Common use of Rights of Subrogation Clause in Contracts

Rights of Subrogation. The Purchaser agrees that no payment to the Senior Debt Representative or any Senior Debt Secured Party pursuant to the provisions of this Agreement shall entitle the Purchaser to exercise any rights of subrogation in respect thereof until the Senior Debt Obligations Payment Date. Following the Senior Debt Obligations Payment Date, the Senior Debt Representative agrees to execute such documents, agreements, and instruments as the Purchaser may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Senior Debt Obligations resulting from payments to the 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 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)

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Rights of Subrogation. The Purchaser Term Loan Representative, for and on behalf of itself and the Term Loan Secured Parties, agrees that no payment to the Senior Debt ABL Representative or any Senior Debt ABL Secured Party pursuant to the provisions of this Agreement shall entitle the Purchaser Term Loan Representative or any Term Loan Secured Party to exercise any rights of subrogation in respect thereof until the Senior Debt ABL Obligations Payment Date. Following the Senior Debt ABL Obligations Payment Date, the Senior Debt ABL Representative agrees to execute such documents, agreements, and instruments as the Purchaser 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 Senior Debt ABL Obligations resulting from payments to the Senior Debt 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 Senior Debt Term Loan 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: Senior Secured Credit Agreement (Lifetime Brands, Inc), Senior Secured Credit Agreement (Lifetime Brands, Inc), Credit Agreement (Lifetime Brands, Inc)

