Common use of Contribution and Indemnification Clause in Contracts

Contribution and Indemnification. In the event that any of the Borrowers pays (whether through direct payments or as a result of providing Collateral for the Obligations) any amounts on the Obligations in excess of the relevant Borrower’s Obtained Benefit (the “Excess Payments”), the relevant Borrower shall be entitled to make demand on the other Borrowers for such Excess Payments, and to receive from each other Borrower that received an Obtained Benefit, such Borrower’s Contribution Percentage of the Excess Payment. If any party obligated to make such a payment is unable to pay the Contribution Percentage of the Excess Payment, each other Borrower agrees to make a contribution to the party entitled to such payment to the extent necessary so that each Borrower shares equally the liability for such Excess Payment in relation to the relative Obtained Benefit received by such Borrower. In such regard, to the maximum extent permitted by law, each Borrower shall indemnify, defend and hold harmless the other Borrowers from and against such Borrower’s contribution percentage of any and all liability, claims, costs and expenses (including reasonable attorneys’ fees and expenses) arising with respect to the Obligations and exceeding such other Borrower’s obtained benefit as provided herein. Any amount due under this Section 9.20 shall be due and payable within ten days of demand therefor by the party entitled to payment and shall be made to the party entitled thereto at the address for notices to the Borrowers under this Agreement, in immediately available funds, not later than 2:00 p.m., Pacific Standard or Daylight Time, on the date on which such payment shall come due. The remedies available to any of the Borrowers pursuant to the provisions of this Section 9.20 are not exclusive. All rights and claims of contribution, indemnification and reimbursement under this Section 9.20 shall be subordinate in right of payment to the prior payment in full of all principal of and interest on the Loan and all fees payable hereunder. The provisions of this Section 9.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification. In the event that any of the Borrowers Guarantor pays (whether through direct payments or as a result of providing Collateral for the Obligations) any amounts on the Obligations in excess of the relevant Borrowersuch Guarantor’s Obtained Benefit (the “Excess Payments”), the relevant Borrower such Guarantor shall be entitled to make demand on the other Borrowers Borrower for such Excess Payments, and and, to the extent not recovered from the Borrower, to receive from each other Borrower Guarantor that received an Obtained Benefit, such BorrowerGuarantor’s Contribution Percentage of the Excess Payment. If any party obligated to make such a payment is unable to pay the Contribution Percentage of the Excess Payment, each other Borrower Guarantor agrees to make a contribution to the party entitled to such payment to the extent necessary so that each Borrower Guarantor shares equally the liability for such Excess Payment in relation to the relative Obtained Benefit received by such BorrowerGuarantor. In such regard, to the maximum extent permitted by law, each Borrower Guarantor shall indemnify, defend and hold harmless the other Borrowers Guarantors from and against such Borrower’s contribution percentage of any and all liability, claims, costs and expenses (including reasonable attorneys’ fees and expenses) arising with respect to the Obligations and exceeding such other BorrowerGuarantor’s obtained benefit or contribution percentage thereof as provided herein. Any amount due under this Section 9.20 8.20 shall be due and payable within ten days of demand therefor by the party entitled to payment and shall be made to the party entitled thereto at the Borrower’s address for notices to the Borrowers under this Agreement, in immediately available funds, not later than 2:00 p.m., Pacific Central Standard or Daylight Time, on the date on which such payment shall come due. The remedies available to any of the Borrowers Guarantor pursuant to the provisions of this Section 9.20 8.20 are not exclusive. All rights and claims of contribution, indemnification and reimbursement under this Section 9.20 8.20 shall be subordinate in right of payment to the prior payment in full of all principal of and interest on the Loan and all fees payable hereunderObligations. The provisions of this Section 9.20 8.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.. (Signatures appear on following pages)

Contribution and Indemnification. In the event that any of the Borrowers Guarantor pays (whether through direct payments or as a result of providing Collateral for the Obligations) any amounts on the Obligations in excess of the relevant Borrowersuch Guarantor’s Obtained Benefit (the “Excess Payments”), the relevant Borrower such Guarantor shall be entitled to make demand on the other Borrowers Borrower for such Excess Payments, and and, to the extent not recovered from the Borrower, to receive from each other Borrower Guarantor that received an Obtained Benefit, such BorrowerGuarantor’s Contribution Percentage of the Excess Payment. If any party obligated to make such a payment is unable to pay the Contribution Percentage of the Excess Payment, each other Borrower Guarantor agrees to make a contribution to the party entitled to such payment to the extent necessary so that each Borrower Guarantor shares equally the liability for such Excess Payment in relation to the relative Obtained Benefit received by such BorrowerGuarantor. In such regard, to the maximum extent permitted by law, each Borrower Guarantor shall indemnify, defend and hold harmless the other Borrowers Guarantors from and against such Borrower’s contribution percentage of any and all liability, claims, costs and expenses (including reasonable attorneys’ fees and expenses) arising with respect to the Obligations and exceeding such other BorrowerGuarantor’s obtained benefit Obtained Benefit or Contribution Percentage thereof as provided herein. Any amount due under this Section 9.20 shall be due and payable within ten days of demand therefor by the party entitled to payment and shall be made to the party entitled thereto at the Borrower’s address for notices to the Borrowers under this Agreement, in immediately available funds, not later than 2:00 p.m., Pacific Central Standard or Daylight Time, on the date on which such payment shall come due. The remedies available to any of the Borrowers Guarantor pursuant to the provisions of this Section 9.20 are not exclusive. All rights and claims of contribution, indemnification and reimbursement under this Section 9.20 shall be subordinate in right of payment to the prior payment in full of all principal of and interest on the Loan and all fees payable hereunderObligations. The provisions of this Section 9.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.. (Signatures appear on following pages)

Contribution and Indemnification. Pursuant to the terms of the Credit Agreement, Borrower has been extended credit. In connection with such Credit Facilities, and as a condition to Administrative Agent and Lenders entering into the Credit Agreement and making Advances or Swingline Advance or issuing Letters of Credit thereunder, the Guarantor Subsidiaries have jointly and severally guaranteed payment in full of the Obligations (as defined in the Credit Agreement). The board of directors, managers or partners, as the case may be, of each Guarantor Subsidiary has determined that such Guarantor Subsidiary will receive direct and/or indirect benefits from the making of the Advances or Swingline Advances or issuance of Letters of Credit pursuant to the Credit Agreement. The aggregate amount of benefits obtained directly or indirectly by any Credit Party, and not repaid by Borrower or another Credit Party, is referred to herein as the “Obtained Benefit.” In the event that any of the Borrowers Guarantor Subsidiary (in such capacity, an “Indemnitee”) pays (whether through direct payments or as a result of providing Collateral collateral for the Obligations) any amounts on the Obligations in excess of the relevant Borrowersuch Guarantor Subsidiary’s Obtained Benefit (the “Excess Payments”), the relevant Borrower Indemnitee shall be entitled to make demand on the other Borrowers Borrower for such Excess Payments, and and, to the extent not recovered from Borrower, to receive from each other Borrower Guarantor Subsidiary that received an Obtained BenefitBenefit (in such capacity, “Indemnitor”), such BorrowerIndemnitor’s Contribution Percentage of the Excess Payment. If any party obligated to make such a payment Indemnitor is unable to pay the Contribution Percentage of the Excess Payment, each other Borrower Guarantor Subsidiary agrees to make a contribution to the party entitled to such payment Indemnitee to the extent necessary so that each Borrower