/C Issuer, or any other holder of an Obligation against the Borrower or any other Guarantor whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower or any other Guarantor directly or indirectly, in cash or other property or by set-off security whatsoever now or in any other manner, payment or security on account of such claim or other right. If any amount shall be paid to a Guarantor on account of such subrogation rights at any time prior to the later of (x) the payment in full of the Obligations and all other amounts payable future held by the Borrower hereunder and the other Credit Documents and (y) the termination of the Revolving Credit Commitments and expiration of all Letters of Credit, such amount shall be held in trust for the benefit of the Administrative Agent and the Lenders and the L/C Issuer (and their Affiliates) and shall forthwith be paid to the Administrative Agent for the benefit of the Lenders (and their Affiliates) or be credited and applied upon the Obligations, whether matured or unmatured, in accordance with the terms of this AgreementHRP.

Subrogation and Contribution. Unless and until Until the Obligations shall have been fully paid and satisfied performed in full after the Termination Date, the Guarantor irrevocably and unconditionally 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 Revolving Credit Commitments 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. Until the Obligations shall have terminatedbeen paid and performed in full, each the Guarantor hereby irrevocably waives any claim or other right defense it may now have based upon any election of remedies by HRP which impairs the Guarantor's subrogation rights or hereafter acquire the Guarantor's rights to proceed against any GranCare Company for reimbursement (including without limitation any loss of rights the Borrower 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 that arises from further suspends and subordinates any right to enforce any remedy which HRP now has or may in the existencefuture have against any GranCare Company, payment, performance or enforcement of such Guarantor’s obligations under this Section 11 any other guarantor or any other Credit Document, including, without limitation, Person and any right of subrogation, reimbursement, exoneration, contribution, indemnificationbenefit of, or any right to participate in any claim or remedy of the Administrative Agentin, any Lender, the L/C Issuer, or any other holder of an Obligation against the Borrower or any other Guarantor whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower or any other Guarantor directly or indirectly, in cash or other property or by set-off security whatsoever now or in any other manner, payment or security on account of such claim or other right. If any amount shall be paid to a Guarantor on account of such subrogation rights at any time prior to the later of (x) the payment in full of the Obligations and all other amounts payable future held by the Borrower hereunder and the other Credit Documents and (y) the termination of the Revolving Credit Commitments and expiration of all Letters of Credit, such amount shall be held in trust for the benefit of the Administrative Agent and the Lenders and the L/C Issuer (and their Affiliates) and shall forthwith be paid to the Administrative Agent for the benefit of the Lenders (and their Affiliates) or be credited and applied upon the Obligations, whether matured or unmatured, in accordance with the terms of this AgreementHRP.

Subrogation and Contribution. Unless and until 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 fully indefeasibly paid in full, and satisfied and (ii) the Revolving Credit Commitments have terminatedbeen 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 hereby irrevocably waives any claim claim, right or remedy, direct or indirect, that any Guarantor now has or may hereafter have against the Borrower, any other guarantor (including any other Guarantor hereunder) or any other Borrower Group Entity or any of the assets of the Borrower, any other guarantor (including any other Guarantor hereunder) or any other Borrower Group Entity in connection with any payment by such Guarantor of its obligations under this Guaranty, in each case whether such claim, right it 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 Guarantor now has or may hereafter have against the Borrower, any other guarantor (including any other Guarantor hereunder) or any other 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, and any right to participate in, any Collateral or security now or hereafter acquire held by or 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 Borrower or Obligations (including any other Guarantor that arises from hereunder), any other Borrower Group Entity or the existence, payment, performance or enforcement Guaranteed Obligations in respect of payments made by such Guarantor’s obligations Guarantor under this Section 11 or Guaranty, but thereafter may seek contribution from any other Credit Documentguarantor (including any other Guarantor hereunder) of the Obligations. Each Guarantor further agrees that, including, without limitation, any to the extent the waiver or agreement to withhold the exercise of its right of subrogation, reimbursement, exoneration, contribution, indemnification, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any right to participate in any claim or remedy of the Administrative Agentreason, any Lenderrights of subrogation, reimbursement, indemnification or contribution such Guarantor may have against the L/C IssuerBorrower, any other guarantor (including any other Guarantor hereunder) or any other holder of an Obligation 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 or any other Guarantor whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitationBorrower, the right other Borrower Group Entities or such other guarantors and (y) to take or receive from all right, title and interest the Borrower or Guaranteed Parties may have in any other Guarantor directly or indirectly, in cash such Collateral or other property or by set-off or in any other manner, payment or security on account of such claim or other rightsecurity. If any amount shall be paid to a such Guarantor on account of any such subrogation subrogation, reimbursement, indemnification or contribution rights at any time prior to the later of (x) the payment in full of the Obligations and all other amounts payable by the Borrower hereunder and the other Credit Documents and (y) the termination of the Revolving Credit Commitments and expiration of all Letters of CreditDischarge Date, such amount shall be held in trust for the benefit Administrative Agent (on behalf of the Administrative Agent and the Lenders and the L/C Issuer (and their AffiliatesLenders) and shall forthwith be paid over to the Administrative Agent for the benefit (on behalf of the Lenders (and their AffiliatesLenders) or to be credited and applied upon against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of this Agreementhereof.

Subrogation and Contribution. Unless and 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 fully indefeasibly paid, performed and 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 and satisfied in full and the Revolving Credit Commitments have been terminated, any claim, right or remedy, direct or indirect, that any 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 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, and any right to participate in, any Collateral or security 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 hereby irrevocably waives shall withhold exercise of any claim 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 right it may now or hereafter acquire against 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 Contribution Agreement or any other Loan Party. Each Subsidiary Guarantor that arises from further agrees that, to the existence, payment, performance extent the waiver or enforcement agreement to withhold the exercise of such Guarantor’s obligations under this Section 11 or any other Credit Document, including, without limitation, any its right of subrogation, reimbursement, exoneration, contribution, indemnification, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any right to participate in any claim or remedy of the Administrative Agentreason, any Lenderrights of subrogation, reimbursement or indemnification such Subsidiary Guarantor may have against the L/C IssuerBorrower, any other guarantor (including any other Subsidiary Guarantor hereunder) or any other holder of an Obligation 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 whether hereunder), shall be junior and subordinate to any right the Agent and the Lenders may have against such other Loan Party or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower or any other Guarantor directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rightguarantor. If any amount shall be paid to a such Subsidiary Guarantor on account of any such subrogation subrogation, reimbursement, indemnification or contribution rights at any time prior 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 later of (x) the payment in full of the Obligations Borrower and all other amounts payable by due from the Borrower hereunder and under the other Credit Loan Documents and shall not have been paid in full, or (yIII) the termination of the Revolving Credit Commitments and expiration of all Letters of Creditshall not have been fully terminated, such amount shall be held in trust for the benefit Agent (on behalf of the Administrative Agent and the Lenders and the L/C Issuer (and their AffiliatesLenders) and shall forthwith be paid over to the Administrative Agent for the benefit (on behalf of the Lenders (and their AffiliatesLenders) or to be credited and applied upon against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of this Agreementhereof.