Common use of Contribution and Subrogation Clause in Contracts

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 5.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation or assets of any other Grantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement to satisfy any Obligation of a Borrower or an Account Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties as provided in Section 5.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively, the date of the supplement hereto executed and delivered by such Guarantor or Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 to the extent of such payment.

Contribution and Subrogation. (a) Each Non-Parent Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 5.033.03) that, in the event a payment shall be made by any other Non-Parent Guarantor hereunder in respect of any Obligation or assets of any other Grantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement to satisfy any Obligation of a Borrower or an Account Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties Borrower as provided in Section 5.013.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assetspayment, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Non-Parent Guarantors and Grantors on the date hereof (or, in the case of any Non-Parent Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively4.13, the date of the supplement hereto executed and delivered by such Guarantor or GrantorNon-Parent Guarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 3.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 3.01 to the extent of such payment. (b) Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge and agree that each Non-Parent Guarantor shall have a right of reimbursement and indemnity from each Parent Guarantor (to the extent such Non-Parent Guarantor is a wholly-owned Subsidiary of such Parent Guarantor) for any amount paid by such Non-Parent Guarantor in lieu of a right of contribution between such Non-Parent Guarantor and such Parent Guarantor.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 5.03Sections 2.07 and 3.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation Guaranteed Obligations or assets of any other Grantor Guarantor (other than Holdings or the Parent any Borrower) shall be sold pursuant to this Agreement any Security Document to satisfy any Guaranteed Obligation of a Borrower or an Account owed to any Guaranteed Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties as provided in Section 5.013.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 5.13, the date of the Supplement executed and delivered by such Guarantor) and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17such Guarantor, respectively, the date of the supplement hereto executed and delivered by such Guarantor or Grantorother date). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 3.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 3.01 to the extent of such payment.

Contribution and Subrogation. Each Subsidiary Guarantor and Grantor (each, a “Contributing PartyGuarantor”) agrees (subject to Section 5.036.03) that, in the event a payment shall be made by any other Contributing Guarantor hereunder in respect of any Obligation Obligation, or assets of any other Grantor (other than Holdings or the Parent Borrower) Contributing Guarantor shall be sold pursuant to this Agreement any Security Document to satisfy any Obligation of a Borrower or an Account Party owed to any Secured Party, and such other Contributing Guarantor or Grantor (the “Claiming PartyGuarantor”) shall not have been fully indemnified by the Borrowers Holdings or the Account Parties Borrower as provided in Section 5.016.01, the Contributing Party Guarantor shall indemnify the Claiming Party Guarantor in an amount equal to (i) the amount of such payment or (ii) the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Guarantors and Grantors on the date hereof (or, in the case of any Contributing Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively10.14, the date of the supplement hereto executed and delivered by such Guarantor or GrantorContributing Guarantor). Any Contributing Party Guarantor making any payment to a Claiming Party Guarantor pursuant to this Section 5.02 6.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party Guarantor under Section 5.01 6.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 5.033.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation Guaranteed Obligations or assets of any other Grantor Guarantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement any Security Document to satisfy any Guaranteed Obligation of a Borrower or an Account owed to any Guaranteed Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties as provided in Section 5.013.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 5.13, the date of the Supplement executed and delivered by such Guarantor) and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.175.13, respectively, the date of the supplement hereto executed and delivered by such Guarantor or Grantorother date). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 3.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 3.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (other than the Borrower) (each such Guarantor or Grantor being called a “Contributing Party”) agrees (subject to Section 5.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation or assets of any other Grantor (other than Holdings or the Parent Borrower) Borrower shall be sold pursuant to this Agreement any Collateral Document to satisfy any Obligation of a Borrower or an Account Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties Borrower as provided in Section 5.01, the such Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assetsassets (the “Indemnified Amount”), as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the such Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors Contributing Parties on the date hereof (or, in the case of any Guarantor or Grantor Contributing Party becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively6.12, the date of the supplement hereto executed and delivered by such Guarantor or GrantorContributing Party). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Secured Swap Obligations, only those Contributing Parties for whom such Secured Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 5.033.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation Secured Obligations or assets of any other Grantor Guarantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement any Security Document to satisfy any Secured Obligation of a Borrower or an Account owed to any Secured Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties as provided in Section 5.013.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 5.13, the date of the Supplement executed and delivered by such Guarantor) and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.175.13, respectively, the date of the supplement hereto executed and delivered by such Guarantor or Grantorother date). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 3.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 3.