Common use of Subrogation and Contribution Clause in Contracts

Subrogation and Contribution. Each Borrower covenants and agrees that, until the obligations of the Borrowers under this Agreement and the other Loan Documents have been fully paid and satisfied, any and all subrogation, contribution and other similar rights of such Borrower against or in respect of (A) the other Borrower, (B) any of the assets and properties of the other Borrower, or (C) any other co-obligor or indemnitor of any of the other Borrower’s payments or obligations under any of the Loan Documents, whether now existing or hereafter acquired or created, and whether resulting from any payment made by such Borrower or otherwise, shall be subordinate and inferior in dignity and deferred as to payment to the full payment and satisfaction of all of such obligations. (However, such subordination of subrogation, contribution and similar rights is not intended to include, and this Section is not intended to affect, the intercompany advances and dividends permitted under this Agreement.) Neither Borrower shall seek any payment or exercise or enforce any right, power, privilege, remedy or interest that it may have with respect to any such subrogation, contribution or other similar right except with the prior written consent of the Agent (with the consent of the Required Lenders, as and if required) and for the benefit of all of the Lenders. Any payment, asset or property delivered to or for the benefit of any Borrower in respect of any such subrogation, contribution or other similar right shall be accepted in trust for the benefit of all of the Lenders and shall be promptly paid or delivered to the Agent (for the benefit of all of the Lenders) to be credited and applied to the payment and satisfaction of the obligations of the Borrowers under this Agreement and the other Loan Documents, whether contingent, matured or unmatured, or to be held by the Agent (for the benefit of all of the Lenders) as additional collateral, as the Agent (with the consent of the Required Lenders, as and if required) may elect in its sole and absolute discretion.

Subrogation and Contribution. Each Borrower covenants Unless and agrees that, until the obligations of the Borrowers under this Agreement and the other Loan Documents Obligations have been fully paid and satisfiedsatisfied and the Revolving Credit Commitments have terminated, each Guarantor hereby irrevocably waives any claim or other right it may now or hereafter acquire against the Borrower or any other Guarantor that arises from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Section 11 or any other Credit Document, including, without limitation, any and all subrogation, contribution and other similar rights of such Borrower against or in respect of (A) the other Borrower, (B) any of the assets and properties of the other Borrower, or (C) any other co-obligor or indemnitor of any of the other Borrower’s payments or obligations under any of the Loan Documents, whether now existing or hereafter acquired or created, and whether resulting from any payment made by such Borrower or otherwise, shall be subordinate and inferior in dignity and deferred as to payment to the full payment and satisfaction of all of such obligations. (However, such subordination right of subrogation, contribution and similar rights is not intended reimbursement, exoneration, contribution, indemnification, or any right to includeparticipate in any claim or remedy of the Administrative Agent, and this Section is not intended to affectany Lender, the intercompany advances and dividends permitted under this Agreement.) Neither L/C Issuer, or any other holder of an Obligation against the Borrower shall seek or any payment other Guarantor whether or exercise or enforce any right, power, privilegenot such claim, remedy or interest that it may have with respect right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower or any such subrogationother Guarantor directly or indirectly, contribution in cash or other similar right except with property or by set-off or in any other manner, payment or security on account of such claim or other right. If any amount shall be paid to a Guarantor on account of such subrogation rights at any time prior to the prior written consent later of (x) the payment in full of the Agent Obligations and all other amounts payable by the Borrower hereunder and the other Credit Documents and (with y) the consent termination of the Required Lenders, as Revolving Credit Commitments and if required) and for the benefit expiration of all Letters of the Lenders. Any paymentCredit, asset or property delivered to or for the benefit of any Borrower in respect of any such subrogation, contribution or other similar right amount shall be accepted held in trust for the benefit of all of the Administrative Agent and the Lenders and the L/C Issuer (and their Affiliates) and shall forthwith be promptly paid or delivered to the Administrative Agent (for the benefit of all of the LendersLenders (and their Affiliates) to or be credited and applied to upon the payment and satisfaction of the obligations of the Borrowers under this Agreement and the other Loan DocumentsObligations, whether contingent, matured or unmatured, or to be held by the Agent (for the benefit of all of the Lenders) as additional collateral, as the Agent (in accordance with the consent terms of the Required Lenders, as and if required) may elect in its sole and absolute discretionthis Agreement.