Rights of Subrogation. The Purchaser Term Loan Representative, for and on behalf of itself and the Term Loan Secured Parties, agrees that no payment to the Senior Debt Working Capital Representative or any Senior Debt Working Capital Secured Party pursuant to the provisions of this Agreement shall entitle the Purchaser Term Loan Representative or any Term Loan Secured Party to exercise any rights of subrogation in respect thereof until the Senior Debt Working Capital Obligations Payment Date. Following the Senior Debt Working Capital Obligations Payment Date, the Senior Debt Working Capital Representative agrees to execute such documents, agreements, and instruments as the Purchaser may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Senior Debt Obligations resulting from payments to the 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 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 Term Loan 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 Term Loan Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Royal Gold Working Capital Obligations resulting from payments to the Purchaser 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 Purchaser Working Capital Representative are paid by such Person upon such request for payment thereof. The Working Capital Representative, for and on behalf of itself and the 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 Working Capital Representative or any 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 Working Capital Representative or any 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 Purchaser Each Junior Representative, for and on behalf of itself and the respective Junior Secured Parties, agrees that no payment to the Senior Debt Representative or any Senior Debt Secured Party pursuant to the provisions of this Agreement shall entitle the Purchaser such Junior Representative or respective Junior Secured Party to exercise any rights of subrogation in respect thereof until the Senior Debt Obligations Payment Date. Following the Senior Debt Obligations Payment Date, the Senior Debt Representative agrees to execute such documents, agreements, and instruments as the Purchaser such Junior Representative or any Junior Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Senior Debt Obligations resulting from payments to the 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 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, Representative agrees that no payment to a Junior Representative or the Purchaser respective Junior Secured Party 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 applicable Junior Obligations Payment Date. Following the Royal Gold any Junior Obligations Payment Date, the Purchaser applicable Junior Representative 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 Junior Obligations resulting from payments to the Purchaser 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 the Purchaser 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 Purchaser Term Loan Administrative Agent, for and on behalf of itself and the Term Loan Secured Parties, agrees that no payment to the Senior Debt Representative Revolving Lender or any Senior Debt other Revolving Credit Secured Party pursuant to the provisions of this Agreement shall entitle the Purchaser Term Loan Administrative Agent or any other Term Loan Secured Party to exercise any rights of subrogation in respect thereof until the Senior Debt Revolving Credit Obligations Payment Date. Following the Senior Debt Revolving Credit Obligations Payment Date, the Senior Debt Representative Revolving Lender agrees to execute such documents, agreements, and instruments as the Purchaser Term Loan 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 Senior Debt Revolving Credit Obligations resulting from payments to the Senior Debt Representative Revolving Lender by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the Senior Debt Representative Revolving Lender 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, Revolving Lender agrees that no payment to the Purchaser Term Loan Administrative Agent or any other Term Loan Secured Party pursuant to the provisions of this Agreement shall entitle the Senior Debt Representative Revolving Lender or any Senior Debt other Revolving Credit Secured Party to exercise any rights of subrogation in respect thereof until the Royal Gold Term Loan Obligations Payment Date. Following the Royal Gold Term Loan Obligations Payment Date, the Purchaser Term Loan Administrative Agent agrees to execute such documents, agreements, and instruments as the Senior Debt Representative Revolving Lender or any Senior Debt other Revolving Credit Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Royal Gold Term Loan Obligations resulting from payments to the Purchaser Term Loan 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 Purchaser Term Loan 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 Purchaser Term Loan Representative, for and on behalf of itself and the Term Loan Secured Parties, agrees that no payment to the Senior Debt ABL Representative or any Senior Debt ABL Secured Party pursuant to the provisions of this Agreement shall entitle the Purchaser Term Loan Representative or any Term Loan Secured Party to exercise any rights of subrogation in respect thereof until the Senior Debt ABL Priority Obligations Payment Date. Following the Senior Debt ABL Priority Obligations Payment Date, the Senior Debt ABL Representative agrees to execute such documents, agreements, and instruments as the Purchaser 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 