Common use of Rights of Subrogation Clause in Contracts

Rights of Subrogation. The Term Loan Representative, for and on behalf of itself and the Term Loan Secured Parties, agrees that no payment to the ABL Representative or any ABL Secured Party pursuant to the provisions of this Agreement shall entitle the Term Loan Representative or any Term Loan Secured Party to exercise any rights of subrogation in respect thereof until the ABL Obligations Payment Date. Following the ABL Obligations Payment Date, the ABL Representative agrees to execute such documents, agreements, and instruments as the Term Loan Representative or any Term Loan Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the ABL Obligations resulting from payments to the ABL Representative by such Person, so long as all reasonable and documented costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the ABL Representative are paid by such Person upon such request for payment thereof. The ABL Representative, for and on behalf of itself and the ABL Secured Parties, agrees that no payment to the Term Loan Representative or any Term Loan Secured Party pursuant to the provisions of this Agreement shall entitle the ABL Representative or any ABL Secured Party to exercise any rights of subrogation in respect thereof until the Term Loan Obligations Payment Date. Following the Term Loan Obligations Payment Date, the Term Loan Representative agrees to execute such documents, agreements, and instruments as the ABL Representative or any ABL Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Term Loan Obligations resulting from payments to the Term Loan Representative by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the Term Loan Representative are paid by such Person upon request for payment thereof.

Appears in 3 contracts

Samples: Senior Secured Credit Agreement (Lifetime Brands, Inc), Senior Secured Credit Agreement (Lifetime Brands, Inc), Credit Agreement (Lifetime Brands, Inc)

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Rights of Subrogation. The Term Loan Representative, for and on behalf of itself and the Term Loan Secured Parties, Purchaser agrees that no payment to the ABL Senior Debt Representative or any ABL Senior Debt Secured Party pursuant to the provisions of this Agreement shall entitle the Term Loan Representative or any Term Loan Secured Party Purchaser to exercise any rights of subrogation in respect thereof until the ABL Senior Debt Obligations Payment Date. Following the ABL Senior Debt Obligations Payment Date, the ABL Senior Debt Representative agrees to execute such documents, agreements, and instruments as the Term Loan Representative or any Term Loan Secured Party Purchaser may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the ABL Senior Debt Obligations resulting from payments to the ABL Representative by such Person, so long as all reasonable and documented costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the ABL Representative are paid by such Person upon such request for payment thereof. The ABL Representative, for and on behalf of itself and the ABL Secured Parties, agrees that no payment to the Term Loan Representative or any Term Loan Secured Party pursuant to the provisions of this Agreement shall entitle the ABL Representative or any ABL Secured Party to exercise any rights of subrogation in respect thereof until the Term Loan Obligations Payment Date. Following the Term Loan Obligations Payment Date, the Term Loan Representative agrees to execute such documents, agreements, and instruments as the ABL Representative or any ABL Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Term Loan Obligations resulting from payments to the Term Loan Senior Debt Representative by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the Term Loan Senior Debt Representative are paid by such Person upon request for payment thereof. The Senior Debt Representative, for and on behalf of itself and the Senior Debt Secured Parties, agrees that no payment to the Purchaser pursuant to the provisions of this Agreement shall entitle the Senior Debt Representative or any Senior Debt Secured Party to exercise any rights of subrogation in respect thereof until the Royal Gold Obligations Payment Date. Following the Royal Gold Obligations Payment Date, the Purchaser agrees to execute such documents, agreements, and instruments as the Senior Debt Representative or any Senior Debt Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Royal Gold Obligations resulting from payments to the Purchaser by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the Purchaser are paid by such Person upon request for payment thereof.

Appears in 3 contracts

Samples: Intercreditor Agreement (Thompson Creek Metals Co Inc.), Intercreditor Agreement (Royal Gold Inc), Intercreditor Agreement (Royal Gold Inc)

Rights of Subrogation. The Term Loan RepresentativeAdministrative Agent, for and on behalf of itself and the Term Loan Secured Parties, agrees that no payment to the ABL Representative Revolving Lender or any ABL other Revolving Credit Secured Party pursuant to the provisions of this Agreement shall entitle the Term Loan Representative Administrative Agent or any other Term Loan Secured Party to exercise any rights of subrogation in respect thereof until the ABL Revolving Credit Obligations Payment Date. Following the ABL Revolving Credit Obligations Payment Date, the ABL Representative Revolving Lender agrees to execute such documents, agreements, and instruments as the Term Loan Representative Administrative Agent or any other Term Loan Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the ABL Revolving Credit Obligations resulting from payments to the ABL Representative Revolving Lender by such Person, so long as all reasonable and documented costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the ABL Representative Revolving Lender are paid by such Person upon such request for payment thereof. The ABL Representative, for and on behalf of itself and the ABL Secured Parties, Revolving Lender agrees that no payment to the Term Loan Representative Administrative Agent or any other Term Loan Secured Party pursuant to the provisions of this Agreement shall entitle the ABL Representative Revolving Lender or any ABL other Revolving Credit Secured Party to exercise any rights of subrogation in respect thereof until the Term Loan Obligations Payment Date. Following the Term Loan Obligations Payment Date, the Term Loan Representative Administrative Agent agrees to execute such documents, agreements, and instruments as the ABL Representative Revolving Lender or any ABL other Revolving Credit Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Term Loan Obligations resulting from payments to the Term Loan Representative Administrative Agent by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the Term Loan Representative Administrative Agent are paid by such Person upon request for payment thereof.

Appears in 2 contracts

Samples: Intercreditor Agreement (Vertex Energy Inc.), Intercreditor Agreement (Vertex Energy Inc.)

