Common use of Contribution and Subrogation Clause in Contracts

Contribution and Subrogation. Each Subsidiary Party (a “Contributing Party”) agrees (subject to Section 4.03) that, in the event assets of any other Subsidiary Party shall be sold pursuant to any Collateral Document to satisfy any Obligation owed to any Secured Party and such other Subsidiary Party (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 4.01, 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 Grantors on the date hereof (or, in the case of any Grantor becoming a party hereto pursuant to Section 5.14, the date of the Intellectual Property Security Agreement Supplement executed and delivered by such Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 4.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment.

Contribution and Subrogation. Each Subsidiary Party Grantor (a “Contributing Party”) agrees (subject to Section 4.035.03) that, in the event assets of any other Subsidiary Party Grantor shall be sold pursuant to any Collateral Notes Document to satisfy any Obligation owed to any Secured Party and such other Subsidiary Party Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower Issuer as provided in Section 4.015.01, 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 Grantors on the date hereof (or, in the case of any Grantor becoming a party hereto pursuant to Section 5.146.14, the date of the Intellectual Property 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 4.02 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 Party Grantor (a “Contributing Party”) agrees (subject to Section 4.035.03) that, in the event assets of any other Subsidiary Party Grantor shall be sold pursuant to any Collateral Security Document to satisfy any Obligation owed to any Secured Party Party, and such other Subsidiary Party Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower Company as provided in Section 4.015.01, 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 Grantors 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 5.147.14, the date of the 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 4.02 5.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment.

Contribution and Subrogation. Each Subsidiary Party Grantor (a “Contributing Party”) agrees (subject to Section 4.03) that, in the event assets of any other Subsidiary Party Grantor shall be sold pursuant to any Collateral Document relating to the Notes to satisfy any Obligation owed to any Secured Party Party, and such other Subsidiary Party Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower Issuer as provided in Section 4.01, 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 Grantors 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 5.14, the date of the Intellectual Property Security Agreement Supplement executed and delivered by such Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 4.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment.

Contribution and Subrogation. Each Subsidiary Party Grantor (a “Contributing Party”) agrees (subject to Section 4.035.03) that, in the event assets of any other Subsidiary Party Grantor shall be sold pursuant to any Collateral Document to satisfy any Secured Obligation owed to any Secured Party Party, and such other Subsidiary Party Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 4.015.01, 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 Grantors 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 5.146.15, the date of the 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 4.02 5.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment.

Contribution and Subrogation. Each Subsidiary Party Grantor (a “Contributing Party”) agrees (subject to Section 4.035.03) that, in the event assets of any other Subsidiary Party Grantor shall be sold pursuant to any Collateral Document to satisfy any Obligation owed to any Secured Party Party, and such other Subsidiary Party Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 4.015.01, 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 Grantors 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 5.146.14, the date of the 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 4.02 5.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment.

Contribution and Subrogation. Each Subsidiary Party Grantor (a “Contributing Party”) agrees (subject to Section 4.035.03) that, in the event assets of any other Subsidiary Party Grantor shall be sold pursuant to any Collateral Document relating to the Notes to satisfy any Secured Obligation owed to any Secured Party Party, and such other Subsidiary Party Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower Issuer as provided in Section 4.015.01, 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 Grantors 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 5.146.14, the date of the 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 4.02 5.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment.

Contribution and Subrogation. Each Subsidiary Party (a “Contributing Party”) agrees (subject to Section 4.035.03) that, in the event assets of any other Subsidiary Party shall be sold pursuant to any Collateral Document to satisfy any Secured Obligation owed to any Secured Party and such other Subsidiary Party (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 4.015.01, 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 Grantors 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 5.146.14, the date of the 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 4.02 5.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment.

Contribution and Subrogation. Each Subsidiary Party Grantor (a “Contributing Party”) agrees (subject to Section 4.035.03) that, in the event assets of any other Subsidiary Party Grantor shall be sold pursuant to any Collateral Security Document to satisfy any Obligation owed to any Secured Party Party, and such other Subsidiary Party Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower Company as provided in Section 4.015.01, 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 Grantors 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 5.146.14, the date of the 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 4.02 5.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment.

Contribution and Subrogation. Each Subsidiary Party Grantor (a “Contributing Party”) agrees (subject to Section 4.03) that, in the event assets of any other Subsidiary Party Grantor shall be sold pursuant to any Collateral Document to satisfy any Obligation owed to any Secured Party Party, and such other Subsidiary Party Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower Borrowers as provided in Section 4.01, 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 Grantors 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 5.14, the date of the 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 4.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment.

