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

Contribution and Indemnification between the Borrowers. Each Borrower is obligated to repay the Obligations as joint and several obligor under this Agreement. To the extent that a Borrower shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Loans made to the other Borrower hereunder or other Obligations incurred directly and primarily by the other Borrower (an “Accommodation Payment”), then the Borrower making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, the other Borrower in an amount, for such other Borrower, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower’s “Allocable Amount” (as defined below) and the denominator of which is the sum of the Allocable Amounts of both of the Borrowers. As of any date of determination, the “Allocable Amount” of each Borrower shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower hereunder without (a) rendering such Borrower “insolvent” within the meaning of Section 101(32) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (the “UFTA”) or Section 271 of the New York Uniform Fraudulent Conveyance Act (the “UFCA”), (b) leaving such Borrower with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Sections 274 and 275 of the UFCA, or (c) leaving such Borrower 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 275 of the UFCA. All rights and claims of contributions, indemnification and reimbursement under this section shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this section shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification between the Borrowers. Each Borrower is obligated to repay the Obligations as joint and several obligor under this Agreement. To the extent that a Borrower shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Loans made to the other Borrower hereunder or other Obligations incurred directly and primarily by the other Borrower (an “Accommodation Payment”), then the Borrower making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, the other Borrower in an amount, for such other Borrower, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower’s “Allocable Amount” (as defined below) and the denominator of which is the sum of the Allocable Amounts of both of the Borrowers. As of any date of determination, the “Allocable Amount” of each Borrower shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower hereunder without (a) rendering such Borrower “insolvent” within the meaning of Section 101(32) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (the “UFTA”) or Section 271 of the New York Uniform Fraudulent Conveyance Act (the “UFCA”), (b) leaving such Borrower with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Sections 274 and 275 of the UFCA, or (c) leaving such Borrower 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 275 of the UFCA. All rights and claims of contributions, indemnification and reimbursement under this section Section shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this section Section shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification between the Borrowers. Each Borrower is obligated to repay the Obligations as joint and several obligor under this Agreement. To the extent that a Borrower shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Loans made to the other Borrower hereunder or other Obligations incurred directly and primarily by the other Borrower (an “Accommodation Payment”), then the Borrower making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, the other Borrower in an amount, for such other Borrower, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower’s “Allocable Amount” (as defined below) and the denominator of which is the sum of the Allocable Amounts of both of the Borrowers. As of any date of determination, the “Allocable Amount” of each Borrower shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower hereunder without (a) rendering such Borrower “insolvent” within the meaning of Section 101(32) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (the “UFTA”) or Section 271 of the New York Uniform Fraudulent Conveyance Act (the “UFCA”), (b) leaving such Borrower with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Sections 274 and 275 of the UFCA, or (c) leaving such Borrower unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy 153 Code or Section 4 of the UFTA, or Section 275 of the UFCA. All rights and claims of contributions, indemnification and reimbursement under this section Section shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this section Section shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification between the Borrowers. Each Borrower is obligated to repay the Obligations as joint and several obligor under this Agreement. To the extent that a any Borrower shall, under this Agreement as a joint and several obligor, repay any result of the Obligations constituting Loans made to operation of Section 2.15, pay (whether directly or by the application of proceeds of Collateral owned by such Borrower) any Obligation of any other Borrower hereunder or other Obligations incurred directly and primarily by under the other Borrower Loan Documents (such payment being referred to as an “Accommodation Payment”), then the such Borrower making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, the other Borrower in an amount, for such by each other Borrower, in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower’s “Allocable Amount” (as defined below) and the denominator of which is the sum of the Allocable Amounts of both of all the Borrowers. As of any date of determination, the “Allocable Amount” of each Borrower shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower hereunder without (a) rendering such Borrower “insolvent” within the meaning of Section 101(32) of the United States Bankruptcy Code (11 U.S.C. §101 et. seq) (the “Bankruptcy Code”), Section 2 of the Uniform Fraudulent Transfer Act (the “UFTA”) or Section 271 2 of the New York Uniform Fraudulent Conveyance Act (the “UFCA”), (bii) leaving such Borrower with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Sections 274 and 275 Section 5 of the UFCA, or (ciii) leaving such Borrower 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 275 5 of the UFCA. All rights and claims of contributionssubrogation, contribution, indemnification and reimbursement under this section shall be subordinate in right of payment to the prior payment in full of the Obligations. Each Borrower agrees that any extension, forbearance or amendment, or