Guarantor Subsidiary shares equally the liability for such Excess Payment in relation to the relative Obtained Benefit received by such BorrowerGuarantor Subsidiary. In such regardIN SUCH REGARD, to the maximum extent permitted by lawTO THE MAXIMUM EXTENT PERMITTED BY LAW, each Borrower shall indemnifyEACH GUARANTOR SUBSIDIARY SHALL INDEMNIFY, defend and hold harmless the other Borrowers from and against such Borrower’s contribution percentage of any and all liabilityDEFEND, claimsAND HOLD HARMLESS THE OTHER GUARANTOR SUBSIDIARIES FROM AND AGAINST ANY AND ALL LIABILITY, costs and expenses CLAIMS, COSTS AND EXPENSES (including reasonable attorneysINCLUDING REASONABLE ATTORNEYS’ fees and expensesFEES AND EXPENSES) arising with respect to the Obligations and exceeding such other Borrower’s obtained benefit as provided herein. Any amount due under this Section 9.20 shall be due and payable within ten days of demand therefor by the party entitled to payment and shall be made to the party entitled thereto at the address for notices to the Borrowers under this Agreement, in immediately available funds, not later than 2:00 p.m., Pacific Standard or Daylight Time, on the date on which such payment shall come due. The remedies available to any of the Borrowers pursuant to the provisions of this Section 9.20 are not exclusive. All rights and claims of contribution, indemnification and reimbursement under this Section 9.20 shall be subordinate in right of payment to the prior payment in full of all principal of and interest on the Loan and all fees payable hereunder. The provisions of this Section 9.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provisionARISING WITH RESPECT TO THE OBLIGATIONS AND EXCEEDING THE INDEMNITEE’S OBTAINED BENEFIT OR CONTRIBUTION PERCENTAGE THEREOF AS PROVIDED HEREIN.

Contribution and Indemnification. In The Borrower and each Guarantor (collectively the event “Obligors” and each an “Obligor”) agree that any while their respective obligations to the Lender under the Loan Documents are joint and several as to the Lender, each of the Borrowers pays Obligors shall be liable as among other Obligors only for its Proportionate Share of the indebtedness guaranteed or secured or otherwise assumed pursuant to the applicable Loan Document calculated as of the time the applicable portion of such indebtedness was incurred. If at any time any Obligor (whether through direct payments an “Indemnified Obligor”) makes any payment to the Lender or as a result otherwise incurs any other expenses (collectively, the “Indemnified Outlay”) under the Loan Documents, the Indemnified Obligor shall have the right to make demand on any or all of providing Collateral the other Obligors (each an “Indemnifying Obligor”) for the Obligations) any amounts on payment to the Obligations in excess Indemnified Obligor of the relevant Borrower’s Obtained Benefit amount (the “Excess PaymentsAmount”)) by which the Indemnified Outlay exceeds the Indemnified Obligor’s Proportionate Share of the Indemnified Outlay and thereupon the Indemnifying Obligors upon which demand has been so made shall pay to the Indemnified Obligor the Excess Amount; provided, the relevant Borrower however, that no Indemnifying Obligor shall be entitled liable to make demand on pay to any Indemnified Obligor for more than the other Borrowers for such Excess Payments, and to receive from each other Borrower that received an Obtained Benefit, such Borrower’s Contribution Percentage Proportionate Share of the Indemnifying Obligor of the Excess Payment. If any party obligated to make such a payment is unable to pay the Contribution Percentage of the Excess Payment, each other Borrower agrees to make a contribution to the party entitled to such payment to the extent necessary so that each Borrower shares equally the liability for such Excess Payment in relation to the relative Obtained Benefit received by such Borrower. In such regard, to the maximum extent permitted by law, each Borrower shall indemnify, defend and hold harmless the other Borrowers from and against such Borrower’s contribution percentage of any and all liability, claims, costs and expenses (including reasonable attorneys’ fees and expenses) arising with respect to the Obligations and exceeding such other Borrower’s obtained benefit as provided herein. Any amount due under this Section 9.20 shall be due and payable within ten days of demand therefor by the party entitled to payment and shall be made to the party entitled thereto at the address for notices to the Borrowers under this Agreement, in immediately available funds, not later than 2:00 p.m., Pacific Standard or Daylight Time, on the date on which such payment shall come dueAmount. The remedies available to any of the Borrowers Guarantor pursuant to the provisions of this Section 9.20 8.20 are not exclusive. All rights and claims of contribution, indemnification contribution and reimbursement under this Section 9.20 8.20 shall be subordinate in right of payment to the prior payment in full of all principal of and interest on the Loan and all fees payable hereunderObligations. The provisions of this Section 9.20 8.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification. (a) The Guarantors acknowledge and agree that it is their intention that, if payment of any Capital Contribution Amount is required to be made pursuant to the Guarantees, the aggregate amount of such payments (the "Total Liability Amount") shall be shared by, and allocated between each of CKP and WWSB in accordance with the percentages set forth opposite their respective names as set forth on Schedule A attached hereto and made a part hereof (such percentage hereinafter referred to as the "Designated Percentage" of such Guarantor). Accordingly, each Guarantor severally agrees (subject to the provisions of Section 3 hereof) that, if any required payment of the Total Liability Amount (the "Required Payment Amount") is made by, or demanded of, a Guarantor (the "Claiming Guarantor") under the Guarantees, the other Guarantor shall immediately indemnify the Claiming Guarantor and pay the Claiming Guarantor (if and only if the Claiming Guarantor has made a payment under the Guaranty), or by directly paying the Investors or any other third party designated by the Claiming Guarantor (if a payment has been demanded of the Claiming Guarantor, but the Claiming Guarantor has not made such payment), an amount equal to the product obtained by multiplying the Required Payment Amount by the Designated Percentage of such other Guarantor. In the event that both Guarantors are required to make payments of any of Required Payment Amount pursuant to the Borrowers pays Guaranty, the Guarantors shall, in good faith, make such adjustments in the amounts that each is required to pay (whether through direct payments or as a result of providing Collateral for the Obligations) any amounts on the Obligations in excess of the relevant Borrower’s Obtained Benefit (the “Excess Payments”), the relevant Borrower shall be entitled to make demand on the other Borrowers for such Excess Payments, and to receive from each other Borrower that received an Obtained Benefit, such Borrower’s Contribution Percentage of the Excess Payment. If any party obligated to make such a payment is unable to pay the Contribution Percentage of the Excess Payment, each other Borrower agrees to make a contribution directly pursuant to the party entitled to such payment to the extent necessary so that each Borrower shares equally the liability for such Excess Payment in relation to the relative Obtained Benefit received by such Borrower. In such regard, to the maximum extent permitted by law, each Borrower shall indemnify, defend and hold harmless the other Borrowers from and against such Borrower’s contribution percentage of any and all liability, claims, costs and expenses (including reasonable attorneys’ fees and expenses) arising with respect to the Obligations and exceeding such other Borrower’s obtained benefit as provided herein. Any amount due under this Section 9.20 shall be due and payable within ten days of demand therefor by the party entitled to payment and shall be made to the party entitled thereto at the address for notices to the Borrowers under this Agreement, in immediately available funds, not later than 2:00 p.m., Pacific Standard Guaranty or Daylight Time, on the date on which such payment shall come due. The remedies available to any of the Borrowers pursuant to the provisions of this Section 9.20 are not exclusive. All rights and claims of contributionAgreement), indemnification and reimbursement under this Section 9.20 so that each such Guarantor shall be subordinate in right required to pay no more than his or her Designated Percentage of payment to the prior payment in full of all principal of and interest on the Loan and all fees payable hereunder. The provisions of this Section 9.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provisionaggregate Required Payment Amount.