Senior Debt ABL Obligations resulting from payments to the Senior Debt 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 Senior Debt ABL Representative are paid by such Person upon request for payment thereof. The Senior Debt ABL Representative, for and on behalf of itself and the Senior Debt ABL Secured Parties, agrees that no payment to the Purchaser Term Loan Representative or any Term Loan Secured Party pursuant to the provisions of this Agreement shall entitle the Senior Debt ABL Representative or any Senior Debt ABL Secured Party to exercise any rights of subrogation in respect thereof until the Royal Gold Term Loan Priority Obligations Payment Date. Following the Royal Gold Term Loan Priority Obligations Payment Date, the Purchaser Term Loan Representative agrees to execute such documents, agreements, and instruments as the Senior Debt ABL Representative or any Senior Debt ABL Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Royal Gold Term Loan Obligations resulting from payments to the Purchaser 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 Purchaser 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 Purchaser Each Term Loan Representative, for and on behalf of itself and the Term Loan Secured Parties that it represents, agrees that no payment to the Senior Debt ABL Representative or any Senior Debt ABL Secured Party pursuant to the provisions of this Agreement shall entitle the Purchaser any Term Loan Representative or any Term Loan Secured Party to exercise any rights of subrogation in respect thereof until the Senior Debt ABL Obligations Payment Date. Following the Senior Debt ABL Obligations Payment Date, the Senior Debt ABL Representative agrees to execute such documents, agreements, and instruments as the Purchaser 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 Senior Debt ABL Obligations resulting from payments to the Senior Debt 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 Senior Debt ABL Representative are paid by such Person upon request for payment thereof. The Senior Debt ABL Representative, for and on behalf of itself and the Senior Debt ABL Secured Parties, agrees that no payment to the Purchaser any Term Loan Representative or any Term Loan Secured Party pursuant to the provisions of this Agreement shall entitle the Senior Debt ABL Representative or any Senior Debt ABL Secured Party to exercise any rights of subrogation in respect thereof until the Royal Gold Term Loan Obligations Payment Date. Following the Royal Gold Term Loan Obligations Payment Date, the Purchaser each Term Loan Representative agrees to execute such documents, agreements, and instruments as the Senior Debt ABL Representative or any Senior Debt ABL Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Royal Gold relevant Term Loan Obligations resulting from payments to the Purchaser 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 Purchaser 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 Purchaser Term Loan Representative, for and on behalf of itself and the Term Loan Secured Parties, agrees that no payment to the Senior Debt ABL Representative or any Senior Debt ABL Secured Party in respect of Common Collateral pursuant to the provisions of this Agreement shall entitle the Purchaser Term Loan Representative or any Term Loan Secured Party to exercise any rights of subrogation in respect thereof until the Senior Debt ABL Obligations Payment Date. Following the Senior Debt ABL Obligations Payment Date, the Senior Debt ABL Representative agrees to execute such documents, agreements, and instruments as the Purchaser 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 Senior Debt ABL Obligations resulting from payments to the Senior Debt 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 Senior Debt ABL Representative are paid by such Person upon request for payment thereof. The Senior Debt ABL Representative, for and on behalf of itself and the Senior Debt ABL Secured Parties, agrees that no payment to the Purchaser 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 Senior Debt ABL Representative or any Senior Debt ABL Secured Party to exercise any rights of subrogation in respect thereof until the Royal Gold Term Loan Obligations Payment Date. Following the Royal Gold Term Loan Obligations Payment Date, the Purchaser Term Loan Representative agrees to execute such documents, agreements, and instruments as the Senior Debt ABL Representative or any Senior Debt ABL Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Royal Gold Term Loan Obligations resulting from payments to the Purchaser 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 Purchaser 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 Purchaser agrees that no payment to the Senior Debt Representative or any Senior Debt Secured Party pursuant to the provisions of this Agreement shall entitle the Purchaser to exercise any rights of subrogation in respect thereof until the Senior Debt Obligations Payment Date. Following the Senior Debt Obligations Payment Date, the Senior Debt Representative agrees to execute such documents, agreements, and instruments as the Purchaser may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Senior Debt Obligations resulting from payments to the 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 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 Purchaser 2025 Notes Agent, for and on behalf of itself and the 2025 Notes Creditors, agrees that no payment by the 2025 Notes Agent or any such 2025 Notes Creditor to the Senior Debt Representative ABL Agent or any Senior Debt Secured Party ABL