any acceptance, release or substitution of security, or any impairment or suspension of the Administrative Agent’s, the Collateral Agent’s or the Lenders’ remedies or rights against any other Borrower or the cessation of the liability of any other Borrower for any reason other than full and indefeasible satisfaction of all Obligations shall not in any way affect the liability of such Borrower. Each Borrower has provided itself of the means of remaining informed of the financial condition of each other Borrower, and waives any right to require any Lender or the Administrative Agent to keep it informed of the financial condition of any other Borrower. The provisions of this section shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification between the Borrowers. Each Borrower is obligated to repay the Obligations as joint and several obligor under this Agreement. To the extent that a either Borrower shall, under this Agreement as a joint and several obligor, repay any result of the Obligations constituting Loans made to operation of SECTION 2.12, pay any Obligation of the other Borrower hereunder or other Obligations incurred directly and primarily by under the other Borrower Loan Documents (such payment being referred to as an “"Accommodation Payment”"), then the such Borrower making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, by the other Borrower in an amount, for such other Borrower, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower’s “'s "Allocable Amount” " (as defined below) and the denominator of which is the sum of the Allocable Amounts of both of the Borrowers. As of any date of determination, the “"Allocable Amount” " of each Borrower shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower hereunder without (a) rendering such Borrower “"insolvent” " within the meaning of Section 101(32101(31) of the Bankruptcy CodeCode , Section 2 of the Uniform Fraudulent Transfer Act (the “"UFTA”") or Section 271 2 of the New York Uniform Fraudulent Conveyance Act (the “"UFCA”"), (bii) leaving such Borrower with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Sections 274 and 275 Section 5 of the UFCA, or (ciii) leaving such Borrower 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 275 5 of the UFCA. All rights and claims of contributionscontribution, indemnification and reimbursement under this section shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this section shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification between the Borrowers. Each Borrower is obligated to repay the Obligations as joint and several obligor obligors under this Agreement. To the extent that a Borrower shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Loans made to the other Borrower hereunder or other Obligations incurred directly and primarily by the other Borrower (an “"Accommodation Payment”"), then the Borrower making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, the other Borrower in an amount, for such other Borrower, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower’s “'s "Allocable Amount” " (as defined below) and the denominator of which is the sum of the Allocable Amounts of both of the Borrowers. As of any date of determination, the “"Allocable Amount” " of each Borrower shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower hereunder without (a) rendering such Borrower “"insolvent” " within the meaning of Section 101(32) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (the “"UFTA”") or Section 271 2 of the New York Uniform Fraudulent Conveyance Act (the “"UFCA”"), (bii) leaving such Borrower with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Sections 274 and 275 Section 5 of the UFCA, or (ciii) leaving such Borrower 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 275 5 of the UFCA. All rights and claims of contributionscontribution, indemnification and reimbursement under this section shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this section shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification between the Borrowers. Each Borrower is obligated to repay the Obligations as joint and several obligor under this Agreement. To ------------------------------------------------------ the extent that a any Borrower shall, under this Agreement as a joint and several obligor, repay any result of the Obligations constituting Loans made to operation of Section 2.15, pay (whether directly or by the application of proceeds of Collateral owned by such Borrower) any Obligation of any other Borrower hereunder or other Obligations incurred directly and primarily by under the other Borrower Loan Documents (such payment being referred to as an “"Accommodation Payment”"), then the such Borrower making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, the other Borrower in an amount, for such by each other Borrower, in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower’s “'s "Allocable Amount” " (as defined below) and the denominator of which is the sum of the Allocable Amounts of both of all the Borrowers. As of any date of determination, the “"Allocable Amount” " of each Borrower shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower hereunder without (a) rendering such Borrower “"insolvent” " within the meaning of Section 101(32) of the United States Bankruptcy Code (11 U.S.C. (S)101 et. seq) (the "Bankruptcy Code"), Section 2 of the Uniform --------------- Fraudulent Transfer Act (the “"UFTA”") or Section 271 2 of the New York Uniform Fraudulent ---- Conveyance Act (the “"UFCA”"), (bii) leaving such Borrower with unreasonably ---- small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Sections 274 and 275 Section 5 of the UFCA, or (ciii) leaving such Borrower 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 275 5 of the UFCA. All rights and claims of contributionssubrogation, contribution, indemnification and reimbursement under this section shall be subordinate in right of payment to the prior payment in full of the Obligations. Each Borrower agrees that any extension, forbearance or amendment, or any acceptance, release or substitution of security, or any impairment or suspension of the Administrative Agent's, the Collateral Agent's or the Lenders' remedies or rights against any other Borrower or the cessation of the liability of any other Borrower for any reason other than full and indefeasible satisfaction of all Obligations shall not in any way affect the liability of such Borrower. Each Borrower has provided itself of the means of remaining informed of the