Contribution and Indemnification. Pursuant to the terms of the Credit Agreement, Borrower has been extended credit. In connection with such Credit Facilities, and as a condition to Administrative Agent and Lenders entering into the Credit Agreement and making Loans or issuing Letters of Credit thereunder, the Guarantor Subsidiaries have jointly and severally guaranteed payment in full of the Obligations (as defined in the Credit Agreement). The board of directors, managers or partners, as the case may be, of each Guarantor Subsidiary has determined that such Guarantor Subsidiary will receive direct and/or indirect benefits from the making of Loans or issuance of Letters of Credit pursuant to the Credit Agreement. The aggregate amount of benefits obtained directly or indirectly by any Credit Party, and not repaid by Borrower or another Credit Party, is referred to herein as the “Obtained Benefit.” In the event that any of the Borrowers Guarantor Subsidiary (in such capacity, an “Indemnitee”) pays (whether through direct payments or as a result of providing Collateral collateral for the Obligations) any amounts on the Obligations in excess of the relevant Borrowersuch Guarantor Subsidiary’s Obtained Benefit (the “Excess Payments”), the relevant Borrower Indemnitee shall be entitled to make Table of Contents demand on the other Borrowers Borrower for such Excess Payments, and and, to the extent not recovered from Borrower, to receive from each other Borrower Guarantor Subsidiary that received an Obtained BenefitBenefit (in such capacity, “Indemnitor”), such BorrowerIndemnitor’s Contribution Percentage of the Excess Payment. If any party obligated to make such a payment Indemnitor is unable to pay the Contribution Percentage of the Excess Payment, each other Borrower Guarantor Subsidiary agrees to make a contribution to the party entitled to such payment Indemnitee to the extent necessary so that each Borrower Guarantor Subsidiary shares equally the liability for such Excess Payment in relation to the relative Obtained Benefit received by such BorrowerGuarantor Subsidiary. In such regardIN SUCH REGARD, to the maximum extent permitted by lawTO THE MAXIMUM EXTENT PERMITTED BY LAW, each Borrower shall indemnifyEACH GUARANTOR SUBSIDIARY SHALL INDEMNIFY, defend and hold harmless the other Borrowers from and against such Borrower’s contribution percentage of any and all liabilityDEFEND, claimsAND HOLD HARMLESS THE OTHER GUARANTOR SUBSIDIARIES FROM AND AGAINST ANY AND ALL LIABILITY, costs and expenses CLAIMS, COSTS AND EXPENSES (including reasonable attorneysINCLUDING REASONABLE ATTORNEYS’ fees and expensesFEES AND EXPENSES) arising with respect to the Obligations and exceeding such other Borrower’s obtained benefit as provided herein. Any amount due under this Section 9.20 shall be due and payable within ten days of demand therefor by the party entitled to payment and shall be made to the party entitled thereto at the address for notices to the Borrowers under this Agreement, in immediately available funds, not later than 2:00 p.m., Pacific Standard or Daylight Time, on the date on which such payment shall come due. The remedies available to any of the Borrowers pursuant to the provisions of this Section 9.20 are not exclusive. All rights and claims of contribution, indemnification and reimbursement under this Section 9.20 shall be subordinate in right of payment to the prior payment in full of all principal of and interest on the Loan and all fees payable hereunder. The provisions of this Section 9.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provisionARISING WITH RESPECT TO THE OBLIGATIONS AND EXCEEDING THE INDEMNITEE’S OBTAINED BENEFIT OR CONTRIBUTION PERCENTAGE THEREOF AS PROVIDED HEREIN.