Rights of Subrogation. The Term Loan Representative, for and on behalf of itself and the Term Loan Secured Parties, agrees that no payment to the ABL Working Capital Representative or any ABL Working Capital Secured Party pursuant to the provisions of this Agreement shall entitle the Term Loan Representative or any Term Loan Secured Party to exercise any rights of subrogation in respect thereof until the ABL Working Capital Obligations Payment Date. Following the ABL Working Capital Obligations Payment Date, the ABL Working Capital Representative agrees to execute such documents, agreements, and instruments as the Term Loan Representative or any Term Loan Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the ABL Working Capital Obligations resulting from payments to the ABL Working Capital Representative by such Person, so long as all reasonable and documented costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the ABL Working Capital Representative are paid by such Person upon such request for payment thereof. The ABL Working Capital Representative, for and on behalf of itself and the ABL Working Capital Secured Parties, agrees that no payment to the Term Loan Representative or any Term Loan Secured Party pursuant to the provisions of this Agreement shall entitle the ABL Working Capital Representative or any ABL Working Capital Secured Party to exercise any rights of subrogation in respect thereof until the Term Loan Obligations Payment Date. Following the Term Loan Obligations Payment Date, the Term Loan Representative agrees to execute such documents, agreements, and instruments as the ABL Working Capital Representative or any ABL Working Capital Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Term Loan Obligations resulting from payments to the Term Loan Representative by such Person, so long as all reasonable and documented costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the Term Loan Representative are paid by such Person upon request for payment thereof.

Appears in 2 contracts

Samples: Intercreditor Agreement, Intercreditor Agreement (Stereotaxis, Inc.)

Rights of Subrogation. The Term Loan Each Junior Representative, for and on behalf of itself and the Term Loan respective Junior Secured Parties, agrees that no payment to the ABL Senior Representative or any ABL Secured Party pursuant to the provisions of this Agreement shall entitle the Term Loan such Junior Representative or any Term Loan respective Junior Secured Party to exercise any rights of subrogation in respect thereof until the ABL Senior Obligations Payment Date. Following the ABL Senior Obligations Payment Date, the ABL Senior Representative agrees to execute such documents, agreements, and instruments as the Term Loan such Junior Representative or any Term Loan Junior Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the ABL Senior Obligations resulting from payments to the ABL Representative by such Person, so long as all reasonable and documented costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the ABL Representative are paid by such Person upon such request for payment thereof. The ABL Representative, for and on behalf of itself and the ABL Secured Parties, agrees that no payment to the Term Loan Representative or any Term Loan Secured Party pursuant to the provisions of this Agreement shall entitle the ABL Representative or any ABL Secured Party to exercise any rights of subrogation in respect thereof until the Term Loan Obligations Payment Date. Following the Term Loan Obligations Payment Date, the Term Loan Representative agrees to execute such documents, agreements, and instruments as the ABL Representative or any ABL Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Term Loan Obligations resulting from payments to the Term Loan Senior Representative by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the Term Loan Senior Representative are paid by such Person upon request for payment thereof. The Senior Representative agrees that no payment to a Junior Representative or the respective Junior Secured Party pursuant to the provisions of this Agreement shall entitle the Senior Representative to exercise any rights of subrogation in respect thereof until the applicable Junior Obligations Payment Date. Following any Junior Obligations Payment Date, the applicable Junior Representative agrees to execute such documents, agreements, and instruments as the Senior Representative may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Junior Obligations resulting from payments to such Junior Representative by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by such Junior Representative are paid by such Person upon request for payment thereof.

Appears in 2 contracts

Samples: Intercreditor Agreement (SAExploration Holdings, Inc.), Intercreditor Agreement (SAExploration Holdings, Inc.)

Rights of Subrogation. The Term Loan Exit Convertible Notes Representative, for and on behalf of itself and the Term Loan Exit Convertible Notes Secured Parties, agrees that no payment to the ABL Representative or any ABL Secured Party pursuant to the provisions of this Agreement shall entitle the Term Loan Exit Convertible Notes Representative or any Term Loan Exit Convertible Notes Secured Party to exercise any rights of subrogation in respect thereof until the ABL Obligations Payment Date. Following the ABL Obligations Payment Date, the ABL Representative agrees to execute such documents, agreements, and instruments as the Term Loan Exit Convertible Notes Representative or any Term Loan Exit Convertible Notes Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the ABL Obligations resulting from payments to the ABL Representative by such Person, so long as all reasonable and documented costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the ABL Representative are paid by such Person the Credit Parties upon such request for payment thereof. The ABL Representative, for and on behalf of itself and the ABL Secured Parties, agrees that no payment to the Term Loan Exit Convertible Notes Representative or any Term Loan Exit Convertible Notes Secured Party pursuant to the provisions of this Agreement shall entitle the ABL Representative or any ABL Secured Party to exercise any rights of subrogation in respect thereof until the Term Loan Exit Convertible Notes Obligations Payment Date. Following the Term Loan Exit Convertible Notes Obligations Payment Date, the Term Loan Exit Convertible Notes Representative agrees to execute such documents, agreements, and instruments as the ABL Representative or any ABL Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Term Loan Exit Convertible Notes Obligations resulting from payments to the Term Loan Exit Convertible Notes Representative by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the Term Loan Exit Convertible Notes Representative are paid by such Person the Credit Parties upon request for payment thereof.

Appears in 1 contract

Samples: Intercreditor Agreement (Hi-Crush Inc.)