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Subsidiary Grantor (a “Contributing Party”) agrees (subject to Section 5.036.03 hereof) that, in the event a payment shall be made by any other Guarantor Subsidiary Grantor hereunder in respect of any Obligation Guarantor Obligation, or assets of any other Subsidiary Grantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement any Collateral Document to satisfy any Secured Obligation of a Borrower or an Account owed to any Secured Party and such other Guarantor or Subsidiary Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties Company as provided in Section 5.016.01 hereof, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may beapplicable, in each case multiplied by a fraction of which the numerator shall be the net worth of the such Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors Contributing Parties on the date hereof (or, in the case of any Guarantor or Subsidiary Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively7.16 hereof, the date of the supplement hereto executed and delivered by such Guarantor or Subsidiary Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 6.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor (other than Holdings and Grantor the Borrower) (a “Contributing PartyGuarantor”) agrees (subject to Section 5.036.03 hereof) that, in the event a payment shall be made by any other Guarantor (other than Holdings and the Borrower) hereunder in respect of any Obligation or assets of any other Grantor Guarantor (other than Holdings or and the Parent Borrower) shall be sold pursuant to this Agreement any Security Document to satisfy any Obligation of a Borrower or an Account owed to any Secured Party and such other Guarantor or Grantor (the “Claiming PartyGuarantor”) shall not have been fully indemnified by the Borrowers or the Account Parties Borrower as provided in Section 5.016.01 hereof, the Contributing Party Guarantor shall indemnify the Claiming Party Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may beapplicable, in each case multiplied by a fraction of which the numerator shall be the net worth of the such Contributing Party Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively7.16 hereof, the date of the supplement hereto executed and delivered by such Guarantor or GrantorGuarantor). Any Contributing Party Guarantor making any payment to a Claiming Party Guarantor pursuant to this Section 5.02 6.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party Guarantor under Section 5.01 6.01 hereof to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor Subsidiary Loan Party (a “"Contributing Party”Guarantor") agrees (subject to Section 5.036.03) that, in the event a payment shall be made by any other Guarantor Subsidiary Loan Party hereunder in respect of any Obligation or assets of any other Grantor (other than Holdings or the Parent Borrower) Subsidiary Loan Party shall be sold pursuant to this Agreement any Security Document to satisfy any Obligation of a Borrower or an Account owed to any Secured Party and such other Guarantor or Grantor Subsidiary Loan Party (the “"Claiming Party”Guarantor") shall not have been fully indemnified by the Borrowers or the Account Parties Borrower and Holdings as provided in Section 5.016.01, the Contributing Party Guarantor shall indemnify the Claiming Party Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors Subsidiary Loan Parties on the date hereof (or, in the case of any Guarantor or Grantor Subsidiary Loan Party becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively7.16, the date of the supplement hereto executed and delivered by such Guarantor or GrantorSubsidiary Loan Party). Any Contributing Party Guarantor making any payment to a Claiming Party Guarantor pursuant to this Section 5.02 6.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party Guarantor under Section 5.01 6.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 5.036.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation or assets of any other Grantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement any Security Document to satisfy any Obligation of a Borrower or an Account Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties Borrower as provided in Section 5.016.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively7.13, the date of the supplement hereto executed and delivered by such Guarantor or Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 6.02 shall (subject to Section 5.036.03) be subrogated to the rights of such Claiming Party under Section 5.01 6.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “"Contributing Party”") agrees (subject to Section 5.036.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation or assets of any other Grantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement any Security Document to satisfy any Obligation of a Borrower or an Account owed to any Secured Party and such other Guarantor or Grantor (the “"Claiming Party”") shall not have been fully indemnified by the Borrowers or the Account Parties Borrower as provided in Section 5.016.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively7.14, the date of the supplement hereto executed and delivered by such Guarantor or Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 6.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 6.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 5.033.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation Secured Obligations (other than payments made by a Borrower with respect to its own obligations) or assets of any other Grantor Guarantor (other than Holdings or the Parent Borrowera Borrower in satisfaction of its own obligations) shall be sold pursuant to this Agreement any Security Document to satisfy any Secured Obligation of a Borrower or an Account owed to any Secured Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties as provided in Section 5.013.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 5.13, the date of the Supplement executed and delivered by such Guarantor) and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.175.13, respectively, the date of the supplement hereto executed and delivered by such Guarantor or Grantorother date). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 3.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 3.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 5.036.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation or assets of any other Grantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement any Security Document to satisfy any Obligation of a Borrower or an Account owed to any Secured Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties Borrower as provided in Section 5.016.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may beapplicable, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof (or, in the case any Guarantor or Grantor becomes a party hereto pursuant to Section 7.14, the date of the last supplement hereto executed and delivered by a Guarantor or Grantor) and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming becomes a party hereto pursuant to Section 6.16 or Section 6.17, respectively7.14, the date of the last supplement hereto executed and delivered by such a Guarantor or Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 6.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 6.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor Grantor, other than the Company, that has guaranteed, or granted Liens to secure, the Obligations (a “Contributing Party”) agrees (subject to Section 5.038.03) that, in the event (a) a payment shall be made by any other Guarantor (other than the Company) hereunder in respect of any Obligation Obligations or (b) assets of any other Grantor (other than Holdings or the Parent BorrowerCompany) shall be sold pursuant to this Agreement any Security Document to satisfy any Obligation of a Borrower or an Account Party Obligations, and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties Company as provided in Section 5.018.