Contribution and Indemnification. Pursuant to the terms of the Credit Agreement, Borrower has been extended credit. In connection with such Credit Facilities, and as a condition to Administrative Agent and Lenders entering into the Credit Agreement and making Advances or Swingline Advance or issuing Letters of Credit thereunder, the Guarantor Subsidiaries have jointly and severally guaranteed payment in full of the Obligations (as defined in the Credit Agreement). The board of directors, managers or partners, as the case may be, of each Guarantor Subsidiary has determined that such Guarantor Subsidiary will receive direct and/or indirect benefits from the making of the Advances or Swingline Advances or issuance of Letters of Credit pursuant to the Credit Agreement. The aggregate amount of benefits obtained directly or indirectly by any Credit Party, and not repaid by Borrower or another Credit Party, is referred to herein as the "Obtained Benefit." In the event that any of the Borrowers Guarantor Subsidiary (in such capacity, an "Indemnitee") pays (whether through direct payments or as a result of providing Collateral collateral for the Obligations) any amounts on the Obligations in excess of the relevant Borrower’s such Guarantor Subsidiary's Obtained Benefit (the “"Excess Payments”"), the relevant Borrower Indemnitee shall be entitled to make demand on the other Borrowers Borrower for such Excess Payments, and and, to the extent not recovered from Borrower, to receive from each other Borrower Guarantor Subsidiary that received an Obtained BenefitBenefit (in such capacity, "Indemnitor"), such Borrower’s Indemnitor's Contribution Percentage of the Excess Payment. If any party obligated to make such a payment Indemnitor is unable to pay the Contribution Percentage of the Excess Payment, each other Borrower Guarantor Subsidiary agrees to make a contribution to the party entitled to such payment Indemnitee to the extent necessary so that each Borrower Guarantor Subsidiary shares equally the liability for such Excess Payment in relation to the relative Obtained Benefit received by such BorrowerGuarantor Subsidiary. In such regardIN SUCH REGARD, to the maximum extent permitted by lawTO THE MAXIMUM EXTENT PERMITTED BY LAW, each Borrower shall indemnifyEACH GUARANTOR SUBSIDIARY SHALL INDEMNIFY, defend and hold harmless the other Borrowers from and against such Borrower’s contribution percentage of any and all liabilityDEFEND, claimsAND HOLD HARMLESS THE OTHER GUARANTOR SUBSIDIARIES FROM AND AGAINST ANY AND ALL LIABILITY, costs and expenses CLAIMS, COSTS AND EXPENSES (including reasonable attorneys’ fees and expensesINCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES) arising with respect to the Obligations and exceeding such other Borrower’s obtained benefit as provided herein. Any amount due under this Section 9.20 shall be due and payable within ten days of demand therefor by the party entitled to payment and shall be made to the party entitled thereto at the address for notices to the Borrowers under this Agreement, in immediately available funds, not later than 2:00 p.m., Pacific Standard or Daylight Time, on the date on which such payment shall come due. The remedies available to any of the Borrowers pursuant to the provisions of this Section 9.20 are not exclusive. All rights and claims of contribution, indemnification and reimbursement under this Section 9.20 shall be subordinate in right of payment to the prior payment in full of all principal of and interest on the Loan and all fees payable hereunder. The provisions of this Section 9.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provisionARISING WITH RESPECT TO THE OBLIGATIONS AND EXCEEDING THE INDEMNITEE'S OBTAINED BENEFIT OR CONTRIBUTION PERCENTAGE THEREOF AS PROVIDED HEREIN.

Contribution and Indemnification. In the event that any of the Borrowers Guarantor pays (whether through direct payments or as a result of providing Collateral for the Obligations) any amounts on the Obligations in excess of the relevant Borrowersuch Guarantor’s Obtained Benefit (the “Excess Payments”), the relevant Borrower such Guarantor shall be entitled to make demand on the other Borrowers Borrower for such Excess Payments, and and, to the extent not recovered from the Borrower, to receive from each other Borrower Guarantor that received an Obtained Benefit, such BorrowerGuarantor’s Contribution Percentage of the Excess Payment. If any party obligated to make such a payment is unable to pay the Contribution Percentage of the Excess Payment, each other Borrower Guarantor agrees to make a contribution to the party entitled to such payment to the extent necessary so that each Borrower Guarantor shares equally the liability for such Excess Payment in relation to the relative Obtained Benefit received by such BorrowerGuarantor. In such regardIN SUCH REGARD, to the maximum extent permitted by lawTO THE MAXIMUM EXTENT PERMITTED BY LAW, each Borrower shall indemnifyEACH GUARANTOR SHALL INDEMNIFY, defend and hold harmless the other Borrowers from and against such Borrower’s contribution percentage of any and all liabilityDEFEND AND HOLD HARMLESS THE OTHER GUARANTORS FROM AND AGAINST ANY AND ALL LIABILITY, claimsCLAIMS, costs and expenses COSTS AND EXPENSES (including reasonable attorneys’ fees and expensesINCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES) arising with respect to the Obligations and exceeding such other Borrower’s obtained benefit as provided hereinARISING WITH RESPECT TO THE OBLIGATIONS AND EXCEEDING SUCH OTHER GUARANTOR'S OBTAINED BENEFIT OR CONTRIBUTION PERCENTAGE THEREOF AS PROVIDED HEREIN. Any amount due under this Section 9.20 8.20 shall be due and payable within ten days of demand therefor by the party entitled to payment and shall be made to the party entitled thereto at the Borrower’s address for notices to the Borrowers under this Agreement, in immediately available funds, not later than 2:00 p.m., Pacific Central Standard or Daylight Time, on the date on which such payment shall come due. The remedies available to any of the Borrowers Guarantor pursuant to the provisions of this Section 9.20 8.20 are not exclusive. All rights and claims of contribution, indemnification and reimbursement under this Section 9.20 8.20 shall be subordinate in right of payment to the prior payment in full of all principal of and interest on the Loan and all fees payable hereunderObligations. The provisions of this Section 9.20 8.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification. Pursuant to the terms of the Credit Agreement, Borrower has been extended credit. In connection with such Credit Facilities, and as a condition to Administrative Agent and Lenders entering into the Credit Agreement and making Loans or issuing Letters of Credit thereunder, the Guarantor Subsidiaries have jointly and severally guaranteed payment in full of the Obligations (as defined in the Credit Agreement). The board of directors, managers or partners, as the case may be, of each Guarantor Subsidiary has determined that such Guarantor Subsidiary will receive direct and/or indirect benefits from the making of Loans or issuance of Letters of Credit pursuant to the Credit Agreement. The aggregate amount of benefits obtained directly or indirectly by any Credit Party, and not repaid by Borrower or another Credit EXHIBIT H - SECOND AMENDED AND RESTATED CREDIT AGREEMENT (Camden Property Trust) Page 2 Party, is referred to herein as the “Obtained Benefit.” In the event that any of the Borrowers Guarantor Subsidiary (in such capacity, an “Indemnitee”) pays (whether through direct payments or as a result of providing Collateral collateral for the Obligations) any amounts on the Obligations in excess of the relevant Borrowersuch Guarantor Subsidiary’s Obtained Benefit (the “Excess Payments”), the relevant Borrower Indemnitee shall be entitled to make demand on the other Borrowers Borrower for such Excess Payments, and and, to the extent not recovered from Borrower, to receive from each other Borrower Guarantor Subsidiary that received an Obtained BenefitBenefit (in such capacity, “Indemnitor”), such BorrowerIndemnitor’s Contribution Percentage of the Excess Payment. If any party obligated to make such a payment Indemnitor is unable to pay the Contribution Percentage of the Excess Payment, each other Borrower Guarantor Subsidiary agrees to make a contribution to the party entitled to such payment Indemnitee to the extent necessary so that each Borrower Guarantor Subsidiary shares equally the liability for such Excess Payment in relation to the relative Obtained Benefit received by such BorrowerGuarantor Subsidiary. In such regardIN SUCH REGARD, to the maximum extent permitted by lawTO THE MAXIMUM EXTENT PERMITTED BY LAW, each Borrower shall indemnifyEACH GUARANTOR SUBSIDIARY SHALL INDEMNIFY, defend and hold harmless the other Borrowers from and against such Borrower’s contribution percentage of any and all liabilityDEFEND, claimsAND HOLD HARMLESS THE OTHER GUARANTOR SUBSIDIARIES FROM AND AGAINST ANY AND ALL LIABILITY, costs and expenses CLAIMS, COSTS AND EXPENSES (including reasonable attorneysINCLUDING REASONABLE ATTORNEYS’ fees and expensesFEES AND EXPENSES) arising with respect to the Obligations and exceeding such other Borrower’s obtained benefit as provided herein. Any amount due under this Section 9.20 shall be due and payable within ten days of demand therefor by the party entitled to payment and shall be made to the party entitled thereto at the address for notices to the Borrowers under this Agreement, in immediately available funds, not later than 2:00 p.m., Pacific Standard or Daylight Time, on the date on which such payment shall come due. The remedies available to any of the Borrowers pursuant to the provisions of this Section 9.20 are not exclusive. All rights and claims of contribution, indemnification and reimbursement under this Section 9.20 shall be subordinate in right of payment to the prior payment in full of all principal of and interest on the Loan and all fees payable hereunder. The provisions of this Section 9.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provisionARISING WITH RESPECT TO THE OBLIGATIONS AND EXCEEDING THE INDEMNITEE’S OBTAINED BENEFIT OR CONTRIBUTION PERCENTAGE THEREOF AS PROVIDED HEREIN.