Lender pursuant to the provisions of this Agreement shall entitle the Purchaser 2025 Notes Agent or any such 2025 Notes Creditor to exercise any rights of subrogation in respect thereof until the Senior Debt Discharge of ABL Obligations Payment Dateshall have occurred. Following the Senior Debt Obligations Payment DateDischarge of ABL Obligations, the Senior Debt Representative ABL Agent agrees to execute such documents, agreements, and instruments as the Purchaser 2025 Notes Agent or any 2025 Notes Creditor may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Senior Debt ABL Obligations resulting from payments to the Senior Debt Representative 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 Senior Debt Representative ABL Agent are paid by such Person upon request for payment thereof. The Senior Debt RepresentativeABL Agent, for and on behalf of itself and the Senior Debt Secured PartiesABL Lenders, agrees that no payment by the ABL Agent or any ABL Lender to the Purchaser 2025 Notes Agent or any 2025 Notes Creditor pursuant to the provisions of this Agreement shall entitle the Senior Debt Representative ABL Agent or any Senior Debt Secured Party ABL Lender to exercise any rights of subrogation in respect thereof until the Royal Gold Discharge of 2025 Notes Obligations Payment Dateshall have occurred. Following the Royal Gold Obligations Payment DateDischarge of 2025 Notes Obligations, the Purchaser 2025 Notes Agent agrees to execute such documents, agreements, and instruments as the Senior Debt Representative ABL Agent or any Senior Debt Secured Party ABL Lender may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Royal Gold 2025 Notes Obligations resulting from payments to the Purchaser 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 Purchaser 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 Purchaser Collateral Trust Representative, for and on behalf of itself and the Collateral Trust Secured Parties, agrees that no payment to the Senior Debt ABL Representative or any Senior Debt other ABL Secured Party pursuant to the provisions of this Agreement shall entitle the Purchaser Collateral Trust Representative or any other Collateral Trust Secured Party to exercise any rights of subrogation in respect thereof until the Senior Debt ABL Obligations Payment Date. Following the Senior Debt ABL Obligations Payment Date, the Senior Debt ABL Representative agrees to execute such documents, agreements, and instruments as the Purchaser Collateral Trust Representative or any other Collateral Trust Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Senior Debt ABL Obligations resulting from payments to the Senior Debt 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 Senior Debt ABL Representative are paid by such Person upon request for payment thereof. The Senior Debt ABL Representative, for and on behalf of itself and the Senior Debt other ABL Secured Parties, agrees that no payment to the Purchaser Collateral Trust Representative or any other Collateral Trust Secured Party pursuant to the provisions of this Agreement shall entitle the Senior Debt ABL Representative or any Senior Debt other ABL Secured Party to exercise any rights of subrogation in respect thereof until the Royal Gold Collateral Trust Obligations Payment Date. Following the Royal Gold Collateral Trust Obligations Payment Date, the Purchaser Collateral Trust Representative agrees to execute such documents, agreements, and instruments as the Senior Debt ABL Representative or any Senior Debt other ABL Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Royal Gold Collateral Trust Obligations resulting from payments to the Purchaser 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 Purchaser 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 Purchaser [Term Loan] Representative, for and on behalf of itself and the [Term Loan] Secured Parties, agrees that no payment to the Senior Debt ABL Representative or any Senior Debt ABL Secured Party pursuant to the provisions of this Agreement shall entitle the Purchaser [Term Loan] Representative or any [Term Loan] Secured Party to exercise any rights of subrogation in respect thereof until the Senior Debt ABL Obligations Payment Date. Following the Senior Debt ABL Obligations Payment Date, the Senior Debt ABL Representative agrees to execute such documents, agreements, and instruments as the Purchaser [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 Senior Debt ABL Obligations resulting from payments to the Senior Debt 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 Senior Debt ABL Representative are paid by such Person upon request for payment thereof. The Senior Debt ABL Representative, for and on behalf of itself and the Senior Debt ABL Secured Parties, agrees that no payment to the Purchaser [Term Loan] Representative or any [Term Loan] Secured Party pursuant to the provisions of this Agreement shall entitle the Senior Debt ABL Representative or any Senior Debt ABL Secured Party to exercise any rights of subrogation in respect thereof until the Royal Gold [Term Loan] Obligations Payment Date. Following the Royal Gold [Term Loan] Obligations Payment Date, the Purchaser [Term Loan] Representative agrees to execute such documents, agreements, and instruments as the Senior Debt ABL Representative or any Senior Debt ABL Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Royal Gold [Term Loan] Obligations resulting from payments to the Purchaser [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 Purchaser [Term Loan] Representative are paid by such Person upon request for payment thereof.