Subrogation and Contribution. Each Borrower covenants hereby unconditionally and irrevocably agrees thatnot to exercise any rights that it may now have or hereafter acquire against a Co-Borrower that arise from the existence, until the obligations of the Borrowers under this Agreement and the other Loan Documents have been fully paid and satisfiedpayment, any and all subrogation, contribution and other similar rights performance or enforcement of such Borrower against Borrower’s Obligations under or in respect of (A) the other Borrower, (B) any of the assets and properties of the other Borrower, or (C) any other co-obligor or indemnitor of any of the other Borrower’s payments or obligations under any of the Loan Documents, whether now existing or hereafter acquired or createdincluding, and whether resulting from without limitation, any payment made by such Borrower or otherwise, shall be subordinate and inferior in dignity and deferred as to payment to the full payment and satisfaction of all of such obligations. (However, such subordination right of subrogation, reimbursement, exoneration, contribution or indemnification and similar rights is any right to participate in any claim or remedy of any Secured Party against the Co-Borrower or any Pledged Collateral, whether or not intended to include, and this Section is not intended to affect, the intercompany advances and dividends permitted under this Agreement.) Neither Borrower shall seek any payment or exercise or enforce any right, power, privilegesuch claim, remedy or interest that it right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the other Borrower party hereto or any other Loan Party, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Borrowers’ Obligations under the Loan Documents shall have been paid in full in cash and shall have expired or been terminated and the Commitments shall have expired or been terminated. Notwithstanding the foregoing, so long as no Default shall exist and be continuing before and after giving effect to a payment, a Borrower may have with respect to any such subrogationreceive payment in the nature of a reimbursement, contribution or other similar right except with the prior written consent subrogation payment from a Co-Borrower within five Business Days of the Agent (with date the consent Obligation is paid. If any amount shall be paid to either Borrower in violation of the Required Lenders, as and if required) and for immediately preceding paragraph at any time prior to the benefit payment in full in cash of all of amounts payable under the Lenders. Any paymentLoan Documents, asset or property delivered to or for the benefit of any Borrower in respect of any such subrogation, contribution or other similar right amount shall be accepted received and held in trust for the benefit of all the Secured Parties, shall be segregated from other property and funds of the Lenders such Borrower and shall forthwith be promptly paid or delivered to the Administrative Agent in the same form as so received (for the benefit of all of the Lenderswith any necessary endorsement or assignment) to be credited and applied to the payment and satisfaction of Borrowers’ Obligations under the obligations of the Borrowers under this Agreement and the other Loan Documents, whether contingent, matured or unmatured, in accordance with the terms of the Loan Documents, or to be held by the Collateral Agent as Pledged Collateral for any Obligations or other amounts payable under the Loan Documents thereafter arising. If (for i) any Borrower shall make payment to any Secured Party of all or any part of its Obligations under the benefit of Loan Documents and (ii) all of the Lenders) as additional collateralBorrowers’ Obligations under the Loan Documents shall have been paid in full in cash, as the Agent (with Secured Parties will, at such Borrower’s request and expense, execute and deliver to such Borrower appropriate documents, without recourse and without representation or warranty, necessary to evidence the consent transfer by subrogation or contribution to such Borrower of an interest in the Obligations of the Required Lenders, as and if required) may elect in its sole and absolute discretionBorrowers under the Loan Documents resulting from such payment made by such Borrower pursuant hereto.

Subrogation and Contribution. Each Borrower covenants and agrees that, until the obligations of the Borrowers under this Agreement and the other Loan Documents have been fully paid and satisfied, any and all subrogation, contribution and other similar rights of such Borrower against or in respect of (A) the other Borrower, (B) any of the assets and properties of the other Borrower, or (C) any other co-obligor or indemnitor of any of the other Borrower’s 's payments or obligations under any of the Loan Documents, whether now existing or hereafter acquired or created, and whether resulting from any payment made by such Borrower or otherwise, shall be subordinate and inferior in dignity and deferred as to payment to the full payment and satisfaction of all of such obligations. (However, such subordination of subrogation, contribution and similar rights is not intended to include, and this Section is not intended to affect, the intercompany advances and dividends permitted under this Agreement.) Neither Borrower shall seek any payment or exercise or enforce any right, power, privilege, remedy or interest that it may have with respect to any such subrogation, contribution or other similar right except with the prior written consent of the Agent (with the consent of the Required Lenders, as and if required) and for the benefit of all of the Lenders. Any payment, asset or property delivered to or for the benefit of any Borrower in respect of any such subrogation, contribution or other similar right shall be accepted in trust for the benefit of all of the Lenders and shall be promptly paid or delivered to the Agent (for the benefit of all of the Lenders) to be credited and applied to the payment and satisfaction of the obligations of the Borrowers under this Agreement and the other Loan Documents, whether contingent, matured or unmatured, or to be held by the Agent (for the benefit of all of the Lenders) as additional collateral, as the Agent (with the consent of the Required Lenders, as and if required) may elect in its sole and absolute discretion.

