Common use of Contribution and Subrogation Clause in Contracts

Contribution and Subrogation. Each Grantor other than the U.S. Borrower (a “Contributing Party”) agrees (subject to Section 4.03) that, in the event assets of any other Grantor other than the U.S. Borrower shall be sold pursuant to any Collateral Document to satisfy any Obligation owed to any Secured Party and such other Grantors (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 Grantor other than the U.S. Borrower Subsidiary Party (a “Contributing Party”) agrees (subject to Section 4.035.03) that, in the event assets of any other Grantor other than the U.S. Borrower Subsidiary Party shall be sold pursuant to any Collateral Document to satisfy any Obligation owed to any Secured Party Party, and such other Grantors Subsidiary Party (the “Claiming Party”) shall not have been fully indemnified by the relevant 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 Grantor other than the U.S. Borrower (a “Contributing Party”) agrees (subject to Section 4.035.03) that, in the event any assets of any other Grantor other than the U.S. Borrower shall be sold pursuant to any Collateral Security Document to satisfy any Secured Obligation owed to any Secured Party and such other Grantors Grantor (the “Claiming Party”) shall not have been fully indemnified by the relevant 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 assets multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof November 7, 2008, and the denominator shall be the aggregate net worth of all the Grantors on the date hereof November 7, 2008 (or, in the case of any Grantor becoming a party hereto after November 7, 2008, pursuant to Section 5.147.14, 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 Grantor other than the U.S. Borrower (a “Contributing Party”) agrees (subject to Section 4.035.03) that, in the event assets of any other Grantor other than the U.S. Borrower shall be sold pursuant to any Collateral Document to satisfy any Secured Obligation owed to any Secured Party and such other Grantors Grantor (the “Claiming Party”) shall not have been fully indemnified by the relevant U.S. 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 Grantor other than the U.S. Borrower Subsidiary Party (a “Contributing Party”) agrees (subject to Section 4.035.03) that, in the event assets of any other Grantor other than the U.S. Borrower Subsidiary Party shall be sold pursuant to any Collateral Document to satisfy any Secured Obligation owed to any Secured Party and such other Grantors Subsidiary Party (the “Claiming Party”) shall not have been fully indemnified by the relevant 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 Grantor other than the U.S. Borrower (a “Contributing Party”) agrees (subject to Section 4.03) that, in the event assets of any other Grantor other than the U.S. Borrower shall be sold pursuant to any Collateral Document to satisfy any Obligation owed to any Secured Party Party, and such other Grantors Grantor (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 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 Grantor other than the U.S. Borrower (a “Contributing Party”) agrees (subject to Section 4.035.03) that, in the event assets of any other Grantor other than the U.S. Borrower 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 Grantors Grantor (the “Claiming Party”) shall not have been fully indemnified by the relevant 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 Grantor other than the U.S. Borrower (a “Contributing Party”) agrees (subject to Section 4.035.03) that, in the event assets of any other Grantor other than the U.S. Borrower shall be sold pursuant to any Collateral Document to satisfy any Obligation owed to any Secured Party Party, and such other Grantors Grantor (the “Claiming Party”) shall not have been fully indemnified by the relevant Parent 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 5.146.13, 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 Grantor other than the U.S. Borrower Subsidiary Party (a “Contributing Party”) agrees (subject to Section 4.035.03 hereof) that, in the event assets of any other Grantor other than the U.S. Borrower Subsidiary Party shall be sold pursuant to any Collateral Security Document to satisfy any Secured Obligation owed to any Secured Party and such other Grantors Subsidiary Party (the “Claiming Party”) shall not have been fully indemnified by the relevant Borrower Company as provided in Section 4.015.01 hereof, the Contributing Party shall indemnify the Claiming Party in an amount equal to the greater of the book value or the fair market value of such assets, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the 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 hereof, 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 Grantor other than the U.S. Borrower (a “Contributing Party”) agrees (subject to Section 4.035.03) that, in the event assets of any other Grantor other than the U.S. Borrower shall be sold pursuant to any Collateral Security Document to satisfy any Obligation owed to any Secured Party and such other Grantors Grantor (the “Claiming Party”) shall not have been fully indemnified by the relevant Borrower 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 Grantor (other than the U.S. Borrower Borrower) (a “Contributing PartyGrantor”) agrees (subject to Section 4.035.03) that, in the event assets of any other Grantor (other than the U.S. Borrower Borrower) shall be sold pursuant to any Collateral Security Document to satisfy any Obligation owed to any Secured Party Party, and such other Grantors Grantor (the “Claiming PartyGrantor”) shall not have been fully indemnified by the relevant Borrower as provided in Section 4.015.01, the Contributing Party Grantor shall indemnify the Claiming Party Grantor in an amount equal to the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party Grantor on the date hereof and the denominator shall be the aggregate net worth of all the Grantors (other than the Borrower) on the date hereof (or, in the case of any Subsidiary Grantor becoming a party hereto pursuant to Section 5.146.16, the date of the Intellectual Property Security Agreement Supplement supplement hereto executed and delivered by such Subsidiary Grantor). Any Contributing Party Grantor making any payment to a Claiming Party Grantor pursuant to this Section 4.02 5.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party Grantor under Section 5.01 to the extent of such payment.