Appears in 1 contract

Samples: Joinder Agreement (TimkenSteel Corp)

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

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Rights of Subrogation. The Purchaser Each of the First Lien Term Agent, on behalf of itself and the First Lien Term 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 Senior Debt Representative ABL Agent or any Senior Debt Secured Party ABL Lender pursuant to the provisions of this Agreement shall entitle the Purchaser 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 to exercise any rights of subrogation in respect thereof until the Senior Debt Discharge of ABL Obligations Payment Dateshall have occurred. Following the Senior Debt Obligations Payment DateDischarge of ABL Obligations, the Senior Debt Representative ABL Agent agrees to execute such documents, agreements, and instruments as the Purchaser First Lien Term Agent, the First Lien Notes Agent, any First Lien Term Lender, any First Lien Notes Secured Party, or any Future Term Loan/Notes Indebtedness Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Senior Debt ABL Obligations resulting from payments to the Senior Debt Representative 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 Senior Debt Representative ABL Agent are paid by the Credit Parties or such Person upon request for payment thereof. The Senior Debt RepresentativeABL Agent, for and on behalf of itself and the Senior Debt Secured PartiesABL Lenders, agrees that no payment to the Purchaser 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 Senior Debt Representative ABL Agent or any Senior Debt Secured Party ABL Lender to exercise any rights of subrogation in respect thereof until the Royal Gold Discharge of Term Loan/Notes Obligations Payment Dateshall have occurred. Following the Royal Gold Obligations Payment DateDischarge of Term Loan/Notes Obligations, the Purchaser each Term Loan/Notes Agent agrees to execute such documents, agreements, and instruments as the Senior Debt Representative ABL Agent or any Senior Debt Secured Party ABL Lender may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Royal Gold Term Loan/Notes Obligations resulting from payments to the Purchaser 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 the Purchaser 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 Purchaser Notes Representative, for and on behalf of itself and the Notes Secured Parties, agrees that no payment to the Senior Debt Factoring Representative or any Senior Debt Factoring Secured Party pursuant to the provisions of this Agreement shall entitle the Purchaser Notes Representative or any Notes Secured Party to exercise any rights of subrogation in respect thereof until the Senior Debt Factoring Obligations Payment Date. Following ; provided, that notwithstanding anything to the Senior Debt Obligations Payment Datecontrary contained in this Agreement, the Senior Debt 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 Purchaser may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Senior Debt Obligations resulting from payments to the 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 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 Notes 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 Notes Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Royal Gold Factoring Obligations resulting from payments to the Purchaser Factoring 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 Purchaser Factoring Representative are paid by such Person upon request for payment thereof. The Factoring Representative, for and on behalf of itself and the Factoring Secured Parties, agrees that no payment to the Notes Representative or any Notes Secured Party pursuant to the provisions of this Agreement shall entitle the Factoring Representative or any Factoring Secured Party to exercise any rights of subrogation in respect thereof until the Notes Obligations Payment Date. Following the Notes Obligations Payment Date, the Notes Representative agrees to execute such documents, agreements, and instruments as the Factoring Representative or any Factoring Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Notes Obligations resulting from payments to the 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 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 Purchaser Term Debt Representative, for and on behalf of itself and the Term Debt Secured Parties, agrees that no payment to the Senior Debt ABL Representative or any Senior Debt ABL Secured Party pursuant to the provisions of this Agreement shall entitle the Purchaser Term Debt Representative or any Term Debt Secured Party to exercise any rights of subrogation in respect thereof until the Senior Debt ABL Obligations Payment Date. Following the Senior Debt ABL Obligations Payment Date, the Senior Debt ABL Representative agrees to execute such documents, agreements, and instruments as the Purchaser Term Debt Representative or any Term Debt Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Senior ABL Obligations resulting from payments to the 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 ABL Representative are paid by such Person upon 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 Debt Representative or any Term 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 Debt Obligations Payment Date. Following the Term Debt Obligations Payment Date, the Term 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 Debt Obligations resulting from payments to the Senior Term 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 Senior Term 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 (Smithfield Foods Inc)

Rights of Subrogation. The Purchaser Term Debt Representative, for and on behalf of itself and the Term Debt Secured Parties, agrees that no payment to the Senior Debt ABL Representative or any Senior Debt ABL Secured Party pursuant to the provisions of this Agreement shall entitle the Purchaser Term Debt Representative or any Term Debt Secured Party to exercise any rights of subrogation in respect thereof until the Senior Debt ABL Obligations Payment Date. Following the Senior Debt ABL Obligations Payment Date, the Senior Debt ABL Representative agrees to execute such documents, agreements, and instruments as the Purchaser Term Debt Representative or any Term Debt Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Senior ABL Obligations resulting from payments to the 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 ABL Representative are paid by such Person upon 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 Debt Representative or any Term 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 Debt Obligations Payment Date. Following the Term Debt Obligations Payment Date, the Term 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 Debt Obligations resulting from payments to the Senior Term 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 Senior Term Debt Representative are paid by such Person upon request for payment thereof. The No Senior Debt Representative, for and on behalf of itself and the Senior Debt Secured Parties, agrees 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 no payment nothing contained in this clause (x) shall be construed under any circumstances to the Purchaser pursuant 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 shall entitle the Senior Debt Representative to preserve or protect any Senior Debt Secured Party to exercise any potential 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 of 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 thereofother party.