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors Grantors, other than the Company. For the purposes of the previous sentence, the net worth of each Guarantor and Grantor shall be determined on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 Guarantor or Section 6.17, respectivelyGrantor after the date hereof, the date of the supplement hereto executed and delivered by on which such Guarantor or Grantor shall have become a Guarantor or Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 8.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 5.033.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Guaranteed Obligation or assets of any other Grantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement to satisfy any Obligation of a Borrower or an Account Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties Borrower as provided in Section 5.013.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may bepayment, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors Contributing Parties together with the net worth of the Claiming Party on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively4.13, the date of the supplement Guaranty Supplement hereto executed and delivered by such Guarantor or GrantorGuarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 3.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 to the extent of such payment. Each Guarantor recognizes and acknowledges that the rights to contribution arising hereunder shall constitute an asset in favor of the party entitled to such contribution. In this connection, each Guarantor has the right to waive, to the fullest extent permitted by applicable law, its contribution right against any other Guarantor to the extent that after giving effect to such waiver such Guarantor would remain solvent, in the determination of the Lenders.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 5.036.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation or assets of any other Grantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement any Loan Document to satisfy any Obligation of a Borrower or an Account owed to any Secured Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties Borrower as provided in Section 5.016.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively7.14, the date of the supplement hereto executed and delivered by such Guarantor or Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 6.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 6.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 5.033.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation or assets of any other Grantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement to satisfy any Obligation of a Borrower or an Account Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties Borrower as provided in Section 5.013.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may bepayment, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors Contributing Parties together with the net worth of the Claiming Party on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively4.12, the date of the supplement Guaranty Supplement hereto executed and delivered by such Guarantor or GrantorGuarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 3.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 to the extent of such payment. Each Guarantor recognizes and acknowledges that the rights to contribution arising hereunder shall constitute an asset in favor of the party entitled to such contribution. In this connection, each Guarantor has the right to waive, to the fullest extent permitted by applicable law, its contribution right against any other Guarantor to the extent that after giving effect to such waiver such Guarantor would remain solvent, in the determination of the Lenders.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 5.036.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Secured Obligation or assets of any other Grantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement any Security Document to satisfy any Secured Obligation of a Borrower or an Account Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties Borrower as provided in Section 5.016.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively7.13, the date of the supplement hereto executed and delivered by such Guarantor or Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 6.02 shall (subject to Section 5.036.03) be subrogated to the rights of such Claiming Party under Section 5.01 6.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor (other than Holdings and Grantor the Company) (a “Contributing PartyGuarantor”) agrees (subject to Section 5.036.03 hereof) that, in the event a payment shall be made by any other Guarantor (other than Holdings and the Company) hereunder in respect of any Credit Agreement Obligation or assets of any other Grantor Guarantor (other than Holdings or and the Parent BorrowerCompany) shall be sold pursuant to this Agreement any Security Document to satisfy any Credit Agreement Obligation of a Borrower or an Account owed to any Secured Party and such other Guarantor or Grantor (the “Claiming PartyGuarantor”) shall not have been fully indemnified by the Borrowers or the Account Parties Company as provided in Section 5.016.01 hereof, the Contributing Party Guarantor shall indemnify the Claiming Party Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may beapplicable, in each case multiplied by a fraction of which the numerator shall be the net worth of the such Contributing Party Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively9.16 hereof, the date of the supplement hereto executed and delivered by such Guarantor or GrantorGuarantor). Any Contributing Party Guarantor making any payment to a Claiming Party Guarantor pursuant to this Section 5.02 6.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party Guarantor under Section 5.01 6.01 hereof to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 5.033.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation or assets of any other Grantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement to satisfy any Obligation of a Borrower or an Account Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties Borrower as provided in Section 5.013.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may bepayment, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors Contributing Parties together with the net worth of the Claiming Party on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively4.10, the date of the supplement Guaranty Supplement hereto executed and delivered by such Guarantor or GrantorGuarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 3.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 to the extent of such payment. Each Guarantor recognizes and acknowledges that the rights to contribution arising hereunder shall constitute an asset in favor of the party entitled to such contribution. In this connection, each Guarantor has the right to waive, to the fullest extent permitted by applicable law, its contribution right against any other Guarantor to the extent that after giving effect to such waiver such Guarantor would remain solvent, in the determination of the Lenders.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing PartyGuarantor”) agrees (subject to Section 5.