Subrogation and Contribution. Each Borrower The Guarantor covenants and agrees that, until the obligations of the Borrowers Borrower under this Agreement and the other Loan Documents have been fully paid and satisfied, any and all subrogation, contribution and other similar rights of such the Borrower against or in respect of (A) the other Borrower, (B) any of the assets and properties of the other Borrower, or (C) any other co-obligor or indemnitor of any of the other Borrower’s 's payments or obligations under any of the Loan Documents, whether now existing or hereafter acquired or created, and whether resulting from any payment made by such the Borrower or otherwise, shall be subordinate and inferior in dignity and deferred as to payment to the full payment and satisfaction of all of such obligations. (However, such subordination of subrogation, contribution and similar rights is not intended to include, and this Section is not intended to affect, the intercompany advances and dividends permitted under this Agreement.) Neither Borrower The Guarantor shall not seek any payment or exercise or enforce any right, power, privilege, remedy or interest that it may have with respect to any such subrogation, contribution or other similar right except with the prior written consent of the Agent (with the consent of the Required Lenders, as and if required) and for the benefit of all of the Lenders. Any payment, asset or property delivered to or for the benefit of any Borrower the Guarantor in respect of any such subrogation, contribution or other similar right shall be accepted in trust for the benefit of all of the Lenders and shall be promptly paid or delivered to the Agent (for the benefit of all of the Lenders) to be credited and applied to the payment and satisfaction of the obligations of the Borrowers Borrower under this Agreement and the other Loan Documents, whether contingent, matured or unmatured, or to be held by the Agent (for the benefit of all of the Lenders) as additional collateral, as the Agent (with the consent of the Required Lenders, as and if required) may elect in its sole and absolute discretion. If (i) the Guarantor shall make payment to any Lender or the Agent of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article VII shall have been paid in full in cash and (iii) the Termination Date shall have occurred, the Lenders and the Agent will, at the Guarantor's request and expense, execute and deliver to the Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to the Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by the Guarantor pursuant to this Article VII.

Subrogation and Contribution. Each Borrower covenants Unless and agrees that, until the obligations of the Borrowers under this Agreement and the other Loan Documents Obligations have been fully paid and satisfiedsatisfied and all Commitments have terminated, each Borrower hereby agrees not to exercise or otherwise assert any claim or other right it may now or hereafter acquire against any other Borrower that arises from the existence, payment, performance or enforcement of such Borrower's joint and several obligations under this Agreement or any other Loan Document, including, without limitation, any and all right of subrogation, reimbursement, exoneration, contribution, indemnification, or any right to participate in any claim or remedy of any Agent, any Lender or any other holder of the indebtedness against any other Borrower whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any other Borrower directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other right. Each Borrowing Subsidiary that makes a payment or distribution under this Agreement on account of a Loan incurred by another Borrower shall be entitled to contribution and from each other similar rights Borrower in a pro rata amount based on the Adjusted Net Assets of each Borrower. For purposes hereof, "ADJUSTED NET ASSETS" of a Borrower at any date shall mean the lesser of the amount by which (x) the fair value of the assets of such Borrower against or exceeds the total amount of liabilities, including, without limitation, contingent liabilities, but excluding liabilities under this Agreement, of such Borrower at such date and (y) the present fair salable value of the assets of such Borrower at such date exceeds the amount that will be required to pay the probably liability of such Borrower on its debts (after giving effect to all other fixed and contingent liabilities of such Borrower) excluding Indebtedness in respect of (A) the other Borrower, (B) any of the assets and properties of the other Borrower, or (C) any other co-obligor or indemnitor of any of the other Borrower’s payments or obligations under any of the Loan Documents, whether now existing or hereafter acquired or created, and whether resulting from any payment made by such Borrower or otherwise, shall be subordinate and inferior in dignity and deferred as to payment to the full payment and satisfaction of all of such obligations. (However, such subordination of subrogation, contribution and similar rights is not intended to include, and this Section is not intended to affect, the intercompany advances and dividends permitted under this Agreement.) Neither Borrower shall seek any payment or exercise or enforce any right, power, privilege, remedy or interest that it may have with respect to any such subrogation, contribution or other similar right except with the prior written consent of the Agent (with the consent of the Required Lenders, as they become absolute and if required) and for the benefit of all of the Lenders. Any payment, asset or property delivered to or for the benefit of any Borrower in respect of any such subrogation, contribution or other similar right shall be accepted in trust for the benefit of all of the Lenders and shall be promptly paid or delivered to the Agent (for the benefit of all of the Lenders) to be credited and applied to the payment and satisfaction of the obligations of the Borrowers under this Agreement and the other Loan Documents, whether contingent, matured or unmatured, or to be held by the Agent (for the benefit of all of the Lenders) as additional collateral, as the Agent (with the consent of the Required Lenders, as and if required) may elect in its sole and absolute discretionmatured.

Subrogation and Contribution. Each Borrower covenants and agrees that, until the obligations of the Borrowers under this Agreement and the other Loan Documents have been fully paid and satisfied, any and all subrogation, contribution and other similar rights of such Borrower against or in respect of (A) the other Borrower, (B) any of the assets and properties of the other Borrower, or (C) any other co-obligor or indemnitor of any of the other Borrower’s 's payments or obligations under any of the Loan Documents, whether now existing or hereafter acquired or created, and whether resulting from any payment made by such Borrower or otherwise, shall be subordinate and inferior in dignity and deferred as to payment to the full payment and satisfaction of all of such obligations. (However, such subordination of subrogation, contribution and similar rights is not intended to include, and this Section is not intended to affect, the intercompany advances and dividends permitted under this Agreement.) Neither Borrower shall seek any payment or exercise or enforce any right, power, privilege, remedy or interest that it may have with respect to any such subrogation, contribution or other similar right except with the prior written consent of the Agent (with the consent of the Required Lenders, as and if required) and for the benefit of all of the Lenders. Any payment, asset or property delivered to or for the benefit of any Borrower in respect of any such subrogation, contribution or other similar right shall be accepted in trust for the benefit of all of the Lenders and shall be promptly paid or delivered to the Agent (for the benefit of all of the Lenders) to be credited and applied to the payment and satisfaction of the obligations of the Borrowers under this Agreement and the other Loan Documents, whether contingent, matured or unmatured, or to be held by the Agent (for the benefit of all of the Lenders) as additional collateral, as the Agent (with the consent of the Required Lenders, as and if required) may elect in its sole and absolute discretion.. ARTICLE III

Subrogation and Contribution. Each Borrower covenants Unless and agrees that, until the obligations of the Borrowers under this Agreement and the other Loan Documents Obligations have been fully paid and satisfiedsatisfied and the Commitments have terminated, each Borrower hereby agrees not to exercise or otherwise assert any claim or other right it may now or hereafter acquire against any other Borrower that arises from the existence, payment, performance or enforcement of such Borrower's joint and several obligations under this Agreement or any other Loan Document, including, without limitation, any and all right of subrogation, reimbursement, exoneration, contribution, indemnification, or any right to participate in any claim or remedy of any Agent, any Lender or any other holder of the indebtedness against any other Borrower whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any other Borrower directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other right. Each Borrowing Subsidiary that makes a payment or distribution under this Agreement on account of a Loan incurred by another Borrower shall be entitled to contribution and from each other similar rights Borrower in a pro rata amount based on the Adjusted Net Assets of each Borrower. For purposes hereof, "ADJUSTED NET ASSETS" of a Borrower at any date shall mean the lesser of the amount by which (x) the fair value of the assets of such Borrower against or exceeds the total amount of liabilities, including without limitation, contingent liabilities, but excluding liabilities under this Agreement, of such Borrower at such date and (y) the present fair salable value of the assets of such Borrower at such date exceeds the amount that will be required to pay the probably liability of such Borrower on its debts (after giving effect to all other fixed and contingent liabilities of such Borrower) excluding Indebtedness in respect of (A) the other Borrower, (B) any of the assets and properties of the other Borrower, or (C) any other co-obligor or indemnitor of any of the other Borrower’s payments or obligations under any of the Loan Documents, whether now existing or hereafter acquired or created, and whether resulting from any payment made by such Borrower or otherwise, shall be subordinate and inferior in dignity and deferred as to payment to the full payment and satisfaction of all of such obligations. (However, such subordination of subrogation, contribution and similar rights is not intended to include, and this Section is not intended to affect, the intercompany advances and dividends permitted under this Agreement.) Neither Borrower shall seek any payment or exercise or enforce any right, power, privilege, remedy or interest that it may have with respect to any such subrogation, contribution or other similar right except with the prior written consent of the Agent (with the consent of the Required Lenders, as they become absolute and if required) and for the benefit of all of the Lenders. Any payment, asset or property delivered to or for the benefit of any Borrower in respect of any such subrogation, contribution or other similar right shall be accepted in trust for the benefit of all of the Lenders and shall be promptly paid or delivered to the Agent (for the benefit of all of the Lenders) to be credited and applied to the payment and satisfaction of the obligations of the Borrowers under this Agreement and the other Loan Documents, whether contingent, matured or unmatured, or to be held by the Agent (for the benefit of all of the Lenders) as additional collateral, as the Agent (with the consent of the Required Lenders, as and if required) may elect in its sole and absolute discretionmatured.