Rights of Subrogation. The Term Loan Debt Representative, for and on behalf of itself and the Term Loan Debt Secured Parties, agrees that no payment to the ABL Representative or any ABL Secured Party pursuant to the provisions of this Agreement shall entitle the Term Loan Debt Representative or any Term Loan Debt Secured Party to exercise any rights of subrogation in respect thereof until the ABL Obligations Payment Date. Following the ABL Obligations Payment Date, the ABL Representative agrees to execute such documents, agreements, and instruments as the Term Loan Debt Representative or any Term Loan Debt Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the ABL Obligations resulting from payments to the ABL Representative by such Person, so long as all reasonable and documented costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the ABL Representative are paid by such Person upon such request for payment thereof. The ABL Representative, for and on behalf of itself and the ABL Secured Parties, agrees that no payment to the Term Loan Debt Representative or any Term Loan Debt Secured Party pursuant to the provisions of this Agreement shall entitle the ABL Representative or any ABL Secured Party to exercise any rights of subrogation in respect thereof until the Term Loan Debt Obligations Payment Date. Following the Term Loan Debt Obligations Payment Date, the Term Loan Debt Representative agrees to execute such documents, agreements, and instruments as the ABL Representative or any ABL Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Term Loan Debt Obligations resulting from payments to the Term Loan Debt Representative by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the Term Loan Debt Representative are paid by such Person upon request for payment thereof.

Appears in 1 contract

Samples: Intercreditor Agreement (Smithfield Foods Inc)

Rights of Subrogation. The Term Loan Fixed Asset Representative, for and on behalf of itself and the Term Loan Fixed Asset Secured PartiesParties that it represents, agrees that no payment to the any ABL Representative or any ABL Secured Party pursuant to the provisions of this Agreement shall entitle the Term Loan Fixed Asset Representative or any Term Loan Fixed Asset Secured Party to exercise any rights of subrogation in respect thereof until the ABL Obligations Payment Date. Following the ABL Obligations Payment Date, the each ABL Representative agrees to execute such documents, agreements, and instruments as the Term Loan Fixed Asset Representative or any Term Loan Fixed Asset Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the ABL Obligations resulting from payments to the such ABL Representative by such Person, so long as all reasonable and documented costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the ABL Representative are paid by such Person upon such request for payment thereof. The Each ABL Representative, for and on behalf of itself and the ABL Secured PartiesParties that it represents, agrees that no payment to the Term Loan Fixed Asset Representative or any Term Loan Fixed Asset Secured Party pursuant to the provisions of this Agreement shall entitle the such ABL Representative or any ABL Secured Party to exercise any rights of subrogation in respect thereof until the Term Loan Fixed Asset Obligations Payment Date. Following the Term Loan Fixed Asset Obligations Payment Date, the Term Loan Fixed Asset Representative agrees to execute such documents, agreements, and instruments as the ABL Representative or any ABL Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Term Loan Fixed Asset Obligations resulting from payments to the Term Loan Fixed Asset Representative by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the Term Loan Fixed Asset Representative are paid by such Person upon request for payment thereof.

Appears in 1 contract

Samples: Intercreditor Agreement (Winnebago Industries Inc)

Rights of Subrogation. The Term Loan Collateral Trust Representative, for and on behalf of itself and the Term Loan Collateral Trust Secured Parties, agrees that no payment to the ABL Representative or any other ABL Secured Party pursuant to the provisions of this Agreement shall entitle the Term Loan Collateral Trust Representative or any Term Loan other Collateral Trust Secured Party to exercise any rights of subrogation in respect thereof until the ABL Obligations Payment Date. Following the ABL Obligations Payment Date, the ABL Representative agrees to execute such documents, agreements, and instruments as the Term Loan Collateral Trust Representative or any Term Loan other Collateral Trust Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the ABL Obligations resulting from payments to the ABL Representative by such Person, so long as all reasonable and documented costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the ABL Representative are paid by such Person upon such request for payment thereof. The ABL Representative, for and on behalf of itself and the other ABL Secured Parties, agrees that no payment to the Term Loan Collateral Trust Representative or any Term Loan other Collateral Trust Secured Party pursuant to the provisions of this Agreement shall entitle the ABL Representative or any other ABL Secured Party to exercise any rights of subrogation in respect thereof until the Term Loan Collateral Trust Obligations Payment Date. Following the Term Loan Collateral Trust Obligations Payment Date, the Term Loan Collateral Trust Representative agrees to execute such documents, agreements, and instruments as the ABL Representative or any other ABL Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Term Loan Collateral Trust Obligations resulting from payments to the Term Loan Collateral Trust Representative by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the Term Loan Collateral Trust Representative are paid by such Person upon request for payment thereof.

Appears in 1 contract

Samples: Intercreditor Agreement (Goodman Networks Inc)

Rights of Subrogation. The Term Loan Representative, for and on behalf of itself and the Term Loan Secured Parties, Collateral Agent agrees that no payment or distribution to the ABL Representative or any ABL Secured Party Senior Agent pursuant to the provisions of this Agreement shall entitle the Term Loan Representative Collateral Agent, the Trustee, or any Term Loan Secured Party Noteholder to exercise any rights of subrogation in respect thereof until the ABL Discharge of Credit Agreement Secured Obligations Payment Dateshall have occurred. Following the ABL Obligations Payment DateDischarge of Credit Agreement Secured Obligations, the ABL Representative Senior Agent agrees to execute such documents, agreements, and instruments as the Term Loan Representative Collateral Agent, the Trustee or any Term Loan Secured Party Noteholder may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the ABL Credit Agreement Secured Obligations resulting from payments or distributions to the ABL Representative by such Person, so long as all reasonable and documented costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the ABL Representative are paid by such Person upon such request for payment thereof. The ABL Representative, for and on behalf of itself and the ABL Secured Parties, agrees that no payment to the Term Loan Representative or any Term Loan Secured Party pursuant to the provisions of this Agreement shall entitle the ABL Representative or any ABL Secured Party to exercise any rights of subrogation in respect thereof until the Term Loan Obligations Payment Date. Following the Term Loan Obligations Payment Date, the Term Loan Representative agrees to execute such documents, agreements, and instruments as the ABL Representative or any ABL Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Term Loan Obligations resulting from payments to the Term Loan Representative Senior Agent by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the Term Loan Representative Senior Agent are paid by such Person upon request for payment thereof. Each of the Senior Agent and the Collateral Agent agrees that no payment or distribution to the XX Xxxx'x Agent pursuant to the provisions of this Agreement in respect of the XX Xxxx'x Collateral shall entitle the Senior Agent, the Senior Lenders, the Collateral Agent, the Trustee, or any Noteholder to exercise any rights of subrogation in respect thereof until the Discharge of XX Xxxx'x Credit Agreement Secured Obligations shall have occurred. Following the Discharge of XX Xxxx'x Credit Agreement Secured Obligations, the XX Xxxx'x Agent agrees to execute such documents, agreements, and instruments as the Senior Agent, the Senior Lenders, the Collateral Agent, the Trustee or any Noteholder may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the XX Xxxx'x Credit Agreement Secured Obligations resulting from payments or distributions to the XX Xxxx'x Agent by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the XX Xxxx'x Agent are paid by such Person upon request for payment thereof.

Appears in 1 contract

Samples: Intercreditor and Lien Subordination Agreement (TB Wood's INC)

Rights of Subrogation. The Term Loan Debt Representative, for and on behalf of itself and the Term Loan Debt Secured Parties, agrees that no payment to the ABL Representative or any ABL Secured Party pursuant to the provisions of this Agreement shall entitle the Term Loan Debt Representative or any Term Loan Debt Secured Party to exercise any rights of subrogation in respect thereof until the ABL Obligations Payment Date. Following the ABL Obligations Payment Date, the ABL Representative agrees to execute such documents, agreements, and instruments as the Term Loan Debt Representative or any Term Loan Debt Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the ABL Obligations resulting from payments to the ABL Representative by such Person, so long as all reasonable and documented costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the ABL Representative are paid by such Person upon such request for payment thereof. The ABL Representative, for and on behalf of itself and the ABL Secured Parties, agrees that no payment to the Term Loan Debt Representative or any Term Loan Debt Secured Party pursuant to the provisions of this Agreement shall entitle the ABL Representative or any ABL Secured Party to exercise any rights of subrogation in respect thereof until the Term Loan Debt Obligations Payment Date. Following the Term Loan Debt Obligations Payment Date, the Term Loan Debt Representative agrees to execute such documents, agreements, and instruments as the ABL Representative or any ABL Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Term Loan Debt Obligations resulting from payments to the Term Loan Debt Representative by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the Term Loan Debt Representative are paid by such Person upon request for payment thereof. No Senior Secured Parties, when dealing with and/or pursuing Enforcement Actions with respect to their respective Senior Collateral, shall have any duty or obligation or limitation on its actions to take any actions (or refrain from acting), or to act (or refrain from acting) in any particular manner, so as to preserve or protect any potential rights of subrogation of the applicable Junior Secured Parties, and without limiting the generality of the foregoing, (x) any Senior Secured Parties may release their liens on any Senior Collateral (without affecting or releasing the Junior Lien on such Collateral) (provided that nothing contained in this clause (x) shall be construed under any circumstances to limit or contradict the provisions of Sections 4.2 and 5.6) and (y) any ABL Secured Parties or Term Debt Secured Parties (as applicable) may release any Loan Party or any other Person from its obligations under any ABL Documents or Term Debt Documents (as applicable) and/or with respect to its liability for any ABL Obligations or Term Debt Obligations (as applicable), in all cases under clauses (x) and (y) without any duty or obligation to any other party to this Agreement to preserve or protect any potential rights of subrogation of such other party.

Appears in 1 contract

Samples: Credit Agreement (UniTek Global Services, Inc.)

Rights of Subrogation. The Term Loan RepresentativeNoteholder Agent, for and on behalf of itself and the Term Loan Indenture Secured Parties, agrees that no payment to the ABL Representative or any ABL Secured Party Lender pursuant to the provisions of this Agreement shall entitle the Term Loan Representative Noteholder Agent or any Term Loan Indenture Secured Party to exercise any rights of subrogation in respect thereof until the ABL Obligations Payment Date. Following the ABL Obligations Payment Date, the ABL Representative Lender agrees to execute such documents, agreements, and instruments as the Term Loan Representative Noteholder Agent or any Term Loan Indenture Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the ABL Obligations resulting from payments to the ABL Representative by such Person, so long as all reasonable and documented costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the ABL Representative are paid by such Person upon such request for payment thereof. The ABL Representative, for and on behalf of itself and the ABL Secured Parties, agrees that no payment to the Term Loan Representative or any Term Loan Secured Party pursuant to the provisions of this Agreement shall entitle the ABL Representative or any ABL Secured Party to exercise any rights of subrogation in respect thereof until the Term Loan Obligations Payment Date. Following the Term Loan Obligations Payment Date, the Term Loan Representative agrees to execute such documents, agreements, and instruments as the ABL Representative or any ABL Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Term Loan Obligations resulting from payments to the Term Loan Representative Lender by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the Term Loan Representative ABL Lender are paid by such Person upon request for payment thereof. The ABL Lender agrees that no payment to the Noteholder Agent or any Indenture Secured Party pursuant to the provisions of this Agreement shall entitle the ABL Lender to exercise any rights of subrogation in respect thereof until the Indenture Obligations Payment Date. Following the Indenture Obligations Payment Date, the Noteholder Agent agrees to execute such documents, agreements, and instruments as the ABL Lender may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Indenture Obligations resulting from payments to the Noteholder Agent by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the Noteholder Agent are paid by such Person upon request for payment thereof.

Appears in 1 contract

Samples: Intercreditor Agreement (SAExploration Holdings, Inc.)

Rights of Subrogation. The Term Loan Representative, for and on behalf of itself and the Term Loan Secured Parties, Purchaser agrees that no payment to the ABL Senior Debt Representative or any ABL Senior Debt Secured Party pursuant to the provisions of this Agreement shall entitle the Term Loan Representative or any Term Loan Secured Party Purchaser to exercise any rights of subrogation in respect thereof until the ABL Senior Debt Obligations Payment Date. Following the ABL Senior Debt Obligations Payment Date, the ABL Senior Debt Representative agrees to execute such documents, agreements, and instruments as the Term Loan Representative or any Term Loan Secured Party Purchaser may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the ABL Senior Debt Obligations resulting from payments to the ABL Representative by such Person, so long as all reasonable and documented costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the ABL Representative are paid by such Person upon such request for payment thereof. The ABL Representative, for and on behalf of itself and the ABL Secured Parties, agrees that no payment to the Term Loan Representative or any Term Loan Secured Party pursuant to the provisions of this Agreement shall entitle the ABL Representative or any ABL Secured Party to exercise any rights of subrogation in respect thereof until the Term Loan Obligations Payment Date. Following the Term Loan Obligations Payment Date, the Term Loan Representative agrees to execute such documents, agreements, and instruments as the ABL Representative or any ABL Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Term Loan Obligations resulting from payments to the Term Loan Senior Debt Representative by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the Term Loan Senior Debt Representative are paid by such Person upon request for payment thereof.. The Senior Debt Representative, for and on behalf of itself and the Senior Debt Secured Parties, agrees that no payment to the Purchaser pursuant to the provisions of this Agreement shall entitle the Senior Debt Representative or any Senior Debt Secured Party to exercise any rights of subrogation in respect thereof until the Royal Gold Obligations Payment Date. Following the Royal Gold Obligations Payment Date, the Purchaser agrees to execute such documents, agreements, and instruments as the Senior Debt Representative or any Senior Debt Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Royal Gold Obligations resulting from payments to the Purchaser by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the Purchaser are paid by such Person upon request for payment thereof. 9.2

Appears in 1 contract

Samples: Intercreditor Agreement Intercreditor Agreement

Rights of Subrogation. The Term Loan Note and Specified Hedge Representative, for and on behalf of itself and the Term Loan Note and Specified Hedge Secured Parties, agrees that no payment to the ABL Representative or any ABL Secured Party pursuant to the provisions of this Agreement shall entitle the Term Loan Note and Specified Hedge Representative or any Term Loan Note and Specified Hedge Secured Party to exercise any rights of subrogation in respect thereof until the ABL Obligations Payment Discharge Date. Following the ABL Obligations Payment Discharge Date, the ABL Representative agrees to execute such documents, agreements, and instruments as the Term Loan Note and Specified Hedge Representative or any Term Loan Note and Specified Hedge Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the ABL Obligations resulting from payments to the ABL Representative by such Person, so long as all reasonable and documented costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the ABL Representative are paid by such Person the Grantors upon such request for payment thereof. The ABL Representative, for and on behalf of itself and the ABL Secured Parties, agrees that no payment to the Term Loan Note and Specified Hedge Representative or any Term Loan Note and Specified Hedge Secured Party pursuant to the provisions of this Agreement shall entitle the ABL Representative or any ABL Secured Party to exercise any rights of subrogation in respect thereof until the Term Loan Note and Specified Hedge Obligations Payment Discharge Date. Following the Term Loan Note and Specified Hedge Obligations Payment Discharge Date, the Term Loan Note and Specified Hedge Representative agrees to execute such documents, agreements, and instruments as the ABL Representative or any ABL Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Term Loan Note and Specified Hedge Obligations resulting from payments to the Term Loan Note and Specified Hedge Representative by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the Term Loan Note and Specified Hedge Representative are paid by such Person the Grantors upon request for payment thereof.

Appears in 1 contract

Samples: Intercreditor Agreement (Northern Tier Retail LLC)

Rights of Subrogation. The [Term Loan Loan] Representative, for and on behalf of itself and the [Term Loan Loan] Secured Parties, agrees that no payment to the ABL Representative or any ABL Secured Party pursuant to the provisions of this Agreement shall entitle the [Term Loan Loan] Representative or any [Term Loan Loan] Secured Party to exercise any rights of subrogation in respect thereof until the ABL Obligations Payment Date. Following the ABL Obligations Payment Date, the ABL Representative agrees to execute such documents, agreements, and instruments as the [Term Loan Loan] Representative or any [Term Loan Loan] Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the ABL Obligations resulting from payments to the ABL Representative by such Person, so long as all reasonable and documented costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the ABL Representative are paid by such Person upon such request for payment thereof. The ABL Representative, for and on behalf of itself and the ABL Secured Parties, agrees that no payment to the [Term Loan Loan] Representative or any [Term Loan Loan] Secured Party pursuant to the provisions of this Agreement shall entitle the ABL Representative or any ABL Secured Party to exercise any rights of subrogation in respect thereof until the [Term Loan Loan] Obligations Payment Date. Following the [Term Loan Loan] Obligations Payment Date, the [Term Loan Loan] Representative agrees to execute such documents, agreements, and instruments as the ABL Representative or any ABL Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the [Term Loan Loan] Obligations resulting from payments to the [Term Loan Loan] Representative by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the [Term Loan Loan] Representative are paid by such Person upon request for payment thereof.

Appears in 1 contract

Samples: Joinder Agreement (TimkenSteel Corp)

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Rights of Subrogation. The Term Loan Representative, for and on behalf of itself and the Term Loan Secured Parties, agrees that no payment to the ABL Representative or any ABL Secured Party pursuant to the provisions of this Agreement shall entitle the Term Loan Representative or any Term Loan Secured Party to exercise any rights of subrogation in respect thereof until the ABL Priority Obligations Payment Date. Following the ABL Priority Obligations Payment Date, the ABL Representative agrees to execute such documents, agreements, and instruments as the Term Loan Representative or any Term Loan Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the ABL Obligations resulting from payments to the ABL Representative by such Person, so long as all reasonable and documented costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the ABL Representative are paid by such Person upon such request for payment thereof. The ABL Representative, for and on behalf of itself and the ABL Secured Parties, agrees that no payment to the Term Loan Representative or any Term Loan Secured Party pursuant to the provisions of this Agreement shall entitle the ABL Representative or any ABL Secured Party to exercise any rights of subrogation in respect thereof until the Term Loan Priority Obligations Payment Date. Following the Term Loan Priority Obligations Payment Date, the Term Loan Representative agrees to execute such documents, agreements, and instruments as the ABL Representative or any ABL Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Term Loan Obligations resulting from payments to the Term Loan Representative by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the Term Loan Representative are paid by such Person upon request for payment thereof.