Contribution and Indemnification. In the event that any of the Borrowers Guarantor pays (whether through direct payments or as a result of providing Collateral for the Obligations) any amounts on the Obligations in excess of the relevant Borrowersuch Guarantor’s Obtained Benefit (the “Excess Payments”), the relevant Borrower such Guarantor shall be entitled to make demand on the other Borrowers Borrower for such Excess Payments, and and, to the extent not recovered from the Borrower, to receive from each other Borrower Guarantor that received an Obtained Benefit, such BorrowerGuarantor’s Contribution Percentage of the Excess Payment. If any party obligated to make such a payment is unable to pay the Contribution Percentage of the Excess Payment, each other Borrower Guarantor agrees to make a contribution to the party entitled to such payment to the extent necessary so that each Borrower Guarantor shares equally the liability for such Excess Payment in relation to the relative Obtained Benefit received by such BorrowerGuarantor. In such regardIN SUCH REGARD, to the maximum extent permitted by lawTO THE MAXIMUM EXTENT PERMITTED BY LAW, each Borrower shall indemnifyEACH GUARANTOR SHALL INDEMNIFY, defend and hold harmless the other Borrowers from and against such Borrower’s contribution percentage of any and all liabilityDEFEND AND HOLD HARMLESS THE OTHER GUARANTORS FROM AND AGAINST ANY AND ALL LIABILITY, claimsCLAIMS, costs and expenses COSTS AND EXPENSES (including reasonable attorneysINCLUDING REASONABLE ATTORNEYS’ fees and expensesFEES AND EXPENSES) arising with respect to the Obligations and exceeding such other Borrower’s obtained benefit as provided hereinARISING WITH RESPECT TO THE OBLIGATIONS AND EXCEEDING SUCH OTHER GUARANTOR’S OBTAINED BENEFIT OR CONTRIBUTION PERCENTAGE THEREOF AS PROVIDED HEREIN. Any amount due under this Section 9.20 9.21 shall be due and payable within ten days of demand therefor by the party entitled to payment and shall be made to the party entitled thereto at the Borrower’s address for notices to the Borrowers under this Agreement, in immediately available funds, not later than 2:00 p.m., Pacific Central Standard or Daylight Time, on the date on which such payment shall come due. The remedies available to any of the Borrowers Guarantor pursuant to the provisions of this Section 9.20 9.21 are not exclusive. All rights and claims of contribution, indemnification and reimbursement under this Section 9.20 9.21 shall be subordinate in right of payment to the prior payment in full of all principal of and interest on the Loan and all fees payable hereunderObligations. The provisions of this Section 9.20 9.21 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification. In the event that any of the Borrowers pays pay (whether through direct payments or as a result of providing Collateral for the Obligations) any amounts on the Obligations in excess of the relevant Borrower’s Borrowers’ Obtained Benefit (the “Excess Payments”), the relevant Borrower shall be entitled to make demand on the other Borrowers for such Excess Payments, and to receive from each other Borrower Borrowers that received an Obtained Benefit, such Borrower’s Borrowers’ Contribution Percentage of the Excess Payment. If any party obligated to make such a payment is unable to pay the Contribution Percentage of the Excess Payment, each other Borrower Borrowers agrees to make a contribution to the party entitled to such payment to the extent necessary so that each Borrower Borrowers shares equally the liability for such Excess Payment in relation to the relative Obtained Benefit received by such BorrowerBorrowers. In such regard, to the maximum extent permitted by law, each Borrower Borrowers shall indemnify, defend and hold harmless the other Borrowers from and against such Borrower’s contribution percentage Borrowers’ Contribution Percentage of any and all liability, claims, costs and expenses (including reasonable attorneys’ fees and expenses) arising with respect to the Obligations and exceeding such other Borrower’s obtained benefit Borrowers’ Obtained Benefit as provided herein. Any amount due under this Section 9.20 shall be due and payable within ten days of demand therefor by the party entitled to payment and shall be made to the party entitled thereto at the address for notices to the Borrowers under this Agreement, in immediately available funds, not later than 2:00 p.m., Pacific Eastern Standard or Daylight Time, on the date on which such payment shall come due. The remedies available to any of the Borrowers pursuant to the provisions of this Section 9.20 are not exclusive. All rights and claims of contribution, indemnification and reimbursement under this Section 9.20 shall be subordinate in right of payment to the prior payment in full of all principal of and interest on the Term Loan and all fees payable hereunder. The provisions of this Section 9.