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation or Parent Borrower Guaranteed Obligations, as applicable, or assets of any other Grantor (other than Holdings or the Parent Borrower) Guarantor shall be sold pursuant to this Agreement any Security Document to satisfy any Obligation of a or Parent Borrower or an Account Party Guaranteed Obligations, as applicable, owed to any Secured Party, and such other Guarantor or Grantor (the “Claiming PartyGuarantor”) shall not have been fully indemnified by the Borrowers or the Account Parties a Borrower as provided in Section 5.01, the Contributing Party Guarantor shall indemnify the Claiming Party Guarantor in an amount equal to (i) the amount of such payment or (ii) the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively7.16, the date of the supplement hereto executed and delivered by such Guarantor or GrantorGuarantor). Any Contributing Party Guarantor making any payment to a Claiming Party Guarantor pursuant to this Section 5.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party Guarantor under Section 5.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 5.036.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation or assets of any other Grantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement any Collateral Document to satisfy any Obligation of a Borrower or an Account Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties Borrower as provided in Section 5.016.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or and the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively7.13, the date of the supplement hereto executed and delivered by such Guarantor or Grantor); provided that in the event the Claiming Party shall be Parent, none of the Subsidiary Credit Parties shall have any obligation to indemnify Parent pursuant to this paragraph. Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 6.02 shall (subject to Section 5.036.03) be subrogated to the rights of such Claiming Party under Section 5.01 6.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 5.03Sections 3.03 and 3.04) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation Guaranteed Obligations or assets of any other Grantor Guarantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement any Security Document to satisfy any Guaranteed Obligation of a Borrower or an Account owed to any Guaranteed Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties as provided in Section 5.013.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 5.13, the date of the Supplement executed and delivered by such Guarantor) and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or 5.13, such other date). Subject to the terms of Section 6.173.03(b), respectivelyeach Guarantor hereby agrees that to the extent a Guarantor shall have paid more than its proportionate share of any payment made hereunder, the date of the supplement hereto executed and delivered by such Guarantor or Grantor)shall be entitled to seek and receive contribution from and against any other Guarantor hereunder that has not paid its proportionate share of such payment. Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 3.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 3.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor Holdings and Grantor each Subsidiary Loan Party (each a “Contributing PartyGuarantor”) agrees (subject to Section 5.036) that, in the event a payment in respect of any Guaranteed Obligations shall be made by any other Guarantor hereunder in respect of any Obligation or assets of any other Grantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement to satisfy any Obligation of a Borrower or an Account Party and such other Guarantor or Grantor (the “Claiming PartyGuarantor”) shall not have been fully indemnified by Holdings and the Borrowers or the Account Subsidiary Loan Parties as provided in Section 5.018, the Contributing Party Guarantor shall indemnify the Claiming Party Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors Loan Parties on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively, the date of the supplement hereto executed and delivered by such Guarantor or Grantor)hereof. Any Contributing Party Guarantor making any payment to a the Claiming Party Guarantor pursuant to this Section 5.02 9 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party Guarantor under Section 5.01 8 to the extent of such payment; provided that neither Holdings nor any Subsidiary Loan Party shall be obligated to indemnify the Borrower hereunder to the extent such Guaranteed Obligations constitute Excluded Swap Obligations of Holdings or such Subsidiary Loan Party.

Contribution and Subrogation. Each Guarantor (other than Holdings and Grantor the Company) (a “Contributing PartyGuarantor”) agrees (subject to Section 5.036.03 hereof) that, in the event a payment shall be made by any other Guarantor (other than Holdings and the Company) hereunder in respect of any Obligation or assets of any other Grantor Guarantor (other than Holdings or and the Parent Borrower) shall be sold pursuant to this Agreement any Security Document to satisfy any Obligation of a Borrower or an Account owed to any Secured Party and such other Guarantor or Grantor (the “Claiming PartyGuarantor”) shall not have been fully indemnified by the Borrowers or the Account Parties applicable Borrower, as provided in Section 5.016.01 hereof, the Contributing Party Guarantor shall indemnify the Claiming Party Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may beapplicable, in each case multiplied by a fraction of which the numerator shall be the net worth of the such Contributing Party Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively7.16 hereof, the date of the supplement hereto executed and delivered by such Guarantor or GrantorGuarantor). Any Contributing Party Guarantor making any payment to a Claiming Party Guarantor pursuant to this Section 5.02 6.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party Guarantor under Section 5.01 6.01 hereof to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 5.03Sections 3.03 and 3.04) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation Guaranteed Obligations or assets of any other Grantor Guarantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement any Security Document to satisfy any Guaranteed Obligation of a Borrower or an Account owed to any Guaranteed Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties as provided in Section 5.013.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 5.13, the date of the Supplement executed and delivered by such Guarantor) and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.175.13, respectively, the date of the supplement hereto executed and delivered by such Guarantor or Grantorother date). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 3.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 3.01 to the extent of such payment. Notwithstanding the foregoing, no Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder shall be required to make any contribution hereunder to any other Guarantor with respect to any Excluded Swap Obligations.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 5.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation or assets of any other Grantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement any Security Document to satisfy any Obligation of a Borrower or an Account owed to any Secured Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties Borrower as provided in Section 5.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors Grantor on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively6.14, the date of the supplement hereto executed and delivered by such Guarantor or Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 to the extent of such payment.

