Common use of Contribution and Subrogation Clause in Contracts

Contribution and Subrogation. Each Grantor (a “Contributing Party”) agrees (subject to Section 5.03) that, in the event assets of any other Grantor shall be sold pursuant to any Second Lien Document to satisfy any Second Lien Obligation owed to any Second Lien Secured Party and such other Grantor (the “Claiming Party”) shall not have been fully indemnified by the Issuers as provided in Section 5.01, subject to the terms of the Intercreditor Agreement, the Contributing Party shall indemnify the Claiming Party in an amount equal to the greater of the book value or the fair market value of such assets, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party on the date hereof (or, in the case of any Grantor becoming a party hereto pursuant to Section 6.14, the date of the Second Lien Security Agreement Supplement hereto executed and delivered by such Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment.

Contribution and Subrogation. Each Grantor other than the U.S. Borrower (a “Contributing Party”) agrees (subject to Section 5.034.03) that, in the event assets of any other Grantor other than the U.S. Borrower shall be sold pursuant to any Second Lien Collateral Document to satisfy any Second Lien Obligation owed to any Second Lien Secured Party and such other Grantor Grantors (the “Claiming Party”) shall not have been fully indemnified by the Issuers relevant Borrower as provided in Section 5.01, subject to the terms of the Intercreditor Agreement4.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the greater of the book value or the fair market value of such assets, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party Grantors on the date hereof (or, in the case of any Grantor becoming a party hereto pursuant to Section 6.145.14, the date of the Second Lien Intellectual Property Security Agreement Supplement hereto executed and delivered by such Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 4.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment.

Contribution and Subrogation. Each Grantor (a “Contributing Party”) agrees (subject to Section 5.03) that, in the event any assets of any other Grantor shall be sold pursuant to any Second Lien Security Document to satisfy any Second Lien Secured Obligation owed to any Second Lien Secured Party and such other Grantor (the “Claiming Party”) shall not have been fully indemnified by the Issuers Borrower as provided in Section 5.01, subject to the terms of the Intercreditor Agreement, the Contributing Party shall indemnify the Claiming Party in an amount equal to the greater of the book value or the fair market value of such assets, in each case assets multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party Grantors on the date hereof (or, in the case of any Grantor becoming a party hereto pursuant to Section 6.147.14, the date of the Second Lien Security Agreement Supplement supplement hereto executed and delivered by such Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 shall be subrogated to the rights of such Claiming Party under Section 5.01 to the extent of such payment.

Contribution and Subrogation. Each Subsidiary Grantor (a “Contributing Party”) agrees (subject to Section 5.03) that, in the event assets of any other Subsidiary Grantor shall be sold pursuant to any Second Lien Document this Agreement to satisfy any Second Lien Secured Obligation owed to any Second Lien Secured Party and such other Subsidiary Grantor (the “Claiming Party”) shall not have been fully indemnified by the Issuers Borrower as provided in Section 5.01, subject to the terms of the Intercreditor Agreement, the Contributing Party shall indemnify the Claiming Party in an amount equal to the greater of the book value or the fair market value of such assets, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party on the date hereof (or, in the case of any Grantor becoming a party hereto pursuant to Section 6.146.13, the date of the Second Lien Security Pledge Agreement Supplement hereto executed and delivered by such Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment.

Contribution and Subrogation. Each Grantor (a “Contributing Party”) agrees (subject to Section 5.03) that, in the event assets of any other Grantor shall be sold pursuant to any Second Lien Security Document to satisfy any Second Lien Obligation owed to any Second Lien Secured Party and such other Grantor (the “Claiming Party”) shall not have been fully indemnified by the Issuers Borrower as provided in Section 5.01, subject to the terms of the Intercreditor Agreement, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party Grantors on the date hereof (or, in the case of any Grantor becoming a party hereto pursuant to Section 6.14, the date of the Second Lien Security Agreement Supplement supplement hereto executed and delivered by such Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 shall be subrogated to the rights of such Claiming Party under Section 5.01 to the extent of such payment.

Contribution and Subrogation. Each Grantor (other than the Borrower) (a “Contributing PartyGrantor”) agrees (subject to Section 5.03) that, in the event assets of any other Grantor (other than the Borrower) shall be sold pursuant to any Second Lien Security Document to satisfy any Second Lien Obligation owed to any Second Lien Secured Party Party, and such other Grantor (the “Claiming PartyGrantor”) shall not have been fully indemnified by the Issuers Borrower as provided in Section 5.01, subject to the terms of the Intercreditor Agreement, the Contributing Party Grantor shall indemnify the Claiming Party Grantor in an amount equal to the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party Grantor on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with Grantors (other than the net worth of the Claiming Party Borrower) on the date hereof (or, in the case of any Subsidiary Grantor becoming a party hereto pursuant to Section 6.146.16, the date of the Second Lien Security Agreement Supplement supplement hereto executed and delivered by such Subsidiary Grantor). Any Contributing Party Grantor making any payment to a Claiming Party Grantor pursuant to this Section 5.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party Grantor under Section 5.01 to the extent of such payment.