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification. In the event that any of the Borrowers Credit Party pays (whether through direct payments or as a result of providing Collateral for the Obligations) any amounts on the Obligations in excess of the relevant Borrowersuch Credit Party’s Obtained Benefit (the “Excess Payments”), the relevant Borrower such Credit Party shall be entitled to make demand on the other Borrowers Credit Parties for such Excess Payments, and to receive from each other Borrower Credit Party that received an Obtained Benefit, such Borrower’s Credit Party Contribution Percentage of the Excess Payment. If any party obligated to make such a payment is unable to pay the Contribution Percentage of the Excess Payment, each other Borrower Credit Party agrees to make a contribution to the party entitled to such payment to the extent necessary so that each Borrower Credit Party shares equally the liability for such Excess Payment in relation to the relative Obtained Benefit received by such BorrowerCredit Party. In such regardIN SUCH REGARD, to the maximum extent permitted by lawTO THE MAXIMUM EXTENT PERMITTED BY LAW, each Borrower shall indemnifyEACH CREDIT PARTY SHALL INDEMNIFY, defend and hold harmless the other Borrowers from and against such Borrower’s contribution percentage of any and all liabilityDEFEND AND HOLD HARMLESS THE OTHER CREDIT PARTIES FROM AND AGAINST ANY AND ALL LIABILITY, claimsCLAIMS, costs and expenses COSTS AND EXPENSES (including reasonable attorneysINCLUDING REASONABLE ATTORNEYS’ fees and expensesFEES AND EXPENSES) arising with respect to the Obligations and exceeding such other Borrower’s obtained benefit as provided hereinARISING WITH RESPECT TO THE OBLIGATIONS AND EXCEEDING SUCH OTHER CREDIT PARTY’S OBTAINED BENEFIT OR CONTRIBUTION PERCENTAGE THEREOF AS PROVIDED HEREIN. Any amount due under this Section 9.20 shall be due and payable within ten days of demand therefor by the party entitled to payment and shall be made to the party entitled thereto at the address for notices to the Borrowers Credit Parties under this Agreement, in immediately available funds, not later than 2:00 p.m., Pacific Central Standard or Daylight Time, on the date on which such payment shall come due. The remedies available to any of the Borrowers Credit Party pursuant to the provisions of this Section 9.20 are not exclusive. All rights and claims of contribution, indemnification and reimbursement under this Section 9.20 shall be subordinate in right of payment to the prior payment in full of all principal of and interest on the Loan and all fees payable hereunderObligations. The provisions of this Section 9.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification. Pursuant to the terms of the Credit Agreement, Borrower has been extended credit. In connection with such extension of credit, and as a condition to Administrative Agent and Lenders entering into the Credit Agreement and making Loans or issuing Letters of Credit thereunder, the Guarantor Subsidiaries have jointly and severally guaranteed payment in full of the Obligations (as defined in the Credit Agreement). The board of directors, managers or partners, as the case may be, of each Guarantor Subsidiary has determined that such Guarantor Subsidiary will receive direct and/or indirect benefits from the making of Loans or issuance of Letters of Credit pursuant to the Credit Agreement. The aggregate amount of benefits obtained directly or indirectly by any Credit Party, and not repaid by Borrower or another Credit Party, is referred to herein as the “Obtained Benefit.” In the event that any of the Borrowers Guarantor Subsidiary (in such capacity, an “Indemnitee”) pays (whether through direct payments or as a result of providing Collateral collateral for the Obligations) any amounts on the Obligations in excess of the relevant Borrowersuch Guarantor Subsidiary’s Obtained Benefit (the “Excess Payments”), the relevant Borrower Indemnitee shall be entitled to make demand on the other Borrowers Borrower for such Excess Payments, and and, to the extent not recovered from Borrower, to receive from each other Borrower Guarantor Subsidiary that received an Obtained BenefitBenefit (in such capacity, “Indemnitor”), such BorrowerIndemnitor’s Contribution Percentage of the Excess Payment. If any party obligated to make such a payment Indemnitor is unable to pay the Contribution Percentage of the Excess Payment, each other Borrower Guarantor Subsidiary agrees to make a contribution to the party entitled to such payment Indemnitee to the extent necessary so that each Borrower Guarantor Subsidiary shares equally the liability for such Excess Payment in relation to the relative Obtained Benefit received by such BorrowerGuarantor Subsidiary. In such regardIN SUCH REGARD, to the maximum extent permitted by lawTO THE MAXIMUM EXTENT PERMITTED BY LAW, each Borrower shall indemnifyEACH GUARANTOR SUBSIDIARY SHALL INDEMNIFY, defend and hold harmless the other Borrowers from and against such Borrower’s contribution percentage of any and all liabilityDEFEND, claimsAND HOLD HARMLESS THE OTHER GUARANTOR SUBSIDIARIES FROM AND AGAINST ANY AND ALL LIABILITY, costs and expenses CLAIMS, COSTS AND EXPENSES (including reasonable attorneysINCLUDING REASONABLE ATTORNEYS’ fees and expensesFEES AND EXPENSES) arising with respect to the Obligations and exceeding such other Borrower’s obtained benefit as provided herein. Any amount due under this Section 9.20 shall be due and payable within ten days of demand therefor by the party entitled to payment and shall be made to the party entitled thereto at the address for notices to the Borrowers under this Agreement, in immediately available funds, not later than 2:00 p.m., Pacific Standard or Daylight Time, on the date on which such payment shall come due. The remedies available to any of the Borrowers pursuant to the provisions of this Section 9.20 are not exclusive. All rights and claims of contribution, indemnification and reimbursement under this Section 9.20 shall be subordinate in right of payment to the prior payment in full of all principal of and interest on the Loan and all fees payable hereunder. The provisions of this Section 9.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provisionARISING WITH RESPECT TO THE OBLIGATIONS AND EXCEEDING THE INDEMNITEE’S OBTAINED BENEFIT OR CONTRIBUTION PERCENTAGE THEREOF AS PROVIDED HEREIN.

Contribution and Indemnification. Pursuant to the terms of the Credit Agreement, Borrower has been extended credit. In connection with such Credit Facilities, and as a condition to Administrative Agent and Lenders entering into the Credit Agreement and making Loans or issuing Letters of Credit thereunder, the Guarantor Subsidiaries have jointly and severally guaranteed payment in full of the Obligations (as defined in the Credit Agreement). The board of directors, managers or partners, as the case may be, of each Guarantor Subsidiary has determined that such Guarantor Subsidiary will receive direct and/or indirect benefits from the making of Loans or issuance of Letters of Credit pursuant to the Credit Agreement. The aggregate amount of benefits obtained directly or indirectly by any Credit Party, and not repaid by Borrower or another Credit Party, is referred to herein as the “Obtained Benefit.” In the event that any of the Borrowers Guarantor Subsidiary (in such capacity, an “Indemnitee”) pays (whether through direct payments or as a result of providing Collateral collateral for the Obligations) any amounts on the Obligations in excess of the relevant Borrowersuch Guarantor Subsidiary’s Obtained Benefit (the “Excess Payments”), the relevant Borrower Indemnitee shall be entitled to make demand on the other Borrowers Borrower for such Excess Payments, and and, to the extent not recovered from Borrower, to receive from each other Borrower Guarantor Subsidiary that received an Obtained BenefitBenefit (in such capacity, “Indemnitor”), such BorrowerIndemnitor’s Contribution Percentage of the Excess Payment. If any party obligated to make such a payment Indemnitor is unable to pay the Contribution Percentage of the Excess Payment, each other Borrower Guarantor Subsidiary agrees to make a contribution to the party entitled to such payment Indemnitee to the extent necessary so that each Borrower Guarantor Subsidiary shares equally the liability for such Excess Payment in relation to the relative Obtained Benefit received by such BorrowerGuarantor Subsidiary. In such regardIN SUCH REGARD, to the maximum extent permitted by lawTO THE MAXIMUM EXTENT PERMITTED BY LAW, each Borrower shall indemnifyEACH GUARANTOR SUBSIDIARY SHALL INDEMNIFY, defend and hold harmless the other Borrowers from and against such Borrower’s contribution percentage of any and all liabilityDEFEND, claimsAND HOLD HARMLESS THE OTHER GUARANTOR SUBSIDIARIES FROM AND AGAINST ANY AND ALL LIABILITY, costs and expenses CLAIMS, COSTS AND EXPENSES (including reasonable attorneysINCLUDING REASONABLE ATTORNEYS’ fees and expensesFEES AND EXPENSES) arising with respect to the Obligations and exceeding such other Borrower’s obtained benefit as provided herein. Any amount due under this Section 9.20 shall be due and payable within ten days of demand therefor by the party entitled to payment and shall be made to the party entitled thereto at the address for notices to the Borrowers under this Agreement, in immediately available funds, not later than 2:00 p.m., Pacific Standard or Daylight Time, on the date on which such payment shall come due. The remedies available to any of the Borrowers pursuant to the provisions of this Section 9.20 are not exclusive. All rights and claims of contribution, indemnification and reimbursement under this Section 9.20 shall be subordinate in right of payment to the prior payment in full of all principal of and interest on the Loan and all fees payable hereunder. The provisions of this Section 9.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provisionARISING WITH RESPECT TO THE OBLIGATIONS AND EXCEEDING THE INDEMNITEE’S OBTAINED BENEFIT OR CONTRIBUTION PERCENTAGE THEREOF AS PROVIDED HEREIN.

Contribution and Indemnification. In the event that any of the Borrowers Guarantor pays (whether through direct payments or as a result of providing Collateral for the Obligations) any amounts on the Obligations in excess of the relevant Borrowersuch Guarantor’s Obtained Benefit (the “Excess Payments”), the relevant Borrower such Guarantor shall be entitled to make demand on the other Borrowers Borrower for such Excess Payments, and and, to the extent not recovered from the Borrower, to receive from each other Borrower Guarantor that received an Obtained Benefit, such BorrowerGuarantor’s Contribution Percentage of the Excess Payment. If any party obligated to make such a payment is unable to pay the Contribution Percentage of the Excess Payment, each other Borrower Guarantor agrees to make a contribution to the party entitled to such payment to the extent necessary so that each Borrower Guarantor shares equally the liability for such Excess Payment in relation to the relative Obtained Benefit received by such BorrowerGuarantor. In such regardIN SUCH REGARD, to the maximum extent permitted by lawTO THE MAXIMUM EXTENT PERMITTED BY LAW, each Borrower shall indemnifyEACH GUARANTOR SHALL INDEMNIFY, defend and hold harmless the other Borrowers from and against such Borrower’s contribution percentage of any and all liabilityDEFEND AND HOLD HARMLESS THE OTHER GUARANTORS FROM AND AGAINST ANY AND ALL LIABILITY, claimsCLAIMS, costs and expenses COSTS AND EXPENSES (including reasonable attorneysINCLUDING REASONABLE ATTORNEYS’ fees and expensesFEES AND EXPENSES) arising with respect to the Obligations and exceeding such other Borrower’s obtained benefit as provided hereinARISING WITH RESPECT TO THE OBLIGATIONS AND EXCEEDING SUCH OTHER GUARANTOR’S OBTAINED BENEFIT OR CONTRIBUTION PERCENTAGE THEREOF AS PROVIDED HEREIN. Any amount due under this Section 9.20 shall be due and payable within ten days of demand therefor by the party entitled to payment and shall be made to the party entitled thereto at the Borrower’s address for notices to the Borrowers under this Agreement, in immediately available funds, not later than 2:00 p.m., Pacific Central Standard or Daylight Time, on the date on which such payment shall come due. The remedies available to any of the Borrowers Guarantor pursuant to the provisions of this Section 9.20 are not exclusive. All rights and claims of contribution, indemnification and reimbursement under this Section 9.20 shall be subordinate in right of payment to the prior payment in full of all principal of and interest on the Loan and all fees payable hereunderObligations. The provisions of this Section 9.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification. In connection with the Total Credit -------------------------------- Facility, and as a condition to Lender providing funds under the Total Credit Facility, Guarantor has guaranteed repayment of the Guaranteed Sum pursuant to the Guaranty Agreement. In the event that any of the Borrowers Guarantor (in such capacity, "Indemnitee") pays (whether through direct payments or as a result of providing Collateral ----------- collateral for the ObligationsGuaranteed Sum) any amounts on the Obligations in excess of the relevant Borrower’s Obtained Benefit Guaranteed Sum (the “Excess Payments”"Guaranty Payment"), the relevant Borrower Indemnitee shall be entitled to make demand on the other Borrowers for such Excess Payments, and to receive from each other Borrower that received an Obtained Benefit----------------- Stockholder (in such capacity, "Indemnitor"), such Borrower’s Indemnitor's Contribution ---------- Percentage of the Excess Guaranty Payment. If any party obligated to make such a payment Indemnitor is unable to pay the Contribution Percentage of the Excess Guaranty Payment, each other Borrower Stockholder agrees to make a contribution to the party entitled to such payment Indemnitee to the extent necessary so that each Borrower Stockholder shares equally pro rata (based on the amount of Borrower's shares of common stock of Shareholders which have paid) the liability for such Excess Payment in relation to the relative Obtained Benefit received by such Borrowernonpayment. In such regardIN SUCH REGARD, to the maximum extent permitted by lawTO THE MAXIMUM EXTENT PERMITTED BY LAW, each Borrower shall indemnifyEACH STOCKHOLDER SHALL INDEMNIFY, defend and hold harmless the other Borrowers from and against such Borrower’s contribution percentage of any and all liabilityDEFEND, claimsAND HOLD HARMLESS INDEMNITEE FROM AND AGAINST ANY AND ALL LIABILITY (WHETHER SOLE, costs and expenses CONCURRENT, CONTRIBUTORY, STRICT OR OTHERWISE), CLAIMS, COSTS AND EXPENSES (including reasonable attorneys’ fees and expensesINCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES) arising with respect to the Obligations and exceeding such other Borrower’s obtained benefit as provided herein. Any amount due under this Section 9.20 shall be due and payable within ten days of demand therefor by the party entitled to payment and shall be made to the party entitled thereto at the address for notices to the Borrowers under this Agreement, in immediately available funds, not later than 2:00 p.m., Pacific Standard or Daylight Time, on the date on which such payment shall come due. The remedies available to any of the Borrowers pursuant to the provisions of this Section 9.20 are not exclusive. All rights and claims of contribution, indemnification and reimbursement under this Section 9.20 shall be subordinate in right of payment to the prior payment in full of all principal of and interest on the Loan and all fees payable hereunder. The provisions of this Section 9.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provisionARISING WITH RESPECT TO THE OBLIGATIONS AND CONSTITUTING A GUARANTY PAYMENT.