Contribution and Subrogation. Each Subsidiary Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 5.03) that, in the event a payment shall be made by any other Subsidiary Guarantor hereunder in respect of any Obligation or assets of any other Grantor (other than Holdings or the Parent Borrower) Subsidiary Guarantor shall be sold pursuant to this Agreement any Security Document to satisfy any Purchase Money Obligation (other, in each case, than a Purchase Money Obligation for the incurrence of a Borrower or an Account Party which such other Subsidiary Guarantor received fair and adequate consideration) and such other Subsidiary Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties Borrower as provided in Section 5.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors and Grantors on the date hereof (or, in the case of any Subsidiary Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively6.14, the date of the supplement hereto executed and delivered by such Guarantor or GrantorSubsidiary Guarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 5.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation or assets of any other Guarantor or Grantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement, the Pledge Agreement or any other Security Document to satisfy any Obligation of a Borrower or an Account Party Shared Pledge Obligation and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties Borrower as provided in Section 5.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.13 or to the Pledge Agreement pursuant to Section 4.13 thereof, the date of the supplement hereto or to the Pledge Agreement, as the case may be, executed and delivered by such Guarantor or Grantor) and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 6.13 or to the Pledge Agreement pursuant to Section 6.174.13 thereof, respectively, the date of the supplement hereto executed and delivered by such Guarantor or Grantorother date). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “"Contributing Party”Guarantor") agrees (subject to Section 5.033) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation or assets of any other Grantor (other than Holdings or under the Parent Borrower) shall be sold pursuant to this Guarantee Agreement to satisfy any Obligation of a Borrower or an Account Party and such other Guarantor or Grantor (the “"Claiming Party”Guarantor") shall not have been fully indemnified by the Borrowers or the Account Parties Borrower as provided in Section 5.011, the Contributing Party Guarantor shall indemnify the Claiming Party Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth (without taking into account any Obligations) of the Contributing Party Guarantor on the date hereof (or, if later, the date such Contributing Guarantor became a party hereto) and the denominator shall be the aggregate net worth (without taking into account any Obligations) of all the Guarantors and Grantors on the date hereof (or, in plus the case net worth of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively, 14 on the date of the supplement hereto executed and delivered by such Guarantor or Grantor)so became a party hereto. Any Contributing Party Guarantor making any payment to a Claiming Party Guarantor pursuant to this Section 5.02 2 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party Guarantor under Section 5.01 1 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (each such Guarantor or Grantor (other than, in the case of any payment referred to in this sentence in respect of any Obligation of the Borrower) being called a “Contributing Party”) agrees (subject to Section 5.036.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation (other than any such payment made by the Borrower in respect of its own Obligations) or assets of any other Grantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement any Security Document to satisfy any Obligation (other than any assets of a the Borrower or an Account Party sold to satisfy its own Obligations) and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties Borrower, as provided in Section 5.016.01, the such Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assetsassets (the “Indemnified Amount”), as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the such Contributing Party on the date hereof Closing Date and the denominator shall be the aggregate net worth of all the Guarantors and Grantors Contributing Parties on the date hereof Closing Date (or, in the case of any Guarantor or Grantor Contributing Party becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively7.12, the date of the supplement hereto executed and delivered by such Guarantor or GrantorContributing Party). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 6.02 shall (subject to Section 5.036.03) be subrogated to the rights of such Claiming Party under Section 5.01 6.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 5.033.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation Obligations or assets of any other Grantor (other than Holdings or the Parent Borrower) Guarantor shall be sold pursuant to this Agreement any Loan Document to satisfy any Obligation of a Borrower or an Account Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties Borrower as provided in Section 5.013.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assetsassets (the “Indemnified Amount”), as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively5.12, the date of the supplement Supplement hereto executed and delivered by such Guarantor or GrantorGuarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 3.02 shall (subject to Section 5.033.03) be subrogated to the rights of such Claiming Party under Section 5.01 3.01 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Swap Obligations, only those Contributing Parties for whom such Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 5.033.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation or assets of any other Grantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement to satisfy any Obligation of a Borrower or an Account Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties Borrower as provided in Section 5.013.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assetspayment, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively4.13, the date of the supplement hereto executed and delivered by such Guarantor or GrantorGuarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 3.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 3.01 to the extent of such payment. For purposes of this Agreement, “net worth” of any Guarantor as of any date shall mean (a) the amount of the total assets of such Guarantor as of such date minus (b) the amount of the total liabilities of such Guarantor as of such date, in each case that would be reflected on a balance sheet prepared on a consolidated basis as of such date in accordance with GAAP.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 5.03SECTION 3.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation or assets of any other Grantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement to satisfy any Obligation of a Borrower or an Account Party Indemnification Obligations and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties as provided in Section 5.01SECTION 3.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assetspayment, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the Distribution Date (or, in the case of any Guarantor becoming a party hereto pursuant to SECTION 5.07, the date hereof of the Supplement executed and delivered by such Guarantor) and the denominator shall be the aggregate net worth of all of the Guarantors and Grantors on the date hereof Distribution Date (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17SECTION 5.07, respectively, the date of the supplement hereto executed and delivered by such Guarantor or Grantorother date). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 SECTION 3.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 SECTION 3.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 5.033.03) that, in the event a payment shall be made by any other Guarantor (other than a payment by any Borrower of its Obligations under the Credit Agreement) hereunder in respect of any Obligation Obligations or assets of any other Grantor Guarantor (other than Holdings or the Parent BorrowerCompany) shall be sold pursuant to this Agreement any Loan Document to satisfy any Obligation (other than any such sale of a assets of any Borrower or an Account Party to satisfy its Obligations under the Credit Agreement) and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties as provided in Section 5.013.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively5.12, the date of the supplement Supplement hereto executed and delivered by such Guarantor or GrantorGuarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 3.02 shall (subject to Section 5.033.03) be subrogated to the rights of such Claiming Party under Section 5.01 3.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 5.036.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation or assets of any other Grantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement any Security Document to satisfy any Obligation of a Borrower or an Account owed to any Secured Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties Borrower as provided in Section 5.016.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively7.14, the date of the supplement hereto executed and delivered by such Guarantor or Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 6.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 6.01 to the extent of such payment.