financial condition of each other Borrower, and waives any right to require any Lender or the Administrative Agent to keep it informed of the financial condition of any other Borrower. The provisions of this section shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification between the Borrowers. Each Borrower is obligated to repay the Obligations as joint and several obligor under this Agreement. To the ------------------------------------------------------ extent that a any Borrower shall, under this Agreement as a joint and several obligor, repay any result of the Obligations constituting Loans made to operation of Section 2.15, ------------ pay (whether directly or by the application of proceeds of Collateral owned by such Borrower) any Obligation of any other Borrower hereunder or other Obligations incurred directly and primarily by under the other Borrower Loan Documents (such payment being referred to as an “"Accommodation Payment”"), then the such Borrower making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, the other Borrower in an amount, for such by each other Borrower, in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower’s “'s "Allocable Amount” " (as defined below) and the denominator of which is the sum of the Allocable Amounts of both of all the Borrowers. As of any date of determination, the “"Allocable Amount” " of each Borrower shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower hereunder without (a) rendering such Borrower “"insolvent” " within the meaning of Section 101(32) of the United States Bankruptcy Code (11 U.S.C. (S)101 et. seq) (the "Bankruptcy Code"), Section 2 of the Uniform Fraudulent --------------- Transfer Act (the “"UFTA”") or Section 271 2 of the New York Uniform Fraudulent Conveyance Act ---- (the “"UFCA”"), (bii) leaving such Borrower with unreasonably small capital or ---- assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Sections 274 and 275 Section 5 of the UFCA, or (ciii) leaving such Borrower 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 275 5 of the UFCA. All rights and claims of contributionssubrogation, contribution, indemnification and reimbursement under this section shall be subordinate in right of payment to the prior payment in full of the Obligations. Each Borrower agrees that any extension, forbearance or amendment, or any acceptance, release or substitution of security, or any impairment or suspension of the Administrative Agent's, the Collateral Agent's or the Lenders' remedies or rights against any other Borrower or the cessation of the liability of any other Borrower for any reason other than full and indefeasible satisfaction of all Obligations shall not in any way affect the liability of such Borrower. Each Borrower has provided itself of the means of remaining informed of the financial condition of each other Borrower, and waives any right to require any Lender or the Administrative Agent to keep it informed of the financial condition of any other Borrower. The provisions of this section shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification between the Borrowers. Each Borrower is obligated to repay the Obligations obligations as a joint and several obligor under this Agreement. To the extent that a any Borrower shall, under this Agreement as a joint and several obligor, repay any of the Obligations obligations constituting Loans made to the other another Borrower hereunder or other Obligations obligations incurred directly and primarily by the any other Borrower (an “Accommodation Payment”), then the Borrower making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Borrowers in an amount, for each of such other BorrowerBorrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower’s “Allocable Amount” Amount (as defined below) and the denominator of which is the sum of the Allocable Amounts of both all of the Borrowers. As of any date of determination, the “Allocable Amount” of each Borrower shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower hereunder without (a) rendering such Borrower “insolvent” within the meaning of Section 101(32101(31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (the “UFTA”) or Section 271 2 of the New York Uniform Fraudulent Conveyance Act (the “UFCA”), (b) leaving such Borrower with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Sections 274 and 275 Section 5 of the UFCA, or (c) leaving such Borrower 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 275 of the UFCA. All rights and claims of contributions, indemnification and reimbursement under this section shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this section shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.-79-

Contribution and Indemnification between the Borrowers. Each Borrower is obligated to repay the Obligations obligations as a joint and several obligor under this Agreement. To the extent that a any Borrower shall, under this Agreement as a joint and several obligor, repay any of the Obligations obligations constituting Loans made to the other another Borrower hereunder or other Obligations obligations incurred directly and primarily by the any other Borrower (an “Accommodation Payment”), then the Borrower making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrower Borrowers in an amount, for each of such other BorrowerBorrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower’s “Allocable Amount” Amount (as defined below) and the denominator of which is the sum of the Allocable Amounts of both all of the Borrowers. As of any date of determination, the “Allocable Amount” of each Borrower shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower hereunder without (a) rendering such Borrower “insolvent” within the meaning of Section 101(32101(31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (the “UFTA”) or Section 271 2 of the New York Uniform Fraudulent Conveyance Act (the “UFCA”), (b) leaving such Borrower with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Sections 274 and 275 Section 5 of the UFCA, or (c) leaving such Borrower 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 275 5 of the UFCA. All rights and claims of contributionscontribution, indemnification indemnification, and reimbursement under this section Section 10.18 shall be subordinate in right of payment to the prior payment in full of the Obligationsobligations. The provisions of this section Section 10.18 shall, to the extent expressly inconsistent with any provision in any Loan Credit Document, supersede such inconsistent provision.