Contribution and Subrogation. Each Grantor (a “Contributing Party”) agrees (subject to Section 5.03) that, in the event assets of any other Grantor shall be sold pursuant to any Second Lien Security Document to satisfy any Second Lien Notes Obligation owed to any Second Lien Secured Party and such other Grantor (the “Claiming Party”) shall not have been fully indemnified by the Issuers as provided in Section 5.01, subject to the terms of the Intercreditor Agreement, the Contributing Party shall indemnify the Claiming Party in an amount equal to the greater of the book value or the fair market value of such assets, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof (or, in the case of any Grantor becoming a party hereto pursuant to Section 6.13, the date of the supplement hereto executed and delivered by such Grantor) and the denominator shall be the aggregate net worth of all the Contributing Parties together with Grantors (other than the net worth of the Claiming Party Company) on the date hereof (or, in the case of any Grantor becoming a party hereto pursuant to Section 6.146.13, the date of the Second Lien Security Agreement Supplement supplement hereto executed and delivered by such Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 shall be subrogated to the rights of such Claiming Party under Section 5.01 to the extent of such payment.

Contribution and Subrogation. Each Grantor (a “"Contributing Party”") agrees (subject to Section 5.03) that, in the event any assets of any other Grantor shall be sold pursuant to any Second Lien Security Document to satisfy any Second Lien Secured Obligation owed to any Second Lien Secured Party the Lender and such other Grantor (the “"Claiming Party”") shall not have been fully indemnified by the Issuers Borrower as provided in Section 5.01, subject to the terms of the Intercreditor Agreement, the Contributing Party shall indemnify the Claiming Party in an amount equal to the greater of the book value or the fair market value of such assets, in each case assets multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party Grantors on the date hereof (or, in the case of any Grantor becoming a party hereto pursuant to Section 6.147.14, the date of the Second Lien Security Agreement Supplement supplement hereto executed and delivered by such Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 shall be subrogated to the rights of such Claiming Party under Section 5.01 to the extent of such payment.

Contribution and Subrogation. Each Grantor Subsidiary Party (a “Contributing Party”) agrees (subject to Section 5.035.03 hereof) that, in the event assets of any other Grantor Subsidiary Party shall be sold pursuant to any Second Lien Security Document to satisfy any Second Lien Secured Obligation owed to any Second Lien Secured Party and such other Grantor Subsidiary Party (the “Claiming Party”) shall not have been fully indemnified by the Issuers Company as provided in Section 5.01, subject to the terms of the Intercreditor Agreement5.01 hereof, the Contributing Party shall indemnify the Claiming Party in an amount equal to the greater of the book value or the fair market value of such assets, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party on the date hereof (or, in the case of any Grantor becoming a party hereto pursuant to Section 6.146.14 hereof, the date of the Second Lien Security Agreement Supplement hereto executed and delivered by such Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment.

Contribution and Subrogation. Each Grantor (each, a “Contributing Party”) agrees (subject to Section 5.03) that, in the event a payment shall be made by any other Grantor hereunder in respect of any Obligation, or assets of any other Grantor shall be sold pursuant to any Second Lien Security Document to satisfy any Second Lien Obligation owed to any Second Lien Secured Party Party, and such other Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers and the Issuers as provided in Section 5.01, subject to the terms of the Intercreditor Agreement2.10, the Contributing Party shall indemnify the Claiming Party in an amount equal to (i) the amount of such payment or (ii) the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party Grantors on the date hereof (or, in the case of any Grantor becoming a party hereto pursuant to Section 6.14hereto, the date of the Second Lien Security Agreement Supplement hereto executed and delivered by such GrantorGrantor became a party hereto). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 2.11 shall be subrogated to the rights of such Claiming Party under Section 2.11 to the extent of such payment.

Contribution and Subrogation. Each Grantor (a “Contributing Party”) agrees (subject to Section 5.03) that, in the event assets of any other Grantor shall be sold pursuant to any Second Lien Collateral Document to satisfy any Second Lien Obligation owed to any Second Lien Secured Party Party, and such other Grantor (the “Claiming Party”) shall not have been fully indemnified by the Issuers Borrower as provided in Section 5.01, subject to the terms of the Intercreditor Agreement, the Contributing Party shall indemnify the Claiming Party in an amount equal to the greater of the book value or the fair market value of such assets, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party on the date hereof (or, in the case of any Grantor becoming a party hereto pursuant to Section 6.14, the date of the Second Lien Parent Security Agreement Supplement hereto executed and delivered by such Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment.

Contribution and Subrogation. Each Grantor (a “Contributing Party”) agrees (subject to Section 5.034.03) that, in the event assets of any other Grantor shall be sold pursuant to any Second Lien Collateral Document to satisfy any Second Lien Obligation owed to any Second Lien Secured Party Party, and such other Grantor (the “Claiming Party”) shall not have been fully indemnified by the Issuers Borrower as provided in Section 5.01, subject to the terms of the Intercreditor Agreement4.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the greater of the book value or the fair market value of such assets, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party on the date hereof (or, in the case of any Grantor becoming a party hereto pursuant to Section 6.145.14, the date of the Second Lien Restricted Subsidiary Intellectual Property Security Agreement Supplement hereto executed and delivered by such Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 4.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment.

Contribution and Subrogation. Each Grantor Guarantor (a “Contributing Party”) agrees (subject to Section 5.033.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Secured Obligation or assets of any other Grantor Guarantor shall be sold pursuant to any Second Lien Document Collateral Agreement to satisfy any Second Lien Secured Obligation owed to any Second Lien Secured Party and such other Grantor Guarantor (the “Claiming Party”) shall not have been fully indemnified by the Issuers Borrowers as provided in Section 5.01, subject to the terms of the Intercreditor Agreement3.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party Guarantors on the date hereof (or, in the case of any Grantor Guarantor becoming a party hereto pursuant to Section 6.144.12, the date of the Second Lien Security Agreement Supplement supplement hereto executed and delivered by such GrantorGuarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 3.02 shall (subject to Section 3.03) be subrogated to the rights of such Claiming Party under Section 3.01 to the extent of such payment.