Contribution and Subrogation. Each Subsidiary Guarantor and Subsidiary Grantor (a “Contributing Party”) agrees (subject to Section 5.036.03) that, in the event a payment shall be made by any other Subsidiary Guarantor hereunder in respect of any Obligation or assets of any other Grantor (other than Holdings or the Parent BorrowerSubsidiary Grantor) shall be sold pursuant to this Agreement any Security Document to satisfy any Obligation of a Borrower or an Account Party and such other Subsidiary Guarantor or Subsidiary Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties Borrower as provided in Section 5.016.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors and Subsidiary Grantors on the date hereof (or, in the case of any Subsidiary Guarantor or Subsidiary Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.177.13, respectively, its net worth and such aggregate net worth on the date of the supplement hereto executed and delivered by such Subsidiary Guarantor or Subsidiary Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 6.02 shall (subject to Section 5.036.03) be subrogated to the rights of such Claiming Party under Section 5.01 6.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor Grantor, other than the Company, that has guaranteed, or granted Liens to secure, the Obligations (a “Contributing Party”) agrees (subject to Section 5.038.03) that, in the event a payment shall be made by any other Guarantor (other than the Company) hereunder in respect of any Obligation Obligations or assets of any other Grantor (other than Holdings or the Parent BorrowerCompany) shall be sold pursuant to this Agreement any Security Document to satisfy any Obligation of a Borrower or an Account Party Obligations and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties Company as provided in Section 5.018.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors Grantors, other than the Company. For the purposes of the previous sentence, the net worth of each Guarantor and Grantor shall be determined on the date hereof Effective Date (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 Guarantor or Section 6.17, respectivelyGrantor after the Effective Date, the date of the supplement hereto executed and delivered by on which such Guarantor or Grantor shall have become a Guarantor or Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 8.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor (other than Holdings and Grantor the Domestic Borrower) (a “"Contributing Party”Guarantor") agrees (subject to Section 5.036.03) that, in the event a payment shall be made by any other Guarantor (other than Holdings and the Domestic Borrower) hereunder in respect of any Guaranteed Obligation or assets of any other Grantor Guarantor (other than Holdings or and the Parent Domestic Borrower) shall be sold pursuant to this Agreement any Security Document to satisfy any Guaranteed Obligation of a Borrower or an Account owed to any Secured Party and such other Guarantor or Grantor (the “"Claiming Party”Guarantor") shall not have been fully indemnified by the Borrowers or the Account Parties Domestic Borrower as provided in Section 5.016.01, the Contributing Party Guarantor shall indemnify the Claiming Party Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may beapplicable, in each case multiplied by a fraction of which the numerator shall be the net worth of the such Contributing Party Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively7.15, the date of the supplement hereto executed and delivered by such Guarantor or GrantorGuarantor). Any Contributing Party Guarantor making any payment to a Claiming Party Guarantor pursuant to this Section 5.02 6.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party Guarantor under Section 5.01 6.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 5.036.03) that, in the event a payment shall be made by any other Guarantor Grantor hereunder in respect of any Canadian Secured Obligation or assets of any other Grantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement any Security Document to satisfy any Canadian Secured Obligation of a Borrower or an Account owed to any Secured Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties applicable Canadian Borrower as provided in Section 5.016.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively7.14, the date of the supplement hereto executed and delivered by such Guarantor or Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 6.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 6.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 5.039.10) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Guaranteed Obligation or any assets of any other Grantor Guarantor (other than Holdings or the Parent BorrowerCompany) shall be sold pursuant to this Agreement any Security Document to satisfy any Secured Obligation of a Borrower or an Account owed to any Secured Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties Company as provided in Section 5.019.08, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors (other than the Company) on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectivelyafter the date hereof, the date of the supplement hereto executed and delivered by such Guarantor or Grantoron which it became a Guarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 9.09 shall (subject to Section 5.039.10) be subrogated to the rights of such Claiming Party under Section 5.01 9.08 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 5.036.03) that, in the event a payment shall be made by any other Guarantor Grantor hereunder in respect of any Obligation or assets of any other Grantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement any Security Document to satisfy any Obligation of a Borrower or an Account owed to any Secured Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties applicable Borrower as provided in Section 5.016.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively7.14, the date of the supplement hereto executed and delivered by such Guarantor or Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 6.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 6.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (each such Guarantor or Grantor, other than, in the case of any payment referred to in this sentence by Capital Holdings under the Note, as applicable, being referred to as a “Contributing Party”) agrees (subject to Section 5.03) that, in the event a payment shall be made by any other the Guarantor hereunder in respect of any Obligation the Note or assets of any other Grantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement hereto to satisfy the Note (other than any Obligation assets of a Borrower or an Account Party Capital Holdings sold to satisfy its obligations under the Note) and such other the Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers Borrower or the Account Parties Borrowers, as applicable, as provided in Section 5.01, the such Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assetsassets (the “Indemnified Amount”), as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the such Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors Contributing Parties on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively, the date of the supplement hereto executed and delivered by such Guarantor or Grantor)hereof. Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 to the extent of such payment.