Contribution and Indemnification. In the event that any of the Borrowers Credit Party pays (whether through direct payments or as a result of providing Collateral for the Obligations) any amounts on the Obligations in excess of the relevant Borrower’s such Credit Party's Obtained Benefit (the “"Excess Payments”"), the relevant Borrower such Credit Party shall be entitled to make demand on the other Borrowers Credit Parties for such Excess Payments, and to receive from each other Borrower Credit Party that received an Obtained Benefit, such Borrower’s Credit Party Contribution Percentage of the Excess Payment. If any party obligated to make such a payment is unable to pay the Contribution Percentage of the Excess Payment, each other Borrower Credit Party agrees to make a contribution to the party entitled to such payment to the extent necessary so that each Borrower Credit Party shares equally the liability for such Excess Payment in relation to the relative Obtained Benefit received by such BorrowerCredit Party. In such regardIN SUCH REGARD, to the maximum extent permitted by lawTO THE MAXIMUM EXTENT PERMITTED BY LAW, each Borrower shall indemnifyEACH CREDIT PARTY SHALL INDEMNIFY, defend and hold harmless the other Borrowers from and against such Borrower’s contribution percentage of any and all liabilityDEFEND AND HOLD HARMLESS THE OTHER CREDIT PARTIES FROM AND AGAINST ANY AND ALL LIABILITY, claimsCLAIMS, costs and expenses COSTS AND EXPENSES (including reasonable attorneys’ fees and expensesINCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES) arising with respect to the Obligations and exceeding such other Borrower’s obtained benefit as provided hereinARISING WITH RESPECT TO THE OBLIGATIONS AND EXCEEDING SUCH OTHER CREDIT PARTY'S OBTAINED BENEFIT OR CONTRIBUTION PERCENTAGE THEREOF AS PROVIDED HEREIN. Any amount due under this Section 9.20 shall be due and payable within ten days of demand therefor by the party entitled to payment and shall be made to the party entitled thereto at the address for notices to the Borrowers Credit Parties under this Agreement, in immediately available funds, not later than 2:00 p.m., Pacific Central Standard or Daylight Time, on the date on which such payment shall come due. The remedies available to any of the Borrowers Credit Party pursuant to the provisions of this Section 9.20 are not exclusive. All rights and claims of contribution, indemnification and reimbursement under this Section 9.20 shall be subordinate in right of payment to the prior payment in full of all principal of and interest on the Loan and all fees payable hereunderObligations. The provisions of this Section 9.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification. Pursuant to the terms of the Credit Agreement, Borrower has been extended credit. In connection with the Loan, and as a condition to Administrative Agent and Lenders entering into the Credit Agreement and making the Advance of the Loan, the Guarantor Subsidiaries have jointly and severally guaranteed payment in full of the Obligations (as defined in the Credit Agreement). The board of directors, managers or partners, as the case may be, of each Guarantor Subsidiary has determined that such Guarantor Subsidiary will receive direct and/or indirect benefits from the making of the Advance pursuant to the Credit Agreement. The aggregate amount of benefits obtained directly or indirectly by any Credit Party, and not repaid by Borrower or another Credit Party, is referred to herein as the "Obtained Benefit." In the event that any of the Borrowers Guarantor Subsidiary (in such capacity, an "Indemnitee") pays (whether through direct payments or as a result of providing Collateral collateral for the Obligations) any amounts on the Obligations in excess of the relevant Borrower’s such Guarantor Subsidiary's Obtained Benefit (the “"Excess Payments”"), the relevant Borrower Indemnitee shall be entitled to make demand on the other Borrowers Borrower for such Excess Payments, and and, to the extent not recovered from Borrower, to receive from each other Borrower Guarantor Subsidiary that received an Obtained BenefitBenefit (in such capacity, "Indemnitor"), such Borrower’s Indemnitor's Contribution Percentage of the Excess Payment. If any party obligated to make such a payment Indemnitor is unable to pay the Contribution Percentage of the Excess Payment, each other Borrower Guarantor Subsidiary agrees to make a contribution to the party entitled to such payment Indemnitee to the extent necessary so that each Borrower Guarantor Subsidiary shares equally the liability for such Excess Payment in relation to the relative Obtained Benefit received by such BorrowerGuarantor Subsidiary. In such regardIN SUCH REGARD, to the maximum extent permitted by lawTO THE MAXIMUM EXTENT PERMITTED BY LAW, each Borrower shall indemnifyEACH GUARANTOR SUBSIDIARY SHALL INDEMNIFY, defend and hold harmless the other Borrowers from and against such Borrower’s contribution percentage of any and all liabilityDEFEND, claimsAND HOLD HARMLESS THE OTHER GUARANTOR SUBSIDIARIES FROM AND AGAINST ANY AND ALL LIABILITY, costs and expenses CLAIMS, COSTS AND EXPENSES (including reasonable attorneys’ fees and expensesINCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES) arising with respect to the Obligations and exceeding such other Borrower’s obtained benefit as provided herein. Any amount due under this Section 9.20 shall be due and payable within ten days of demand therefor by the party entitled to payment and shall be made to the party entitled thereto at the address for notices to the Borrowers under this Agreement, in immediately available funds, not later than 2:00 p.m., Pacific Standard or Daylight Time, on the date on which such payment shall come due. The remedies available to any of the Borrowers pursuant to the provisions of this Section 9.20 are not exclusive. All rights and claims of contribution, indemnification and reimbursement under this Section 9.20 shall be subordinate in right of payment to the prior payment in full of all principal of and interest on the Loan and all fees payable hereunder. The provisions of this Section 9.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provisionARISING WITH RESPECT TO THE OBLIGATIONS AND EXCEEDING THE INDEMNITEE'S OBTAINED BENEFIT OR CONTRIBUTION PERCENTAGE THEREOF AS PROVIDED HEREIN.