Contribution and Subrogation. Each Subsidiary Grantor other than the U.S. Borrower (a “Contributing Party”) agrees (subject to Section 4.035.03) that, in the event assets of any other Subsidiary Grantor other than the U.S. Borrower shall be sold pursuant to any Collateral Document this Agreement to satisfy any Secured Obligation owed to any Secured Party and such other Grantors Subsidiary Grantor (the “Claiming Party”) shall not have been fully indemnified by the relevant 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 5.146.13, the date of the Intellectual Property Security Pledge Agreement Supplement hereto executed and delivered by such Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 4.02 5.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment.

Contribution and Subrogation. Each Grantor other than the U.S. Borrower (a “Contributing Party”) agrees (subject to Section 4.035.03) that, in the event assets of any other Grantor other than the U.S. Borrower shall be sold pursuant to any Collateral Document to satisfy any Obligation owed to any Secured Party Party, and such other Grantors Grantor (the “Claiming Party”) shall not have been fully indemnified by the relevant Borrower Borrowers 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 5.146.13, 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 Grantor other than the U.S. Borrower (a “Contributing Party”) agrees (subject to Section 4.03) that, in the event assets of any other Grantor other than the U.S. Borrower shall be sold pursuant to any Collateral Document to satisfy any Obligation owed to any Secured Party Party, and such other Grantors Grantor (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 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 Restricted Subsidiary 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 Grantor other than the U.S. Borrower (each, a “Contributing Party”) agrees (subject to Section 4.03) that, in the event a payment shall be made by any other Grantor hereunder in respect of any Obligation, or assets of any other Grantor other than the U.S. Borrower shall be sold pursuant to any Collateral Security Document to satisfy any Obligation owed to any Secured Party Party, and such other Grantors Grantor (the “Claiming Party”) shall not have been fully indemnified by the relevant Borrower Borrowers and the Issuers as provided in Section 4.012.10, the Contributing Party shall indemnify the Claiming Party in an amount equal to (i) the amount of such payment or (ii) the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Grantors on the date hereof (or, in the case of any Grantor becoming a party hereto pursuant to Section 5.14hereto, the date of the Intellectual Property Security Agreement Supplement executed and delivered by such GrantorGrantor became a party hereto). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 4.02 2.11 shall be subrogated to the rights of such Claiming Party under Section 2.11 to the extent of such payment.

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

Contribution and Subrogation. Each Grantor other than the U.S. Borrower (a “"Contributing Party”") agrees (subject to Section 4.035.03) that, in the event any assets of any other Grantor other than the U.S. Borrower shall be sold pursuant to any Collateral Security Document to satisfy any Secured Obligation owed to any Secured Party the Lender and such other Grantors Grantor (the “"Claiming Party”") shall not have been fully indemnified by the relevant 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 assets multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Grantors 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 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.