Contribution and Subrogation. Each Subsidiary Guarantor and Grantor (each, a “Contributing PartyGuarantor”) agrees (subject to Section 5.036.03) that, in the event a payment shall be made by any other Contributing Guarantor hereunder in respect of any Obligation Obligation, or assets of any other Grantor (other than Holdings or the Parent Borrower) Contributing Guarantor shall be sold pursuant to this Agreement any Security Document to satisfy any Obligation of a Borrower or an Account Party owed to any Secured Party, and such other Contributing Guarantor or Grantor (the “Claiming PartyGuarantor”) shall not have been fully indemnified by Holdings or the Borrowers or the Account Parties as provided in Section 5.016.01, the Contributing Party Guarantor shall indemnify the Claiming Party Guarantor in an amount equal to (i) the amount of such payment or (ii) the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Guarantors and Grantors on the date hereof (or, in the case of any Contributing Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively9.14, the date of the supplement hereto executed and delivered by such Guarantor or GrantorContributing Guarantor). Any Contributing Party Guarantor making any payment to a Claiming Party Guarantor pursuant to this Section 5.02 6.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party Guarantor under Section 5.01 6.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor other than with respect to First Lien Obligations for which such Grantor is primarily liable as a Borrower (a “Contributing Party”) agrees (subject to Section 5.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation or assets of any other Grantor (other than Holdings or the Parent Borrower) such Borrower shall be sold pursuant to this Agreement any Collateral Document to satisfy any First Lien Obligation of a such Borrower or an Account owed to any First Lien Secured Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties such Borrower as provided in Section 5.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof Closing Date and the denominator shall be the aggregate net worth of all the Guarantors and Grantors Contributing Parties together with the net worth of the Claiming Party on the date hereof Closing Date (or, in the case of any Guarantor or Grantor becoming a party to the Original Security Agreement or hereto pursuant to Section 6.16 6.14 thereof or Section 6.17, respectivelyhereof, the date of the supplement Security Agreement Supplement hereto executed and delivered by such Guarantor or Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 5.033.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation or assets of any other Grantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement to satisfy any Obligation of a Borrower or an Account Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties as provided in Section 5.013.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may bepayment, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors Contributing Parties together with the net worth of the Claiming Party on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively4.14, the date of the supplement Guarantee Agreement Supplement hereto executed and delivered by such Guarantor or GrantorGuarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 3.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 to the extent of such payment. Each Guarantor recognizes and acknowledges that the rights to contribution arising hereunder shall constitute an asset in favor of the party entitled to such contribution. In this connection, each Guarantor has the right to waive, to the fullest extent permitted by applicable law, its contribution right against any other Guarantor to the extent that after giving effect to such waiver such Guarantor would remain solvent, in the determination of the Lenders.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”"CONTRIBUTING PARTY") agrees (subject to Section 5.036.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation or assets of any other Grantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement any Security Document to satisfy any Obligation of a Borrower or an Account owed to any Secured Party and such other Guarantor or Grantor (the “Claiming Party”"CLAIMING PARTY") shall not have been fully indemnified by the Borrowers or the Account Parties Borrower as provided in Section 5.016.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively7.16, the date of the supplement hereto executed and delivered by such Guarantor or Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 6.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 6.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor US Borrower Subsidiary Party (a “Contributing Party”) agrees (subject to Section 5.036.03) that, in the event a payment shall be made by any other Guarantor US Borrower Subsidiary Party hereunder in respect of any Obligation or assets of any other Grantor (other than Holdings or the Parent Borrower) US Borrower Subsidiary Party shall be sold pursuant to this Agreement any Security Document to satisfy any Obligation of a Borrower or an Account owed to any Secured Party and such other Guarantor or Grantor US Borrower Subsidiary Party (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties applicable Borrower as provided in Section 5.016.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors US Borrower Subsidiary Parties on the date hereof (or, in the case of any Guarantor or Grantor US Borrower Subsidiary Party becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively7.14, the date of the supplement Guarantee and Collateral Agreement Supplement hereto executed and delivered by such Guarantor or GrantorUS Borrower Subsidiary Party). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 6.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 6.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a for purposes of this Section 3(a), an “Contributing Party”) agrees (subject to Section 5.034 hereof) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation under the Guaranty or assets of any other Grantor (other than Holdings or the Parent Borrower) Guarantor shall be sold pursuant to this Agreement any Collateral Document to satisfy a claim of Bank and any Affiliate of Bank in respect of any Guaranteed Obligation of a Borrower or an Account Party and such other Guarantor or Grantor (for purposes of this Section 3(a), the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties Borrower as provided in Section 5.012 hereof, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assetsassets (or a pro rata amount thereof based on the portion of sale proceeds applied to satisfy such claim), as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof of the Guaranty (or, in the case of any Guarantor becoming a party hereto pursuant to Section 14 hereof, the date of the Supplement hereto executed and delivered by such Guarantor) and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof of the Guaranty (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively14 hereof, the date of the supplement Supplement hereto executed and delivered by such Guarantor or GrantorGuarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 3(a) shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 2 hereof to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 5.038.3) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation or assets of any other Grantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement any Security Document to satisfy any Obligation of a Borrower or an Account owed to any Secured Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties Borrower as provided in Section 5.018.1, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof Closing Date and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof Closing Date (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively9.14, the date of the supplement hereto executed and delivered by such Guarantor or Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 8.2 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 8.1 to the extent of such payment.