Contribution and Subrogation. Each Subsidiary Party Grantor (a “Contributing Party”) agrees (subject to Section 4.03) that, in the event assets of any other Subsidiary Party Grantor shall be sold pursuant to any Collateral Document relating to the Notes to satisfy any Secured Obligation owed to any Secured Party Party, and such other Subsidiary Party Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower Issuer as provided in Section 4.01, 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 Grantors 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 5.14, the date of the Intellectual Property Security Agreement Supplement executed and delivered by such Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 4.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment.

Contribution and Subrogation. Each Subsidiary Party Grantor (a “Contributing Party”) agrees (subject to Section 4.035.03) that, in the event assets of any other Subsidiary Party Grantor shall be sold pursuant to any Collateral Document to satisfy any Obligation owed to any Secured Party Party, and such other Subsidiary Party Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 4.015.01, 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 Grantors 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 5.146.15, the date of the 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 4.02 5.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment.

Contribution and Subrogation. Each Subsidiary Party (a “Contributing Party”) agrees (subject to Section 4.035.03) that, in the event assets of any other Subsidiary Party shall be sold pursuant to any Collateral Document to satisfy any Obligation owed to any Secured Party Party, and such other Subsidiary Party (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 4.015.01, 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 Grantors 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 5.146.14, the date of the 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 4.02 5.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment.

Contribution and Subrogation. Each Subsidiary Party (a “Contributing Party”) agrees (subject to Section 4.035.03) that, in the event assets of any other Subsidiary Party shall be sold pursuant to any Collateral Security Document to satisfy any Obligation owed to any Secured Party and such other Subsidiary Party (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 4.015.01, 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 Grantors 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 5.146.14, the date of the 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 4.02 5.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment.

Contribution and Subrogation. Each Subsidiary Party (a “Contributing Party”) agrees (subject to Section 4.03) that, in the event assets of any other Subsidiary Party shall be sold pursuant to any Collateral Document to satisfy any Obligation owed to any Secured Party Party, and such other Subsidiary Party (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 4.01, 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 Grantors 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 5.14, the date of the Intellectual Property Security Agreement Supplement executed and delivered by such Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 4.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment.

Contribution and Subrogation. Each Subsidiary Party (a “Contributing Party”) agrees (subject to Section 4.036.03) that, in the event assets of any other Subsidiary Party shall be sold pursuant to any Collateral Document to satisfy any Obligation owed to any Secured Party and such other Subsidiary Party (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 4.016.01, 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 Grantors 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 5.147.14, the date of the 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 4.02 6.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment.

Contribution and Subrogation. Each Subsidiary Party (a “Contributing Party”) agrees (subject to Section 4.034.03 hereof) that, in the event assets of any other Subsidiary Party shall be sold pursuant to any Collateral Security Document to satisfy any Obligation owed to any Secured Party and such other Subsidiary Party (the “Claiming Party”) shall not have been fully indemnified by the Borrower Company as provided in Section 4.01, 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 Grantors on the date hereof (or, in the case of any Grantor becoming a party hereto pursuant to Section 5.145.14 hereof, the date of the Intellectual Property Security Agreement Supplement executed and delivered by such Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 4.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment.

Contribution and Subrogation. Each Subsidiary Party Grantor (a “Contributing Party”) agrees (subject to Section 4.035.03) that, in the event assets of any other Subsidiary Party Grantor shall be sold pursuant to any Collateral Security Document to satisfy any Obligation owed to any Secured Party Party, and such other Subsidiary Party Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower Company as provided in Section 4.015.01, 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 Grantors 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 5.146.15, the date of the 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 4.02 5.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment.

Contribution and Subrogation. Each Subsidiary Party (a “Contributing Party”) agrees (subject to Section 4.03) that, in the event assets of any other Subsidiary Party shall be sold pursuant to any Collateral Document to satisfy any Obligation owed to any Secured Party and such other Subsidiary Party (the “Claiming Party”) shall not have been fully indemnified by the relevant Borrower as provided in Section 4.01, 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 Grantors on the date hereof (or, in the case of any Grantor becoming a party hereto pursuant to Section 5.14, the date of the Intellectual Property Security Agreement Supplement executed and delivered by such Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 4.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment.

Contribution and Subrogation. Each Subsidiary Party Grantor (a “Contributing Party”) agrees (subject to Section 4.035.03) that, in the event assets of any other Subsidiary Party Grantor shall be sold pursuant to any Collateral Document to satisfy any Obligation owed to any Secured Party Party, and such other Subsidiary Party Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 4.015.01, 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 Grantors 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 5.146.14, the date of the Intellectual Property Security Agreement Supplement executed and delivered by such Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 4.02 5.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment.