Common use of Contribution and Indemnification among the Borrowers Clause in Contracts

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Obligations as joint and several obligor under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Loans made to another Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party (an “Accommodation Payment”), then the Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties in an amount, for each of such other Borrower Parties, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower Party’s Allocable Amount (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower Parties. As of any date of determination, the “Allocable Amount” of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (a) rendering such Borrower Party “insolvent” within the meaning of Section 101(31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, and reimbursement under this Section 11.20 shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 11.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Obligations as a joint and several obligor under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Loans made to another Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party (an “Accommodation Payment”), then the Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers in an amount, for each of such other Borrower PartiesBorrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower PartyBorrower’s Allocable Amount (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “Allocable Amount” of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (a) rendering such Borrower Party “insolvent” within the meaning of Section 101(31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, and reimbursement under this Section 11.20 14.20 shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 11.20 14.20 shall, to the extent expressly inconsistent with any provision in any Loan Credit Document, supersede such inconsistent provision.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Obligations as a joint and several obligor under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Loans made to another Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party (an “Accommodation Payment”), then the Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers in an amount, for each of such other Borrower PartiesBorrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower PartyBorrower’s Allocable Amount (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “Allocable Amount” of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (a) rendering such Borrower Party “insolvent” within the meaning of Section 101(31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, and reimbursement under this Section 11.20 shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 11.20 shall, to the extent expressly inconsistent with any provision in any Loan Credit Document, supersede such inconsistent provision.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Obligations as joint and several obligor under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Revolving Loans made to another Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party (an “Accommodation Payment”), then the Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers in an amount, for each of such other Borrower PartiesBorrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower PartyBorrower’s Allocable Amount (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “Allocable Amount” of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (a) rendering such Borrower Party “insolvent” within the meaning of Section 101(31101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, and reimbursement under this Section 11.20 shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 11.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification among the Borrowers. Each U.S. Borrower Party is obligated to repay the U.S. Obligations as joint and several obligor obligors under this Agreement. To the extent that any U.S. Borrower Party shall, under this Agreement as a joint and several obligor, repay any of the U.S. Obligations constituting Loans made to another U.S. Borrower Party hereunder or other U.S. Obligations incurred directly and primarily by any other U.S. Borrower Party (an “Accommodation Payment”), then the U.S. Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties U.S. Borrowers in an amount, for each of such other Borrower PartiesU.S. Borrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower PartyU.S. Borrower’s “Allocable Amount Amount” (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “Allocable Amount” of each U.S. Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (a) rendering such U.S. Borrower Party “insolvent” within the meaning of Section 101(31) of Title 11 of the United States Code entitled “Bankruptcy” (the “Bankruptcy Code”), Section 2 of the Uniform Fraudulent Transfer Act (the “UFTA”) ), or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such U.S. Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 4 of the UFCA, or (c) leaving such U.S. Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Code, Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, indemnification and reimbursement under this Section 11.20 4.14 shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 11.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Obligations as joint and several obligor obligors under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Term Loans made to another Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party (an “Accommodation Payment”), then the Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers in an amount, for each of such other Borrower PartiesBorrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower PartyBorrower’s “Allocable Amount Amount” (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “Allocable Amount” of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (ai) rendering such Borrower Party “insolvent” within the meaning of Section 101(31) of Title 11 of the United States Code entitled “Bankruptcy” (the “Bankruptcy Code”), Section 2 of the Uniform Fraudulent Transfer Act (the “UFTA”) ), or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (bii) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 4 of the UFCA, or (ciii) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Code, Section 4 of the UFTA, or Section 5 of the UFCA. All Each Borrower hereby subordinates any claims, including any rights and claims of at law or in equity to payment, subrogation, reimbursement, exoneration, contribution, indemnificationindemnification or set off, and reimbursement under this Section 11.20 shall be subordinate in right of payment that it may have at any time against any other Loan Party, howsoever arising, to the prior payment in full in cash of the its Obligations. The provisions of this Section 11.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Obligations as joint and several obligor obligors under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Loans made to another Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party (an “Accommodation Payment”), then then, to the extent that such Borrower has not received the benefit of such repaid Obligations (whether through an inter-company loan or otherwise), the Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers in an amount, for each of such other Borrower PartiesBorrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower PartyBorrower’s “Allocable Amount Amount” (as defined below) and the denominator of which fraction is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “Allocable Amount” of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (a) rendering such Borrower Party “insolvent” within the meaning of Section 101(31) of Title 11 of the United States Code entitled “Bankruptcy” (the “Bankruptcy Code”), Section 2 of the Uniform Fraudulent Transfer Act (the “UFTA”) ), or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 4 of the UFCA, or (c) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Code, Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, indemnification and reimbursement under this Section 11.20 3.13 shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 11.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Obligations as joint and several obligor obligors under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Loans made to another Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party (an “Accommodation Payment”), then then, to the extent that such Borrower has not received the benefit of such repaid Obligations (whether through an inter-company loan or otherwise), the Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers in an amount, for each of such other Borrower PartiesBorrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower PartyBorrower’s “Allocable Amount Amount” (as defined below) and the denominator of which fraction is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “Allocable Amount” of each Borrower Party shall be equal to the greater of (a) the amount of such repaid Obligations actually received by such Borrower (whether through an inter-company loan or otherwise), and (b) maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (ai) rendering such Borrower Party “insolvent” within the meaning of Section 101(31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (the “UFTA”) ), or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (bii) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 4 of the UFCA, or (ciii) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Code, Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, indemnification and reimbursement under this Section 11.20 3.14 shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 11.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Obligations as joint and several obligor obligors under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Loans made to another Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party (an “Accommodation Payment”), then the Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers in an amount, for each of such other Borrower PartiesBorrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower PartyBorrower’s “Allocable Amount Amount” (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “Allocable Amount” of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (a) rendering such Borrower Party “insolvent” within the meaning of Section 101(31101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (bii) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (ciii) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, indemnification and reimbursement under this Section 11.20 section shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 11.20 section shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Obligations as joint and several obligor under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Revolving Loans made to another Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party (an “Accommodation Payment”), then the Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers in an amount, for each of such other Borrower PartiesBorrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower PartyBorrower’s Allocable Amount (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “Allocable Amount” of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (a) rendering such Borrower Party “insolvent” within the meaning of Section 101(31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, and reimbursement under this Section 11.20 shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 11.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Obligations as a joint and several obligor under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Loans made to another Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party (an “Accommodation Payment”), then the Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers in an amount, for each of such other Borrower PartiesBorrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower PartyBorrower’s Allocable Amount (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “Allocable Amount” of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (a) rendering such Borrower Party “insolvent” within the meaning of Section 101(31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, and reimbursement under this Section 11.20 shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 11.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Obligations as joint and several obligor obligors under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Loans made to (or reimbursement obligations relating to Letters of Credit issued for the account of) another Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party (an “Accommodation Payment”), then the Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers in an amount, for each of such other Borrower PartiesBorrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower PartyBorrower’s “Allocable Amount Amount” (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “Allocable Amount” of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (a) rendering such Borrower Party “insolvent” within the meaning of Section 101(31) of Title 11 of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (the “UFTA”) ), or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 4 of the UFCA, or (c) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Code, Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, indemnification and reimbursement under this Section 11.20 2.13 shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 11.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Obligations as joint and several obligor obligors under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Loans made to another Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party (an “"Accommodation Payment”"), then the Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers in an amount, for each of such other Borrower PartiesBorrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower Party’s Borrower's "Allocable Amount Amount" (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “"Allocable Amount” " of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (a) rendering such Borrower Party “"insolvent” " within the meaning of Section 101(31) of the Bankruptcy CodeCode , Section 2 of the Uniform Fraudulent Transfer Act (“the "UFTA”") or Section 2 of the Uniform Fraudulent Conveyance Act (“the "UFCA”"), (bii) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (ciii) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, indemnification and reimbursement under this Section 11.20 section shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 11.20 section shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Obligations as joint and several obligor obligors under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Revolving Loans made to another Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party (an “Accommodation Payment”"ACCOMMODATION PAYMENT"), then the Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers in an amount, for each of such other Borrower PartiesBorrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower Party’s Borrower's Allocable Amount (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “Allocable Amount” "ALLOCABLE AMOUNT" of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (a) rendering such Borrower Party “"insolvent” " within the meaning of Section 101(31101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“"UFTA”") or Section 2 of the Uniform Fraudulent Conveyance Act (“"UFCA”"), (b) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, and reimbursement under this Section 11.20 shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 11.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification among the Borrowers. (a) Each Borrower Party is obligated to repay the Secured Obligations as joint and several obligor obligors under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, repay any of the Secured Obligations constituting Loans Advances made to another Borrower Party hereunder or other Secured Obligations incurred directly and primarily by any other Borrower Party (an “"Accommodation Payment”"), then the Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers in an amount, for each of such other Borrower PartiesBorrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower Party’s Borrower's "Allocable Amount Amount" (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “"Allocable Amount” " of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (a) rendering such Borrower Party “"insolvent” " within the meaning of Section 101(31) of the Bankruptcy Code, Code Section 2 of the Uniform Fraudulent Transfer Act (“the "UFTA”) "), or Section 2 of the Uniform Fraudulent Conveyance Act (“the "UFCA”"), (b) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, indemnification and reimbursement under this Section 11.20 shall be subordinate in right of payment to the prior payment in full of the Secured Obligations. Each agreement, consent, warranty, representation or obligation of the Borrowers hereunder shall be deemed to be made or to have been made by the Borrowers on a joint and several basis. The provisions of this Section 11.20 shall, to the extent expressly inconsistent with any provision in any Loan DocumentDocuments, supersede such inconsistent provision.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Obligations as a joint and several obligor under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, sell any of its assets to satisfy or otherwise repay any of the Obligations constituting Loans made to another Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party (an “Accommodation Payment”), then the Borrower Party Company making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers, in an amount, for each of such other Borrower PartiesBorrowers, if any, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower PartyBorrower’s Allocable Amount (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “Allocable Amount” of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (a) rendering such Borrower Party “insolvent” within the meaning of Section 101(31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, 155 and reimbursement under this Section 11.20 shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 11.20 11.19 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision. If any Borrower discharges the Obligation (or any part of it) pursuant to Section 11.18, the corresponding claim against the relevant Loan Party shall not pass over and no rights and claims of the Secured Parties under any Loan Document shall pass to any Loan Party by subrogation or otherwise.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Obligations as joint and several obligor obligors under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Loans made to another Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party (an “"Accommodation Payment”"), then the Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers in an amount, for each of such other Borrower PartiesBorrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower Party’s Borrower's "Allocable Amount Amount" (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “"Allocable Amount” " of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (a) rendering such Borrower Party “"insolvent” " within the meaning of Section 101(31101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“"UFTA”") or Section 2 of the Uniform Fraudulent Conveyance Act (“"UFCA”"), (bii) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (ciii) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, subrogation and reimbursement under this Section 11.20 section shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 11.20 section shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Obligations as joint and several obligor obligors under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Revolving Loans made to another Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party (an “"Accommodation Payment”"), then the Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers in an amount, for each of such other Borrower PartiesBorrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower Party’s Borrower's Allocable Amount (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “"Allocable Amount” " of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (a) rendering such Borrower Party “"insolvent” " within the meaning of Section 101(31101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“"UFTA”") or Section 2 of the Uniform Fraudulent Conveyance Act (“"UFCA”"), (b) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, and reimbursement under this Section 11.20 shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 11.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Obligations as a joint and several obligor under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Loans made to another Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party with respect to the Loans and each other extension of credit made hereunder (an “Accommodation Payment”), then the such Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers in an amount, for each of such other Borrower PartiesBorrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower PartyBorrower’s Allocable Amount (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “Allocable Amount” of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (a) rendering such Borrower Party “insolvent” within the meaning of Section 101(31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, and reimbursement under this Section 11.20 shall be subordinate in right of payment to the prior payment in full of the ObligationsObligations under this Agreement. The provisions of this Section 11.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Obligations as joint and several obligor obligors under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Loans the Term Loan made to another Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party (an “"Accommodation Payment”"), then the Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers in an amount, for each of such other Borrower PartiesBorrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower Party’s Borrower's "Allocable Amount Amount" (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “"Allocable Amount” " of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (ai) rendering such Borrower Party “"insolvent” " within the meaning of Section 101(31) of the Bankruptcy Code, Code Section 2 of the Uniform Fraudulent Transfer Act (“the "UFTA”) "), or Section 2 of the Uniform Fraudulent Conveyance Act (“the "UFCA”"), (bii) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (ciii) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, indemnification and reimbursement under this Section 11.20 shall be subordinate in right of payment to the prior payment in full of the Obligations. Each agreement, consent, warranty, representation or obligation of the Borrowers hereunder shall be deemed to be made or to have been made by the Borrowers on a joint and several basis. The provisions of this Section 11.20 shall, to the extent expressly inconsistent with any provision in any Loan DocumentDocuments, supersede such inconsistent provision.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Total Obligations as joint and several obligor obligors under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, repay any of the Total Obligations constituting Loans made to another Borrower Party hereunder or other Total Obligations incurred directly and primarily by any other Borrower Party (an “"Accommodation Payment”"), then the Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers in an amount, for each of such other Borrower PartiesBorrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower Party’s Borrower's Allocable Amount (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “"Allocable Amount” " of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (a) rendering such Borrower Party “"insolvent” " within the meaning of Section 101(31101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“"UFTA”") or Section 2 of the Uniform Fraudulent Conveyance Act (“"UFCA”"), (b) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, and reimbursement under this Section 11.20 shall be subordinate in right of payment to the prior payment in full of the Total Obligations. The provisions of this Section 11.20 shall, to the extent expressly inconsistent with any provision in any Loan Credit Document, supersede such inconsistent provision.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Obligations as joint and several obligor obligors under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Loans made to another Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party (an “"Accommodation Payment”"), then the Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers in an amount, for each of such other Borrower PartiesBorrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower Party’s Borrower's "Allocable Amount Amount" (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “"Allocable Amount” " of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (a) rendering such Borrower Party “"insolvent” " within the meaning of Section 101(31101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“"UFTA”") or Section 2 of the Uniform Fraudulent Conveyance Act (“"UFCA”"), (bii) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (ciii) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, indemnification and reimbursement under this Section 11.20 shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 11.20 section shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Obligations as joint and several obligor obligors under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Loans made to another Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party (an “"Accommodation Payment”"), then the Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers in an amount, for each of such other Borrower PartiesBorrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower Party’s Borrower's "Allocable Amount Amount" (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “"Allocable Amount” " of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (a) rendering such Borrower Party “"insolvent” " within the meaning of Section 101(31) of Title 11 of the United States Code entitled "Bankruptcy" (the "Bankruptcy Code"), Section 2 of the Uniform Fraudulent Transfer Act (“the "UFTA”) "), or Section 2 of the Uniform Fraudulent Conveyance Act (“"UFCA”"), (b) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 4 of the UFCA, or (c) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Code, Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, indemnification and reimbursement under this Section 11.20 2.18 shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 11.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Obligations as joint and several obligor under this Agreement. To the extent that any Borrower Party (the "Paying Borrower") shall, under this Agreement as a joint and several obligorobligor in respect of Obligations of any other Borrower, repay any of the Obligations constituting Loans made to another any other Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party (such other Borrower herein called the "Incurring Borrower", and the payment made by the Paying Borrower for Loans made to or Obligations incurred by the Incurring Borrower herein called an “"Accommodation Payment”"), then the Paying Borrower Party making shall be entitled to reimbursement of such Accommodation Payment from the Incurring Borrower and shall further be entitled to contribution and indemnification from, and to be reimbursed by, each of the other Borrower Parties Borrowers (the "Other Borrowers") in an amount, for each of such other Borrower PartiesOther Borrower, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower Party’s Other Borrower's "Allocable Amount Amount" (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers other than the Incurring Borrower. As of any date of determination, the “"Allocable Amount” " of each any Borrower Party (other than the Incurring Borrower) in respect of any Accommodation Payment shall be equal to the maximum amount of liability for such Accommodation Payments Payment which could be asserted against such Borrower Party hereunder without (ai) rendering such Borrower Party “"insolvent” " within the meaning of Section 101(31) of the U.S. Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“"UFTA”") or Section 2 of the Uniform Fraudulent Conveyance Act (“"UFCA”"), (bii) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the U.S. Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (ciii) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the U.S. Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA, or (iv) in the case of a Borrower that is organized or registered outside of the United States of America, voiding or making unenforceable or illegal such liability or payment as against such Borrower under applicable foreign law. All rights and claims of contribution, indemnification, indemnification and reimbursement under this Section 11.20 section shall be subordinate in right of payment to the prior payment in full of all Obligations of all the ObligationsBorrowers. The provisions of this Section 11.20 section shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision. The failure or inability of any Borrower to recover from any other Borrower such other Borrower's share of any Accommodation Payment made by such Borrower, or the unenforceability as to any Borrower of any of the foregoing provisions of this Section 13.2, shall not limit or otherwise affect any Borrower's joint and several obligations hereunder. In no event shall any Paying Borrower be entitled to any payment from the other Borrowers in respect of any Accommodation Payment made by such Paying Borrower in excess of the amount of such Accommodation Payment.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Obligations as a joint and several obligor under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligorobligor under this Agreement, repay any of the Obligations constituting Loans made to another Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party and to the extent any other Borrower makes any transfer (including any payment, grant, guaranty, or granting of a Lien) pursuant to this Agreement (any such payment or transfer being referred to herein as an “"Accommodation Payment”"), then the Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers in an amount, for each of such other Borrower PartiesBorrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower Party’s Borrower's Allocable Amount (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “"Allocable Amount” " of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which that could be asserted against such Borrower Party hereunder without (a) rendering such Borrower Party “"insolvent” " within the meaning of Section 101(31101 (32) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“"UFTA”") or Section 2 of the Uniform Fraudulent Conveyance Act (“"UFCA”"), (b) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, and reimbursement under this Section 11.20 shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 11.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Obligations as joint and several obligor obligors under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Loans made to another Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party (an “Accommodation Payment”), then the Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers in an amount, for each of such other Borrower PartiesBorrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower PartyBorrower’s “Allocable Amount Amount” (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “Allocable Amount” of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (a) rendering such Borrower Party “insolvent” within the meaning of Section 101(31) of Title 11 of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (the “UFTA”) ), or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 4 of the UFCA, or (c) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Code, Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, indemnification and reimbursement under this Section 11.20 2.13 shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 11.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification among the Borrowers. Each Borrower Party is The Borrowers are obligated to repay the Obligations as joint and several obligor obligors under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Loans made to another Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party (an “"Accommodation Payment”"), then the Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers in an amount, for each of such other Borrower PartiesBorrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower Party’s Borrower's "Allocable Amount Amount" (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “"Allocable Amount” " of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (a) rendering such Borrower Party “"insolvent” " within the meaning of Section 101(31101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“"UFTA”") or Section 2 of the Uniform Fraudulent Conveyance Act (“"UFCA”"), (bii) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (ciii) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, indemnification and reimbursement under this Section 11.20 shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 11.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Obligations as joint and several obligor obligors under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Loans made to another Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party (an “"Accommodation Payment”"), then the Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers in an amount, for each of such other Borrower PartiesBorrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower Party’s Borrower's "Allocable Amount Amount" (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “"Allocable Amount” " of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (a) rendering such Borrower Party “"insolvent” " within the meaning of Section 101(31) of the Bankruptcy Code, Code Section 2 of the Uniform Fraudulent Transfer Act (“the "UFTA”) "), or Section 2 of the Uniform Fraudulent Conveyance Act (“the "UFCA”"), (b) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, indemnification and reimbursement under this Section 11.20 shall be subordinate in right of payment to the prior payment in full of the Obligations. Each agreement, consent, warranty, representation or obligation of the Borrowers hereunder shall be deemed to be made or to have been made by the Borrowers on a joint and several basis. The provisions of this Section 11.20 shall, to the extent expressly inconsistent with any provision in any Loan DocumentDocuments, supersede such inconsistent provision.

Contribution and Indemnification among the Borrowers. Each U.S. Borrower Party is obligated to repay the U.S. Obligations as joint and several obligor obligors under this Agreement. To the extent that any U.S. Borrower Party shall, under this Agreement or under any note issued in respect of U.S. Revolving Loans or Specified Loans as a joint and several obligor, repay any of the U.S. Obligations constituting Loans made to another U.S. Borrower Party hereunder or other U.S. Obligations incurred directly and primarily by any other U.S. Borrower Party (an “Accommodation Payment”), then the U.S. Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties U.S. Borrowers in an amount, for each of such other Borrower PartiesU.S. Borrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower PartyU.S. Borrower’s “Allocable Amount Amount” (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “Allocable Amount” of each U.S. Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (a) rendering such U.S. Borrower Party “insolvent” within the meaning of Section 101(31) of Title 11 of the United States Code entitled “Bankruptcy” (the “Bankruptcy Code”), Section 2 of the Uniform Fraudulent Transfer Act (the “UFTA”) ), or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such U.S. Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 4 of the UFCA, or (c) leaving such U.S. Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Code, Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, indemnification and reimbursement under this Section 11.20 4.12 shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 11.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Obligations as joint and several obligor obligors under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Loans made to another Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party (an “"Accommodation Payment”"), then the Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers in an amount, for each of such other Borrower PartiesBorrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower Party’s Borrower's "Allocable Amount Amount" (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “"Allocable Amount” " of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (a) rendering such Borrower Party “"insolvent” " within the meaning of Section 101(31101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“"UFTA”") or Section 2 of the Uniform Fraudulent Conveyance Act (“"UFCA”"), (bii) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (ciii) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, indemnification and reimbursement under this Section 11.20 shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 11.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Obligations as joint and several obligor under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Revolving Loans made to another Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party (an “Accommodation Payment”), then the Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers in an amount, for each of such other Borrower PartiesBorrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower PartyBorrower’s Allocable Amount (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “Allocable Amount” of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (a) rendering such Borrower Party “insolvent” within the meaning of Section 101(31101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, and reimbursement under this Section 11.20 shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 11.20 shall, to the extent NYDOCS01/1270096.12 Xxxxx – A&R Revolving Credit Agreement expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Obligations as joint and several obligor obligors under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Loans made to another Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party (an “"Accommodation Payment”"), then the Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers in an amount, for each of such other Borrower PartiesBorrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower Party’s Borrower's "Allocable Amount Amount" (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “"Allocable Amount” " of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (a) rendering such Borrower Party “"insolvent” " within the meaning of Section 101(31) of Title 11 of the United States Code entitled "Bankruptcy" (the "Bankruptcy Code"), Section 2 of the Uniform Fraudulent Transfer Act (“the "UFTA”) "), or Section 2 of the Uniform Fraudulent Conveyance Act (“"UFCA”"), (b) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 4 of the UFCA, or (c) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Code, Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, indemnification and reimbursement under this Section 11.20 2.20 shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 11.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Obligations as joint and several obligor obligors under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Loans Advances made to another Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party (an “"Accommodation Payment”"), then the Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers in an amount, for each of such other Borrower PartiesBorrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower Party’s Borrower's "Allocable Amount Amount" (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “"Allocable Amount” " of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (a) rendering such Borrower Party “"insolvent” " within the meaning of Section 101(31101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“"UFTA”") or Section 2 of the Uniform Fraudulent Conveyance Act (“"UFCA”"), (bii) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (ciii) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, indemnification and reimbursement under this Section 11.20 shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 11.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Obligations under the Subfacility for which it is eligible to make a Borrowing pursuant to Section 2.01(a) of this Agreement as a joint and several obligor under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Loans made to another Borrower Party hereunder with respect to such Subfacility or other Obligations incurred directly and primarily by any other Borrower Party with respect to such Subfacility (an “Accommodation Payment”), then the Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers in an amount, for each of such other Borrower PartiesBorrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower PartyBorrower’s Allocable Amount (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “Allocable Amount” of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (a) rendering such Borrower Party “insolvent” within the meaning of Section 101(31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, and reimbursement under this Section 11.20 shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 11.20 shall, to the extent expressly inconsistent with any provision in any Loan DocumentDocument (other than Section 10.29 of this Agreement), supersede such inconsistent provision.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Obligations as joint and several obligor obligors under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Revolving Loans made to another Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party (an “Accommodation Payment”), then the Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers in an amount, for each of such other Borrower PartiesBorrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower PartyBorrower’s Allocable Amount (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “Allocable Amount” of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (a) rendering such Borrower Party “insolvent” within the meaning of Section 101(31101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, and reimbursement under this Section 11.20 shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 11.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Obligations as joint and several obligor obligors under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Loans made to another Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party (an “Accommodation Payment”), then the Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers in an amount, for each of such other Borrower PartiesBorrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower PartyBorrower’s Allocable Amount (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “Allocable Amount” of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (a) rendering such Borrower Party “insolvent” within the meaning of Section 101(31101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, and reimbursement under this Section 11.20 shall be subordinate in right of payment to the prior payment in full of the Obligations, and no payment shall be made or received by any Borrower with respect to any such right or claim unless and until all Obligations have been paid in full and all Commitments have terminated or expired. The provisions of this Section 11.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Obligations as joint and several obligor obligors under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Revolving Loans made to another Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party (an “"Accommodation Payment”"), then the Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers in an amount, for each of such other Borrower PartiesBorrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower Party’s Borrower's Allocable Amount (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “"Allocable Amount” " of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (a) rendering such Borrower Party “"insolvent” " within the meaning of Section 101(31101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“"UFTA”") or Section 2 of the Uniform Fraudulent Conveyance Act (“"UFCA”"), (b) leaving such Borrower Party with unreasonably small capital LOAN AND SECURITY AGREEMENT - Page 130 or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, and reimbursement under this Section 11.20 shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 11.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Obligations as joint and several obligor obligors under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Loans made to another Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party (an “"Accommodation Payment”"), then the Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers in an amount, for each of such other Borrower PartiesBorrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower Party’s Borrower's "Allocable Amount Amount" (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “"Allocable Amount” " of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (a) rendering such Borrower Party “"insolvent” " within the meaning of Section 101(31) of Title 11 of the United States Code entitled "Bankruptcy" (the "Bankruptcy Code"), Section 2 of the Uniform Fraudulent Transfer Act (“the "UFTA”) "), or Section 2 of the Uniform Fraudulent Conveyance Act (“"UFCA”"), (b) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 4 of the UFCA, or (c) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Code, Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, indemnification and reimbursement under this Section 11.20 2.8 shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 11.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Obligations as a joint and several obligor under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, sell any of its assets to satisfy or otherwise repay any of the Obligations constituting Loans made to another Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party (an “Accommodation Payment”), then the Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers, in an amount, for each of such other Borrower PartiesBorrowers, if any, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower PartyBorrower’s Allocable Amount (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “Allocable Amount” of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (a) rendering such Borrower Party “insolvent” within the meaning of Section 101(31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, and reimbursement under this Section 11.20 shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of 151 this Section 11.20 11.19 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision. If any Borrower discharges the Obligation (or any part of it) pursuant to Section 11.18, the corresponding claim against the relevant Loan Party shall not pass over and no rights and claims of the Secured Parties under any Loan Document shall pass to any Loan Party by subrogation or otherwise.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Obligations as joint and several obligor under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Loans made to another Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party (an “"Accommodation Payment”"), then the Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers in an amount, for each of such other Borrower PartiesBorrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower Party’s Borrower's "Allocable Amount Amount" (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “"Allocable Amount” " of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (a) rendering such Borrower Party “"insolvent” " within the meaning of Section 101(31101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“"UFTA”") or Section 2 of the Uniform Fraudulent Conveyance Act (“"UFCA”"), (b) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Code, Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, indemnification and reimbursement under this Section 11.20 section shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 11.20 section shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Total Obligations as joint and several obligor obligors under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, repay any of the Total Obligations constituting Loans made to another Borrower Party hereunder or other Total Obligations incurred directly and primarily by any other Borrower Party (an “"Accommodation Payment”"), then the Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers in an amount, for each of such other Borrower PartiesBorrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower Party’s Borrower's Allocable Amount (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “"Allocable Amount” " of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (a) rendering such Borrower Party “"insolvent” " within the meaning of Section 101(31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“"UFTA”) "), or Section 2 of the Uniform Fraudulent Conveyance Act (“"UFCA”"), (b) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, and reimbursement under this Section 11.20 shall be subordinate in right of payment to the prior payment in full of the Total Obligations. The provisions of this Section 11.20 13.19 shall, to the extent expressly inconsistent with any provision in any Loan Credit Document, supersede such inconsistent provision.

Contribution and Indemnification among the Borrowers. Each Borrower Party is --------------------------------------------------------- obligated to repay the Obligations as joint and several obligor obligors under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Loans made to another Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party (an “"Accommodation Payment”"), then the Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers in an amount, for each of such other Borrower PartiesBorrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower Party’s Borrower's "Allocable Amount Amount" (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “"Allocable Amount” " of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (a) rendering such Borrower Party “"insolvent” " within the meaning of Section 101(31101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“"UFTA”") or Section 2 of the Uniform Fraudulent Conveyance Act (“"UFCA”"), (bii) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (ciii) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, and reimbursement under this Section 11.20 shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 11.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.or

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Obligations as joint and several obligor obligors under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Loans made to another Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party (an “"Accommodation Payment”"), then the Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers in an amount, for each of such other Borrower PartiesBorrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower Party’s Borrower's Allocable Amount (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “"Allocable Amount” " of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (a) rendering such Borrower Party “"insolvent” " within the meaning of Section 101(31101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“"UFTA”") or Section 2 of the Uniform Fraudulent Conveyance Act (“"UFCA”"), (b) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, and reimbursement under this Section 11.20 shall be subordinate in right of payment to the prior payment in full of the Obligations, and no payment shall be made or received by any Borrower with respect to any such right or claim unless and until all Obligations have been paid in full and all Commitments have terminated or expired. The provisions of this Section 11.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Obligations as joint and several obligor obligors under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Loans or L/C Obligations made to or incurred by another Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party (an “Accommodation Payment”), then the Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers in an amount, for each of such other Borrower PartiesBorrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower PartyBorrower’s “Allocable Amount Amount” (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “Allocable Amount” of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder; provided that, in relation to any Borrower that is a Domestic Subsidiary, such Allocable Amount shall be equal to such maximum amount that could be asserted against such Borrower hereunder without (a) rendering such Borrower Party “insolvent” within the meaning of Section 101(31101 (32) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (bii) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (ciii) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, indemnification and reimbursement under this Section 11.20 shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 11.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Obligations as joint and several obligor under this Agreement. To the ---------------------------------------------------- extent that any Borrower Party (the "Paying Borrower") shall, under this Agreement as a joint and several obligorobligor in respect of Obligations of any other Borrower, repay any of the Obligations constituting Loans made to another any other Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party (such other Borrower herein called the "Incurring Borrower", and the payment made by the Paying Borrower for Loans made to or Obligations incurred by the Incurring Borrower herein called an “"Accommodation Payment”"), then the Paying Borrower Party making shall be entitled to reimbursement of such Accommodation Payment from the Incurring Borrower and, subject to the last sentence of Section 13.1(a), shall further --------------- be entitled to contribution and indemnification from, and to be reimbursed by, each of the other Borrower Parties Borrowers (the "Other Borrowers") in an amount, for each of such other Borrower PartiesOther Borrower, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower Party’s Other Borrower's "Allocable Amount Amount" (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers other than the Incurring Borrower. As of any date of determination, the “"Allocable Amount” " of each any Borrower Party (other than the Incurring Borrower) in respect of any Accommodation Payment shall be equal to the maximum amount of liability for such Accommodation Payments Payment which could be asserted against such Borrower Party hereunder without (ai) rendering such Borrower Party “"insolvent” " within the meaning of Section 101(31) of the Bankruptcy Code, Section 2 of the U.S. Uniform Fraudulent Transfer Act (“"UFTA”") or Section 2 of the Uniform Fraudulent Conveyance Act (“"UFCA”"), (bii) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (ciii) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA, or (iv) in the case of a Borrower that is organized or registered outside of the United States of America, voiding or making S-67 Second Amended and Restated Credit Agreement unenforceable or illegal such liability or payment as against such Borrower under applicable foreign law. All rights and claims of contribution, indemnification, indemnification and reimbursement under this Section 11.20 section shall be subordinate in right of payment to the prior payment in full of all Obligations of all the ObligationsBorrowers. The provisions of this Section 11.20 13.2 shall, to the extent ------------ expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision. The failure or inability of any Borrower to recover from any other Borrower such other Borrower's share of any Accommodation Payment made by such Borrower, or the unenforceability as to any Borrower of any of the foregoing provisions of this Section 13.2, shall ------------ not limit or otherwise affect any Borrower's joint and several obligations hereunder. In no event shall any Paying Borrower be entitled to any payment from the other Borrowers in respect of any Accommodation Payment made by such Paying Borrower in excess of the amount of such Accommodation Payment.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Obligations as a joint and several obligor under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, sell any of its assets to satisfy or otherwise repay any of the Obligations constituting Loans made to another Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party (an “Accommodation Payment”), then the Borrower Party Company making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers, in an amount, for each of such other Borrower PartiesBorrowers, if any, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower PartyBorrower’s Allocable Amount (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “Allocable Amount” of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (a) rendering such Borrower Party “insolvent” within the meaning of Section 101(31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, and reimbursement under this Section 11.20 11.19 shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 11.20 11.19 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision. If any Borrower discharges the Obligation (or any part of it) pursuant to Section 11.18, the corresponding claim against the relevant Loan Party shall not pass over and no rights and claims of the Secured Parties under any Loan Document shall pass to any Loan Party by subrogation or otherwise.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Obligations as joint and several obligor obligors under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Loans made to another Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party (an “"Accommodation Payment”"), then the Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers in an amount, for each of such other Borrower PartiesBorrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower PartyBorrower’s "Allocable Amount Amount" (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “"Allocable Amount” " of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (a) rendering such Borrower Party “"insolvent” " within the meaning of Section 101(31) of Title 11 of the United States Code entitled "Bankruptcy" (the "Bankruptcy Code"), Section 2 of the Uniform Fraudulent Transfer Act (“the "UFTA”) or "), Section 2 of the Uniform Fraudulent Conveyance Act (“"UFCA”"), or Section 18-2-22 of the Official Code of Georgia Annotated, (b) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 4 of the UFCA, or (c) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Code, Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, indemnification and reimbursement under this Section 11.20 3.15 shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 11.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Obligations as joint and several obligor obligors under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Loans made to another Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party (an “Accommodation Payment”), then the Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers in an amount, for each of such other Borrower PartiesBorrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower PartyBorrower’s “Allocable Amount Amount” (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “Allocable Amount” of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (a) rendering such Borrower Party “insolvent” within the meaning of Section 101(31) of Title 11 of the United States Code entitled “Bankruptcy” (as amended, the “Bankruptcy Code”), Section 2 of the Uniform Fraudulent Transfer Act (as amended, the “UFTA”) ), or Section 2 of the Uniform Fraudulent Conveyance Act (as amended, the “UFCA”), (b) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 4 of the UFCA, or (c) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Code, Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, indemnification and reimbursement under this Section 11.20 2.11 shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 11.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification among the Borrowers. Each Borrower Party is ---------------------------------------------------- obligated to repay the Obligations as joint and several obligor obligors under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Loans made to another Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party (an “"Accommodation Payment”"), then the Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers in an amount, for each of such other Borrower PartiesBorrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower Party’s Borrower's "Allocable Amount Amount" (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “"Allocable Amount” " of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (ai) rendering such Borrower Party “"insolvent” " within the meaning of Section 101(31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“the "UFTA”) "), or Section 2 of the Uniform Fraudulent Conveyance Act (“the "UFCA”"), (bii) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (ciii) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, indemnification and reimbursement under this Section 11.20 shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 11.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Obligations as joint and several obligor obligors under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Revolving Loans made to another Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party (an “Accommodation Payment”), then the Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers in an amount, for each of such other Borrower PartiesBorrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower PartyBorrower’s Allocable Amount (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “Allocable Amount” of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (a) rendering such Borrower Party “insolvent” within the meaning of Section 101(31101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, and reimbursement under this Section 11.20 shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 11.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Obligations as joint and several obligor under this Agreement. To ---------------------------------------------------- the extent that any Borrower Party (the "Paying Borrower") shall, under this Agreement as a joint and several obligorobligor in respect of Obligations of any other Borrower, repay any of the Obligations constituting Loans made to another any other Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party (such other Borrower herein called the "Incurring Borrower", and the payment made by the Paying Borrower for Loans made to or Obligations incurred by the Incurring Borrower herein called an “"Accommodation Payment”"), then the Paying Borrower Party making shall be entitled to reimbursement of such Accommodation Payment from the Incurring Borrower and, subject to the last sentence of Section 13.1(a), shall further --------------- be entitled to contribution and indemnification from, and to be reimbursed by, each of the other Borrower Parties Borrowers (the "Other Borrowers") in an amount, for each of such other Borrower PartiesOther Borrower, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower Party’s Other Borrower's "Allocable Amount Amount" (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers other than the Incurring Borrower. As of any date of determination, the “"Allocable Amount” " of each any Borrower Party (other than the Incurring Borrower) in respect of any Accommodation Payment shall be equal to the maximum amount of liability for such Accommodation Payments Payment which could be asserted against such Borrower Party hereunder without (ai) rendering such Borrower Party “"insolvent” " within the meaning of Section 101(31) of the Bankruptcy Code, Section 2 of the U.S. Uniform Fraudulent Transfer Act (“"UFTA”") or Section 2 of the Uniform Fraudulent Conveyance Act (“"UFCA”"), (bii) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (ciii) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA, or (iv) in the case of a Borrower that is organized or registered outside of the United States of America, voiding or making unenforceable or illegal such liability or payment as against such Borrower under applicable foreign law. All rights and claims of contribution, indemnification, indemnification and reimbursement under this Section 11.20 section shall be subordinate in right of payment to the prior payment in full of all Obligations of all the ObligationsBorrowers. The provisions of this Section 11.20 13.2 shall, to the extent expressly inconsistent with any provision ------------ in any Loan Document, supersede such inconsistent provision. The failure or inability of any Borrower to recover from any other Borrower such other Borrower's share of any Accommodation Payment made by such Borrower, or the unenforceability as to any Borrower of any of the foregoing provisions of this Section 13.2, shall ------------ not limit or otherwise affect any Borrower's joint and several obligations hereunder. In no event shall any Paying Borrower be entitled to any payment from the other Borrowers in respect of any Accommodation Payment made by such Paying Borrower in excess of the amount of such Accommodation Payment.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Obligations as joint and several obligor obligors under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Loans made to another Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party (an “"Accommodation Payment”"), then the Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers in an amount, for each of such other Borrower PartiesBorrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower Party’s Borrower's "Allocable Amount Amount" (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “"Allocable Amount” " of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (ai) rendering such Borrower Party “"insolvent” " within the meaning of Section 101(31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“the "UFTA”) "), or Section 2 of the Uniform Fraudulent Conveyance Act (“the "UFCA”"), (bii) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (ciii) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, indemnification and reimbursement under this Section 11.20 shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 11.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Obligations as a joint and several obligor under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligorobligor under this Agreement, repay any of the Obligations constituting Loans made to another Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party and to the extent any other Borrower makes any transfer (including any payment, grant, guaranty, or granting of a Lien) pursuant to this Agreement (any such payment or transfer being referred to herein as an “Accommodation Payment”), then the Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers in an amount, for each of such other Borrower PartiesBorrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower PartyBorrower’s Allocable Amount (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “Allocable Amount” of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which that could be asserted against such Borrower Party hereunder without (a) rendering such Borrower Party “insolvent” within the meaning of Section 101(31101 (32) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, and reimbursement under this Section 11.20 shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 11.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Obligations as joint and several obligor obligors under this AgreementAgreement as provided in Section 15.1(c) above. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Loans Advances made to another Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party and to the extent any other Borrower makes any transfer (including any payment, grant, guaranty, or granting of a Lien) pursuant to this Agreement (any such payment or transfer being referred to herein as an “"Accommodation Payment”), then the Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers in an amount, for each of such other Borrower PartiesBorrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower PartyBorrower’s Allocable Amount (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “"Allocable Amount” of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (a) rendering such Borrower Party “insolvent” within the meaning of Section 101(31101 (32) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, and reimbursement under this Section 11.20 shall be subordinate in right of payment to the prior indefeasible payment in full of the ObligationsObligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) in immediately available funds. The provisions of this Section 11.20 shall, to the extent expressly inconsistent with any provision in any Loan Other Document, supersede such inconsistent provision.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Obligations as a joint and several obligor under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, sell any of its assets to satisfy or otherwise repay any of the Obligations constituting Loans made to another Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party (an “Accommodation Payment”), then the Borrower Party Company making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers, in an amount, for each of such other Borrower PartiesBorrowers, if any, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower Party166 Borrower’s Allocable Amount (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “Allocable Amount” of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (a) rendering such Borrower Party “insolvent” within the meaning of Section 101(31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, and reimbursement under this Section 11.20 11.19 shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 11.20 11.19 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision. If any Borrower discharges the Obligation (or any part of it) pursuant to Section 11.18, the corresponding claim against the relevant Loan Party shall not pass over and no rights and claims of the Secured Parties under any Loan Document shall pass to any Loan Party by subrogation or otherwise.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Facility Obligations as joint and several obligor under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Loans made to another Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party (shall make an “Accommodation Payment”), then the Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers in an amount, for each of such other Borrower PartiesBorrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower PartyBorrower’s Allocable Amount (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “Allocable Amount” of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (ai) rendering such Borrower Party “insolvent” within the meaning of Section 101(31101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (bii) leaving such Borrower Party with unreasonably small ABL CREDIT AGREEMENT capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (ciii) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, and reimbursement under this Section 11.20 9.18 shall be subordinate in right of payment to the prior payment in full of the ObligationsFacility Obligations (other than contingent indemnification obligations and Letters of Credit which have been Cash Collateralized pursuant to Section 2.09(b) or Backstopped). The provisions of this Section 11.20 9.18 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Obligations as joint and several obligor obligors under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Loans Credit Extensions made to or for the account of another Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party (an “Accommodation Payment”), then the Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers in an amount, for each of such other Borrower PartiesBorrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower PartyBorrower’s Allocable Amount (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “Allocable Amount” of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (a) rendering such Borrower Party “insolvent” within the meaning of Section 101(31101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Borrower Party with unreasonably small shall capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Code or Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, and reimbursement under this Section 11.20 shall be subordinate in right of payment to the prior payment in full of the Obligations, and shall not be exercised until the Obligations shall have been paid in full and this Agreement shall have been terminated. The provisions of this Section 11.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Obligations as joint and several obligor obligors under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Revolving Loans made to another Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party (an “"Accommodation Payment”"), then the Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers in an amount, for each of such other Borrower PartiesBorrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower Party’s Borrower's Allocable Amount (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “"Allocable Amount” " of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (a) rendering such Borrower Party “"insolvent” " within the meaning of Section 101(31101 (32) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“"UFTA”") or Section 2 of the Uniform Fraudulent Conveyance Act (“"UFCA”"), (b) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, and reimbursement under this Section 11.20 shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 11.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Obligations as joint and several obligor under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Revolving Loans made to another Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party (an “Accommodation Payment”), then the Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers in an amount, for each of such other Borrower PartiesBorrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower PartyBorrower’s Allocable Amount (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “Allocable Amount” of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (a) rendering such Borrower Party “insolvent” within the meaning of Section 101(31101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, and reimbursement under this Section 11.20 shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 11.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.. Amended and Restated Revolving Credit Agreement

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the DIP Obligations as joint and several obligor obligors under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, repay any of the DIP Obligations constituting Loans made to another Borrower Party the other Borrowers hereunder or other DIP Obligations incurred directly and primarily by any the other Borrower Party Borrowers (an “"Accommodation Payment”"), then the Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers in an amount, for each of such other Borrower Parties, amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower Party’s Allocable Amount (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower Parties. As of any date of determination, the “Allocable Amount” of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (a) rendering such Borrower Party “insolvent” within the meaning of Section 101(31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, indemnification and reimbursement under this Section 11.20 subsection 2.15 shall be subordinate in right of payment to the prior payment in full in Cash of the DIP Obligations. The provisions parties hereto acknowledge that the right to contribution hereunder shall constitute an asset of this Section 11.20 shallthe party to which such contribution is owing. Notwithstanding any of the foregoing to the contrary, such contribution arrangements shall not limit in any manner the joint and several nature of the DIP Obligations, limit, release or otherwise impair any rights of DIP Agent or any DIP Lender under the Loan Documents, or alter, limit or impair the obligation of each Borrower, which is absolute and unconditional, to repay the extent expressly inconsistent with DIP Obligations. The obligation of any provision Borrower to make any contribution to another Borrower under this subsection 2.15 shall be deemed an expense of administration of such Borrower arising under Section 503(b) of the Bankruptcy Code and shall be junior in any priority to all DIP Obligations of such Borrower under the Loan Document, supersede such inconsistent provisionDocuments.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Obligations as a joint and several obligor under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, repay any of 155 the Obligations constituting Loans made to another Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party (an “Accommodation Payment”), then the Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers in an amount, for each of such other Borrower PartiesBorrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower PartyBorrower’s Allocable Amount (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “Allocable Amount” of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (a) rendering such Borrower Party “insolvent” within the meaning of Section 101(31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, and reimbursement under this Section 11.20 shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 11.20 shall, to the extent expressly inconsistent with any provision in any Loan Credit Document, supersede such inconsistent provision.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Obligations as a joint and several obligor under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, sell any of its assets to satisfy or otherwise repay any of the Obligations constituting Loans made to another Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party (an “Accommodation Payment”), then the Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers, in an amount, for each of such other Borrower PartiesBorrowers, if any, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower PartyBorrower’s Allocable Amount (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “Allocable Amount” of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (a) rendering such Borrower Party “insolvent” within the meaning of Section 101(31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, and reimbursement under this Section 11.20 shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 11.20 11.19 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision. If any Borrower discharges the Obligation (or any part of it) pursuant to Section 11.18, the corresponding claim against the relevant Loan Party shall not pass over and no rights and claims of the Secured Parties under any Loan Document shall pass to any Loan Party by subrogation or otherwise.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Obligations as joint and several obligor obligors under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Loans made to another Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party (an “Accommodation Payment”), then the Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers in an amount, for each of such other Borrower PartiesBorrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower PartyBorrower’s “Allocable Amount Amount” (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “Allocable Amount” of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (a) rendering such Borrower Party “insolvent” within the meaning of Section 101(31101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, indemnification and reimbursement under this Section 11.20 section shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 11.20 section shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Obligations as joint and several obligor obligors under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Loans made to another Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party (an “"Accommodation Payment”"), then the Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers in an amount, for each of such other Borrower PartiesBorrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower Party’s Borrower's Allocable Amount (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “"Allocable Amount” " of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (a) rendering such Borrower Party “"insolvent” " within the meaning of Section 101(31101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“"UFTA”") or Section 2 of the Uniform Fraudulent Conveyance Act (“"UFCA”"), (b) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, and reimbursement under this Section 11.20 shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 11.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Obligations as joint and several obligor obligors under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Loans made to another Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party (an “"Accommodation Payment”"), then the Borrower Party making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers in an amount, for each of such other Borrower PartiesBorrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower Party’s Borrower's "Allocable Amount Amount" (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “"Allocable Amount” " of each Borrower Party shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (a) rendering such Borrower Party “"insolvent” " within the meaning of Section 101(31101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“"UFTA”") or Section 2 of the Uniform Fraudulent Conveyance Act (“"UFCA”"), (bii) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (ciii) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, indemnification and reimbursement under this Section 11.20 section shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 11.20 section shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Obligations as joint and several obligor obligors under this Agreement. To the extent that any Borrower Party shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Loans made to another Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party (an “"Accommodation ------------- Payment”"), then the Borrower Party making such Accommodation Payment shall be entitled ------- to contribution and indemnification from, and be reimbursed by, each of the other Borrower Parties Borrowers in an amount, for each of such other Borrower PartiesBorrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower Party’s Borrower's Allocable Amount (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers. As of any date of determination, the “"Allocable Amount” " of each Borrower Party shall be equal to the maximum amount of ---------------- liability for Accommodation Payments which could be asserted against such Borrower Party hereunder without (a) rendering such Borrower Party “"insolvent” " within the meaning of Section 101(31101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“"UFTA”") or Section 2 of the Uniform Fraudulent ---- Conveyance Act (“"UFCA”"), (b) leaving such Borrower Party with unreasonably small ---- capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, and reimbursement under this Section 11.20 shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 11.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification among the Borrowers. Each Borrower Party is obligated to repay the Obligations as joint and several obligor under this Agreement. To the extent that any Borrower Party (the “Paying Borrower”) shall, under this Agreement as a joint and several obligorobligor in respect of Obligations of any other Borrower, repay any of the Obligations constituting Loans made to another any other Borrower Party hereunder or other Obligations incurred directly and primarily by any other Borrower Party (such other Borrower herein called the “Incurring Borrower”, and the payment made by the Paying Borrower for Loans made to or Obligations incurred by the Incurring Borrower herein called an “Accommodation Payment”), then the Paying Borrower Party making shall be entitled to reimbursement of such Accommodation Payment from the Incurring Borrower and, subject to the last sentence of Section 13.1(a), shall further be entitled to contribution and indemnification from, and to be reimbursed by, each of the other Borrower Parties Borrowers (the “Other Borrowers”) in an amount, for each of such other Borrower PartiesOther Borrower, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower PartyOther Borrower’s “Allocable Amount Amount” (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Borrower PartiesBorrowers other than the Incurring Borrower. As of any date of determination, the “Allocable Amount” of each any Borrower Party (other than the Incurring Borrower) in respect of any Accommodation Payment shall be equal to the maximum amount of liability for such Accommodation Payments Payment which could be asserted against such Borrower Party hereunder without (ai) rendering such Borrower Party “insolvent” within the meaning of Section 101(31) of the Bankruptcy Code, Section 2 of the U.S. Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (bii) leaving such Borrower Party with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (ciii) leaving such Borrower Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA, or (iv) in the case of a Borrower that is organized or registered outside of the United States of America, voiding or making unenforceable or illegal such liability or payment as against such Borrower under applicable foreign law. All rights and claims of contribution, indemnification, indemnification and reimbursement under this Section 11.20 section shall be subordinate in right of payment to the prior payment in full of all Obligations of all the ObligationsBorrowers. The provisions of this Section 11.20 13.2 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision. The failure or inability of any Borrower to recover from any other Borrower such other Borrower’s share of any Accommodation Payment made by such Borrower, or the unenforceability as to any Borrower of any of the foregoing provisions of this Section 13.2, shall not limit or otherwise affect any Borrower’s joint and several obligations hereunder. In no event shall any Paying Borrower be entitled to any payment from the other Borrowers in respect of any Accommodation Payment made by such Paying Borrower in excess of the amount of such Accommodation Payment.