Appears in 1 contract

Samples: Intercreditor Agreement (SMG Industries Inc.)

Rights of Subrogation. The Term Loan Representative, for and on behalf of itself and the Term Loan Secured Parties, Purchaser agrees that no payment to the ABL Senior Debt Representative or any ABL Senior Debt Secured Party pursuant to the provisions of this Agreement shall entitle the Term Loan Representative or any Term Loan Secured Party Purchaser to exercise any rights of subrogation in respect thereof until the ABL Senior Debt Obligations Payment Date. Following the ABL Senior Debt Obligations Payment Date, the ABL Senior Debt Representative agrees to execute such documents, agreements, and instruments as the Term Loan Representative or any Term Loan Secured Party Purchaser may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the ABL Senior Debt Obligations resulting from payments to the ABL Representative by such Person, so long as all reasonable and documented costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the ABL Representative are paid by such Person upon such request for payment thereof. The ABL Representative, for and on behalf of itself and the ABL Secured Parties, agrees that no payment to the Term Loan Representative or any Term Loan Secured Party pursuant to the provisions of this Agreement shall entitle the ABL Representative or any ABL Secured Party to exercise any rights of subrogation in respect thereof until the Term Loan Obligations Payment Date. Following the Term Loan Obligations Payment Date, the Term Loan Representative agrees to execute such documents, agreements, and instruments as the ABL Representative or any ABL Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Term Loan Obligations resulting from payments to the Term Loan Senior Debt Representative by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the Term Loan Senior Debt Representative are paid by such Person upon request for payment thereof.. The Senior Debt Representative, for and on behalf of itself and the Senior Debt Secured Parties, agrees that no payment to the Purchaser pursuant to the provisions of this Agreement shall entitle the Senior Debt Representative or any Senior Debt Secured Party to exercise any rights of subrogation in respect thereof until the Royal Gold Obligations Payment Date. Following the Royal Gold Obligations Payment Date, the Purchaser agrees to execute such documents, agreements, and instruments as the Senior Debt Representative or any Senior Debt Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Royal Gold Obligations resulting from payments to the Purchaser by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the Purchaser are paid by such Person upon request for payment thereof

Appears in 1 contract

Samples: Intercreditor Agreement (Royal Gold Inc)

Rights of Subrogation. The Each Term Loan Representative, for and on behalf of itself and the Term Loan Secured PartiesParties that it represents, agrees that no payment to the ABL Representative or any ABL Secured Party pursuant to the provisions of this Agreement shall entitle the any Term Loan Representative or any Term Loan Secured Party to exercise any rights of subrogation in respect thereof until the ABL Obligations Payment Date. Following the ABL Obligations Payment Date, the ABL Representative agrees to execute such documents, agreements, and instruments as the any Term Loan Representative or any Term Loan Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the ABL Obligations resulting from payments to the ABL Representative by such Person, so long as all reasonable and documented costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the ABL Representative are paid by such Person upon such request for payment thereof. The ABL Representative, for and on behalf of itself and the ABL Secured Parties, agrees that no payment to the any Term Loan Representative or any Term Loan Secured Party pursuant to the provisions of this Agreement shall entitle the ABL Representative or any ABL Secured Party to exercise any rights of subrogation in respect thereof until the Term Loan Obligations Payment Date. Following the Term Loan Obligations Payment Date, the each Term Loan Representative agrees to execute such documents, agreements, and instruments as the ABL Representative or any ABL Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the relevant Term Loan Obligations resulting from payments to the such Term Loan Representative by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the such Term Loan Representative are paid by such Person upon request for payment thereof.

Appears in 1 contract

Samples: Intercreditor Agreement (Franchise Group, Inc.)

Rights of Subrogation. The Term Loan Representative, for and on behalf of itself and the Term Loan Secured Parties, agrees that no payment to the ABL Representative or any ABL Secured Party in respect of Common Collateral pursuant to the provisions of this Agreement shall entitle the Term Loan Representative or any Term Loan Secured Party to exercise any rights of subrogation in respect thereof until the ABL Obligations Payment Date. Following the ABL Obligations Payment Date, the ABL Representative agrees to execute such documents, agreements, and instruments as the Term Loan Representative or any Term Loan Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the ABL Obligations resulting from payments to the ABL Representative by such Person, so long as all reasonable and documented costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the ABL Representative are paid by such Person upon such request for payment thereof. The ABL Representative, for and on behalf of itself and the ABL Secured Parties, agrees that no payment to the Term Loan Representative or any Term Loan Secured Party in respect of Term Loan Collateral pursuant to the provisions of this Agreement shall entitle the ABL Representative or any ABL Secured Party to exercise any rights of subrogation in respect thereof until the Term Loan Obligations Payment Date. Following the Term Loan Obligations Payment Date, the Term Loan Representative agrees to execute such documents, agreements, and instruments as the ABL Representative or any ABL Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Term Loan Obligations resulting from payments to the Term Loan Representative by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the Term Loan Representative are paid by such Person upon request for payment thereof.

