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 Unless and until the Obligations shall have been ---------------------------- fully paid and performed in fullsatisfied and the Revolving Credit Commitments have terminated, the each Guarantor hereby irrevocably and unconditionally waives any and all rights to which claim or other right it may be entitled, by operation of law now or otherwise, to be subrogated, with respect to any payment made by hereafter acquire against 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 Borrower or any other laws limitingGuarantor that arises from the existence, qualifying payment, performance 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 enforcement of such Guarantor’s obligations under this Section 11 or any other Person and Credit Document, including, without limitation, any benefit ofright of subrogation, reimbursement, exoneration, contribution, indemnification, or any right to participate inin any claim or remedy of the Administrative Agent, any security whatsoever now 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 future 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 by HRPin 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. 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 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 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 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.

Subrogation and Contribution. Until the Obligations shall have been ---------------------------- paid and performed in full, the Each Guarantor irrevocably and unconditionally waives expressly WAIVES 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 and the Lenders individually and collectively, with respect to 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 Legal Requirement arising from the existence or performance of this Guaranty, qualifying or discharging any indebtedness to HRP). Until until the Obligations shall have been paidtermination of this Guaranty, performed and satisfied in full, the until such termination each Guarantor further waives irrevocably WAIVES any right to enforce any remedy which HRP the Administrative Agent or any Lender now has or may in the future hereafter have against any GranCare Company, the Borrower or any other guarantor Obligor and the benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any Lender. Until such termination, if any amount shall be paid by or on behalf of the Borrower or any other Person to any Guarantor on account of any of the rights waived in this SECTION 3.12, such amount shall be held by such Guarantor in trust, segregated from other funds of such Guarantor, and any benefit ofshall, or any right forthwith upon receipt by such Guarantor, be turned over to participate in, any security whatsoever now or the Administrative Agent for the account of each Lender in the future held exact form received by HRPsuch Guarantor (duly indorsed by such Guarantor to the Administrative Agent 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 3.12 shall survive the term of this Guaranty, the payment in full of the Obligations and the termination of the Commitments.

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), 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 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.

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 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 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 (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.

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. (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.