Appears in 1 contract

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

Rights of Subrogation. The Purchaser Exit Convertible Notes Representative, for and on behalf of itself and the Exit Convertible Notes Secured Parties, agrees that no payment to the Senior Debt ABL Representative or any Senior Debt ABL Secured Party pursuant to the provisions of this Agreement shall entitle the Purchaser Exit Convertible Notes Representative or any Exit Convertible Notes Secured Party to exercise any rights of subrogation in respect thereof until the Senior Debt ABL Obligations Payment Date. Following the Senior Debt ABL Obligations Payment Date, the Senior Debt ABL Representative agrees to execute such documents, agreements, and instruments as the Purchaser Exit Convertible Notes Representative or any Exit Convertible Notes Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Senior Debt ABL Obligations resulting from payments to the Senior Debt 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 Senior Debt ABL Representative are paid by such Person the Credit Parties upon request for payment thereof. The Senior Debt ABL Representative, for and on behalf of itself and the Senior Debt ABL Secured Parties, agrees that no payment to the Purchaser Exit Convertible Notes Representative or any Exit Convertible Notes Secured Party pursuant to the provisions of this Agreement shall entitle the Senior Debt ABL Representative or any Senior Debt ABL Secured Party to exercise any rights of subrogation in respect thereof until the Royal Gold Exit Convertible Notes Obligations Payment Date. Following the Royal Gold Exit Convertible Notes Obligations Payment Date, the Purchaser Exit Convertible Notes Representative agrees to execute such documents, agreements, and instruments as the Senior Debt ABL Representative or any Senior Debt ABL Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Royal Gold Exit Convertible Notes Obligations resulting from payments to the Purchaser 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 Purchaser 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 Purchaser Fixed Asset Representative, for and on behalf of itself and the Fixed Asset Secured Parties that it represents, agrees that no payment to the Senior Debt any ABL Representative or any Senior Debt ABL Secured Party pursuant to the provisions of this Agreement shall entitle the Purchaser Fixed Asset Representative or any Fixed Asset Secured Party to exercise any rights of subrogation in respect thereof until the Senior Debt ABL Obligations Payment Date. Following the Senior Debt ABL Obligations Payment Date, the Senior Debt each ABL Representative agrees to execute such documents, agreements, and instruments as the Purchaser Fixed Asset Representative or any Fixed Asset Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Senior Debt ABL Obligations resulting from payments to the Senior Debt such 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 Senior Debt ABL Representative are paid by such Person upon request for payment thereof. The Senior Debt Each ABL Representative, for and on behalf of itself and the Senior Debt ABL Secured PartiesParties that it represents, agrees that no payment to the Purchaser Fixed Asset Representative or any Fixed Asset Secured Party pursuant to the provisions of this Agreement shall entitle the Senior Debt such ABL Representative or any Senior Debt ABL Secured Party to exercise any rights of subrogation in respect thereof until the Royal Gold Fixed Asset Obligations Payment Date. Following the Royal Gold Fixed Asset Obligations Payment Date, the Purchaser Fixed Asset Representative agrees to execute such documents, agreements, and instruments as the Senior Debt ABL Representative or any Senior Debt ABL Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Royal Gold Fixed Asset Obligations resulting from payments to the Purchaser 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 Purchaser 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 Purchaser Note and Specified Hedge Representative, for and on behalf of itself and the Note and Specified Hedge Secured Parties, agrees that no payment to the Senior Debt ABL Representative or any Senior Debt ABL Secured Party pursuant to the provisions of this Agreement shall entitle the Purchaser Note and Specified Hedge Representative or any Note and Specified Hedge Secured Party to exercise any rights of subrogation in respect thereof until the Senior Debt ABL Obligations Payment Discharge Date. Following the Senior Debt ABL Obligations Payment Discharge Date, the Senior Debt ABL Representative agrees to execute such documents, agreements, and instruments as the Purchaser Note and Specified Hedge Representative or any Note and Specified Hedge Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Senior Debt ABL Obligations resulting from payments to the Senior Debt 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 Senior Debt ABL Representative are paid by such Person the Grantors upon request for payment thereof. The Senior Debt ABL Representative, for and on behalf of itself and the Senior Debt ABL Secured Parties, agrees that no payment to the Purchaser Note and Specified Hedge Representative or any Note and Specified Hedge Secured Party pursuant to the provisions of this Agreement shall entitle the Senior Debt ABL Representative or any Senior Debt ABL Secured Party to exercise any rights of subrogation in respect thereof until the Royal Gold Note and Specified Hedge Obligations Payment Discharge Date. Following the Royal Gold Note and Specified Hedge Obligations Payment Discharge Date, the Purchaser Note and Specified Hedge Representative agrees to execute such documents, agreements, and instruments as the Senior Debt ABL Representative or any Senior Debt ABL Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Royal Gold Note and Specified Hedge Obligations resulting from payments to the Purchaser 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 Purchaser 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 Purchaser Each Junior Representative, for and on behalf of itself and the respective Junior Secured Parties, agrees that no payment to the Senior Debt Representative or any Senior Debt Secured Party Representative pursuant to the provisions of this Agreement shall entitle the Purchaser such Junior Representative or respective Junior Secured Party to exercise any rights of subrogation in respect thereof until the Senior Debt Obligations Payment Date. Following the Senior Debt Obligations Payment Date, the each applicable Senior Debt Representative agrees to execute such documents, agreements, and instruments as the Purchaser such Junior Representative or any Junior Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Senior Debt Obligations resulting from payments to the such 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 such Senior Debt Representative are paid by such Person the Loan Parties upon request for payment thereof. The Each Senior Debt Representative, for and on behalf of itself and the Senior Debt Secured Parties, Representative agrees that no payment to a Junior Representative or the Purchaser respective Junior Secured Party pursuant to the provisions of this Agreement shall entitle the such Senior Debt Representative or any Senior Debt Secured Party to exercise any rights of subrogation in respect thereof until the Royal Gold applicable Junior Obligations Payment Date. Following the Royal Gold any Junior Obligations Payment Date, the Purchaser applicable Junior Representative agrees to execute such documents, agreements, and instruments as the any applicable 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 Junior Obligations resulting from payments to the Purchaser 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 the Purchaser such Junior Representative are paid by such Person the Loan Parties upon request for payment thereof.