Appears in 1 contract

Samples: Intercreditor Agreement (Basic Energy Services Inc)

Rights of Subrogation. The Term Loan Non-ABL Representative, for and on behalf of itself and the Term Loan Non-ABL Secured Parties, agrees that no payment to the ABL Representative or any ABL Secured Party pursuant to the provisions of this Agreement shall entitle the Term Loan Non-ABL Representative or any Term Loan Non-ABL Secured Party to exercise any rights of subrogation in respect thereof until the ABL Obligations Payment Date. Following the ABL Obligations Payment Date, the ABL Representative agrees to execute such documents, agreements, and instruments as the Term Loan Non-ABL Representative or any Term Loan Non-ABL Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the ABL Obligations resulting from payments to the ABL Representative by such Person, so long as all reasonable and documented costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the ABL Representative are paid by such Person upon such request for payment thereof. The ABL Representative, for and on behalf of itself and the ABL Secured Parties, agrees that no payment to the Term Loan Non-ABL Representative or any Term Loan Non-ABL Secured Party pursuant to the provisions of this Agreement shall entitle the ABL Representative or any ABL Secured Party to exercise any rights of subrogation in respect thereof until the Term Loan Non-ABL Obligations Payment Date. Following the Term Loan Non-ABL Obligations Payment Date, the Term Loan Non-ABL Representative agrees to execute such documents, agreements, and instruments as the ABL Representative or any ABL Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Term Loan Non-ABL Obligations resulting from payments to the Term Loan Non-ABL Representative by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the Term Loan Non-ABL Representative are paid by such Person upon request for payment thereof.

Appears in 1 contract

Samples: Abl Credit Agreement (Clearwater Paper Corp)

Rights of Subrogation. The Each of the First Lien Term Loan RepresentativeAgent, for and on behalf of itself and the First Lien Term Loan Lenders, and the First Lien Notes Agent, on behalf of itself, the First Lien Notes Secured Parties, and the Future Term Loan/Notes Indebtedness Secured Parties, agrees that no payment to the ABL Representative Agent or any ABL Secured Party Lender pursuant to the provisions of this Agreement shall entitle the any Term Loan Representative Loan/Notes Agent, any First Lien Term Lender, any First Lien Notes Secured Party, or any Future Term Loan Loan/Notes Indebtedness Secured Party to exercise any rights of subrogation in respect thereof until the Discharge of ABL Obligations Payment Dateshall have occurred. Following the Discharge of ABL Obligations Payment DateObligations, the ABL Representative Agent agrees to execute such documents, agreements, and instruments as the First Lien Term Loan Representative Agent, the First Lien Notes Agent, any First Lien Term Lender, any First Lien Notes Secured Party, or any Future Term Loan Loan/Notes Indebtedness Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the ABL Obligations resulting from payments to the ABL Representative by such Person, so long as all reasonable and documented costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the ABL Representative are paid by such Person upon such request for payment thereof. The ABL Representative, for and on behalf of itself and the ABL Secured Parties, agrees that no payment to the Term Loan Representative or any Term Loan Secured Party pursuant to the provisions of this Agreement shall entitle the ABL Representative or any ABL Secured Party to exercise any rights of subrogation in respect thereof until the Term Loan Obligations Payment Date. Following the Term Loan Obligations Payment Date, the Term Loan Representative agrees to execute such documents, agreements, and instruments as the ABL Representative or any ABL Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Term Loan Obligations resulting from payments to the Term Loan Representative Agent by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the Term Loan Representative ABL Agent are paid by the Credit Parties or such Person upon request for payment thereof. The ABL Agent, for and on behalf of itself and the ABL Lenders, agrees that no payment to any Term Loan/Notes Agent, any First Lien Term Lender, any First Lien Notes Secured Party, or any Future Term Loan/Notes Indebtedness Secured Party pursuant to the provisions of this Agreement shall entitle the ABL Agent or any ABL Lender to exercise any rights of subrogation in respect thereof until the Discharge of Term Loan/Notes Obligations shall have occurred. Following the Discharge of Term Loan/Notes Obligations, each Term Loan/Notes Agent agrees to execute such documents, agreements, and instruments as the ABL Agent or any ABL Lender may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Term Loan/Notes Obligations resulting from payments to any Term Loan/Notes Agent by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by any Term Loan/Notes Agent are paid by the Credit Parties or such Person upon request for payment thereof.

Appears in 1 contract

Samples: Intercreditor Agreement (Burlington Stores, Inc.)

Rights of Subrogation. The Term Loan Notes Representative, for and on behalf of itself and the Term Loan Notes Secured Parties, agrees that no payment to the ABL Factoring Representative or any ABL Factoring Secured Party pursuant to the provisions of this Agreement shall entitle the Term Loan Notes Representative or any Term Loan Notes Secured Party to exercise any rights of subrogation in respect thereof until the ABL Factoring Obligations Payment Date. Following ; provided, that notwithstanding anything to the ABL Obligations Payment Datecontrary contained in this Agreement, the ABL Notes Representative and the Notes Secured Parties shall be permitted to take any such actions, or shall not be required to refrain from any such actions, as applicable, after the passage of the Notes Priority Standstill Period. The Factoring Representative agrees to execute such documents, agreements, and instruments as the Term Loan Notes Representative or any Term Loan Notes Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the ABL Factoring Obligations resulting from payments to the ABL Factoring Representative by such Person, so long as all reasonable and documented costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the ABL Factoring Representative are paid by such Person upon such request for payment thereof. The ABL Factoring Representative, for and on behalf of itself and the ABL Factoring Secured Parties, agrees that no payment to the Term Loan Notes Representative or any Term Loan Notes Secured Party pursuant to the provisions of this Agreement shall entitle the ABL Factoring Representative or any ABL Factoring Secured Party to exercise any rights of subrogation in respect thereof until the Term Loan Notes Obligations Payment Date. Following the Term Loan Notes Obligations Payment Date, the Term Loan Notes Representative agrees to execute such documents, agreements, and instruments as the ABL Factoring Representative or any ABL Factoring Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Term Loan Notes Obligations resulting from payments to the Term Loan Notes Representative by such Person, so long as all reasonable costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the Term Loan Notes Representative are paid by such Person upon request for payment thereof.

Appears in 1 contract

Samples: Securities Purchase Agreement (MusclePharm Corp)

Rights of Subrogation. The Term Loan Representative2025 Notes Agent, for and on behalf of itself and the Term Loan Secured Parties2025 Notes Creditors, agrees that no payment by the 2025 Notes Agent or any such 2025 Notes Creditor to the ABL Representative Agent or any ABL Secured Party Lender pursuant to the provisions of this Agreement shall entitle the Term Loan Representative 2025 Notes Agent or any Term Loan Secured Party such 2025 Notes Creditor to exercise any rights of subrogation in respect thereof until the Discharge of ABL Obligations Payment Dateshall have occurred. Following the Discharge of ABL Obligations Payment DateObligations, the ABL Representative Agent agrees to execute such documents, agreements, and instruments as the Term Loan Representative 2025 Notes Agent or any Term Loan Secured Party 2025 Notes Creditor may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the ABL Obligations resulting from payments to the ABL Representative by such Person, so long as all reasonable and documented costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the ABL Representative are paid by such Person upon such request for payment thereof. The ABL Representative, for and on behalf of itself and the ABL Secured Parties, agrees that no payment to the Term Loan Representative or any Term Loan Secured Party pursuant to the provisions of this Agreement shall entitle the ABL Representative or any ABL Secured Party to exercise any rights of subrogation in respect thereof until the Term Loan Obligations Payment Date. Following the Term Loan Obligations Payment Date, the Term Loan Representative agrees to execute such documents, agreements, and instruments as the ABL Representative or any ABL Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Term Loan Obligations resulting from payments to the Term Loan Representative Agent by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the Term Loan Representative ABL Agent are paid by such Person upon request for payment thereof.. The ABL Agent, for and on behalf of itself and the ABL Lenders, agrees that no payment by the ABL Agent or any ABL Lender to the 2025 Notes Agent or any 2025 Notes Creditor pursuant to the provisions of this Agreement shall entitle the ABL Agent or any ABL Lender to exercise any rights of subrogation in respect thereof until the Discharge of 2025 Notes Obligations shall have occurred. Following the Discharge of 2025 Notes Obligations, the 2025 Notes Agent agrees to execute such documents, agreements, and instruments as the ABL Agent or any ABL Lender may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the 2025 Notes Obligations resulting from payments to the 2025 Notes Agent by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the 2025 Notes Agent are paid by such Person upon request for payment thereof. Any Additional Agent, for and on behalf of itself and any Additional Creditors represented thereby, agrees that no payment by such Additional Agent or any such Additional Creditor to the ABL Agent or any ABL Lender pursuant to the provisions of this Agreement shall entitle such Additional Agent or any such Additional Creditor to exercise any rights of subrogation in respect thereof until the Discharge of ABL Obligations shall have occurred. Following the Discharge of ABL Obligations, the ABL Agent agrees to execute such documents, agreements, and instruments as such Additional Agent or any such Additional Creditor may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the ABL Obligations resulting from payments to the ABL Agent by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the ABL Agent are paid by such Person upon request for payment thereof. The ABL Agent, for and on behalf of itself and the ABL Lenders, agrees that no payment by the ABL Agent or any ABL Lender to any Additional Agent or any Additional Creditor represented thereby pursuant to the provisions of this Agreement shall entitle the ABL Agent or any ABL Lender to exercise any rights of subrogation in respect thereof until the Discharge of Additional Obligations shall have occurred. Following the Discharge of Additional Obligations, such Additional Agent agrees to execute such documents, agreements, and instruments as the ABL Agent or any ABL Lender may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the applicable Additional Obligations resulting from payments to such Additional Agent by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by such Additional Agent are paid by such Person upon request for payment thereof

Appears in 1 contract

Samples: Intercreditor Agreement (L Brands, Inc.)

Rights of Subrogation. The Term Loan Each Junior Representative, for and on behalf of itself and the Term Loan respective Junior Secured Parties, agrees that no payment to the ABL any Senior Representative or any ABL Secured Party pursuant to the provisions of this Agreement shall entitle the Term Loan such Junior Representative or any Term Loan respective Junior Secured Party to exercise any rights of subrogation in respect thereof until the ABL Senior Obligations Payment Date. Following the ABL Senior Obligations Payment Date, the ABL each applicable Senior Representative agrees to execute such documents, agreements, and instruments as the Term Loan such Junior Representative or any Term Loan Junior Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the ABL Senior Obligations resulting from payments to the ABL Representative by such Person, so long as all reasonable and documented costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the ABL Representative are paid by such Person upon such request for payment thereof. The ABL Representative, for and on behalf of itself and the ABL Secured Parties, agrees that no payment to the Term Loan Representative or any Term Loan Secured Party pursuant to the provisions of this Agreement shall entitle the ABL Representative or any ABL Secured Party to exercise any rights of subrogation in respect thereof until the Term Loan Obligations Payment Date. Following the Term Loan Obligations Payment Date, the Term Loan Representative agrees to execute such documents, agreements, and instruments as the ABL Representative or any ABL Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Term Loan Obligations resulting from payments to the Term Loan Senior Representative by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the Term Loan such Senior Representative are paid by the Loan Parties upon request for payment thereof. Each Senior Representative agrees that no payment to a Junior Representative or the respective Junior Secured Party pursuant to the provisions of this Agreement shall entitle such Senior Representative to exercise any rights of subrogation in respect thereof until the applicable Junior Obligations Payment Date. Following any Junior Obligations Payment Date, the applicable Junior Representative agrees to execute such documents, agreements, and instruments as any applicable Senior Representative may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Junior Obligations resulting from payments to such Junior Representative by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by such Junior Representative are paid by the Loan Parties upon request for payment thereof.

Appears in 1 contract

Samples: Intercreditor Agreement (SAExploration Holdings, Inc.)

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