Appears in 1 contract

Samples: Intercreditor Agreement (SAExploration Holdings, Inc.)

Rights of Subrogation. The Purchaser Collateral Agent agrees that no payment or distribution to the Senior Debt Representative or any Senior Debt Secured Party Agent pursuant to the provisions of this Agreement shall entitle the Purchaser Collateral Agent, the Trustee, or any Noteholder to exercise any rights of subrogation in respect thereof until the Senior Debt Discharge of Credit Agreement Secured Obligations Payment Dateshall have occurred. Following the Senior Debt Obligations Payment DateDischarge of Credit Agreement Secured Obligations, the Senior Debt Representative Agent agrees to execute such documents, agreements, and instruments as the Purchaser 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 Senior Debt Credit Agreement Secured Obligations resulting from payments or distributions to the Senior Debt 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 Senior Debt Representative Agent are paid by such Person upon request for payment thereof. The Each of the Senior Debt Representative, for and on behalf of itself Agent and the Senior Debt Secured Parties, Collateral Agent agrees that no payment or distribution to the Purchaser XX Xxxx'x Agent pursuant to the provisions of this Agreement in respect of the XX Xxxx'x Collateral shall entitle the Senior Debt Representative Agent, the Senior Lenders, the Collateral Agent, the Trustee, or any Senior Debt Secured Party Noteholder to exercise any rights of subrogation in respect thereof until the Royal Gold Discharge of XX Xxxx'x Credit Agreement Secured Obligations Payment Dateshall have occurred. Following the Royal Gold Obligations Payment DateDischarge of XX Xxxx'x Credit Agreement Secured Obligations, the Purchaser XX Xxxx'x Agent agrees to execute such documents, agreements, and instruments as the Senior Debt Representative Agent, the Senior Lenders, the Collateral Agent, the Trustee or any Senior Debt Secured Party Noteholder may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the Royal Gold XX Xxxx'x Credit Agreement Secured Obligations resulting from payments or distributions to the Purchaser 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 Purchaser 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)

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