Contribution and Subrogation. Each Subsidiary Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 5.036.03) that, in the event a payment shall be made by any other Subsidiary Guarantor hereunder in respect of any Obligation or assets of any other Grantor (other than Holdings or the Parent Borrower) Subsidiary Guarantor shall be sold pursuant to this Agreement any Security Document to satisfy any Obligation of a Borrower or an Account owed to any Secured Party and such other Subsidiary Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties Borrower and Holdings as provided in Section 5.016.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors and Grantors on the date hereof (or, in the case of any Subsidiary Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively7.14, the date of the supplement hereto executed and delivered by such Guarantor or GrantorSubsidiary Guarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 6.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 6.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 5.033.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation or assets of any other Grantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement to satisfy any Obligation of a Borrower or an Account Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties applicable Borrower as provided in Section 5.013.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may bepayment, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors Contributing Parties together with the net worth of the Claiming Party on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively4.12, the date of the supplement Guaranty Supplement hereto executed and delivered by such Guarantor or GrantorGuarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 3.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 to the extent of such payment. Each Guarantor recognizes and acknowledges that the rights to contribution arising hereunder shall constitute an asset in favor of the party entitled to such contribution. In this connection, each Guarantor has the right to waive, to the fullest extent permitted by applicable law, its contribution right against any other Guarantor to the extent that after giving effect to such waiver such Guarantor would remain solvent, in the determination of the Lenders.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 5.036.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation or assets of any other Grantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement any Security Document to satisfy any Obligation of a Borrower or an Account owed to any Secured Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties Borrower as provided in Section 5.016.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively7.14, the date of the supplement hereto executed and delivered by such Guarantor or Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 6.02 shall (subject to Section 5.036.03) be subrogated to the rights of such Claiming Party under Section 5.01 6.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”"CONTRIBUTING PARTY") agrees (subject to Section 5.03) that, in the event a payment shall be made by any other Guarantor under the Indenture or hereunder in respect of any Obligation or that assets of any other Grantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement any Security Document to satisfy any Obligation of a Borrower or an Account owed to any Secured Party and such other Guarantor or Grantor (the “Claiming Party”"CLAIMING PARTY") shall not have been fully indemnified by the Borrowers or the Account Parties Company as provided in Section 5.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, (a) in the case of any Guarantor or becoming a party to the Indenture pursuant to Section 4.12 of the Indenture, the date of the supplement to the Indenture executed and delivered by such Guarantor or, (b) in the case of any Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively6.14, the date of the supplement hereto executed and delivered by such Guarantor or Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 to the extent of such payment.

Contribution and Subrogation. Each U.S. Guarantor and Grantor (a “Contributing PartyGuarantor”) agrees (subject to Section 5.036.03) that, in the event a payment shall be made by any other U.S. Guarantor hereunder in respect of any Obligation or assets of any other Grantor (other than Holdings or the Parent Borrower) U.S. Guarantor shall be sold pursuant to this Agreement any Security Document to satisfy any Obligation of a Borrower or an Account owed to any Secured Party and such other U.S. Guarantor or Grantor (the “Claiming PartyGuarantor”) shall not have been fully indemnified by the Borrowers or the Account Parties U.S. Borrower as provided in Section 5.016.01, the Contributing Party Guarantor shall indemnify the Claiming Party Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the U.S. Guarantors and Grantors on the date hereof (or, in the case of any U.S. Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively7.16, the date of the supplement Supplement hereto executed and delivered by such Guarantor or GrantorU.S. Guarantor). Any Contributing Party Guarantor making any payment to a Claiming Party Guarantor pursuant to this Section 5.02 6.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party Guarantor under Section 5.01 6.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 5.036.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation or assets of any other Grantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement any Security Document to satisfy any Obligation of a Borrower or an Account owed to any Secured Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties Borrower as provided in Section 5.016.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof Closing Date (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively7.14, the date of the supplement hereto executed and delivered by such Guarantor or Grantor) and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the Closing Date (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 7.14, such other date). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 6.02 shall (subject to Section 5.036.03) be subrogated to the rights of such Claiming Party under Section 5.01 6.01 to the extent of such payment.

Contribution and Subrogation. Each Subsidiary Guarantor and Grantor (a “Contributing PartySubsidiary Guarantor”) agrees (subject to Section 5.036.03) that, in the event a payment shall be made by any other Subsidiary Guarantor hereunder in respect of any Obligation Obligation, or assets of any other Grantor (other than Holdings or the Parent Borrower) Subsidiary Guarantor shall be sold pursuant to this Agreement any Security Document to satisfy any Obligation of a Borrower or an Account Party owed to any Secured Party, and such other Subsidiary Guarantor or Grantor (the “Claiming PartySubsidiary Guarantor”) shall not have been fully indemnified by the Borrowers or the Account Parties Borrower as provided in Section 5.016.01, the Contributing Party Subsidiary Guarantor shall indemnify the Claiming Party Subsidiary Guarantor in an amount equal to (i) the amount of such payment or (ii) the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party Subsidiary Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors and Grantors on the date hereof (or, in the case of any Subsidiary Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively7.16, the date of the supplement hereto executed and delivered by such Guarantor or GrantorSubsidiary Guarantor). Any Contributing Party Subsidiary Guarantor making any payment to a Claiming Party Subsidiary Guarantor pursuant to this Section 5.02 6.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party Subsidiary Guarantor under Section 5.01 6.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (each such Guarantor (other than, in the case of any payment referred to in this sentence in respect of any Obligation of such Guarantor, such Guarantor) being called a “Contributing Party”) agrees (subject to Section 5.033.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation or assets of any other Grantor (other than Holdings or the Parent Borrowerany such payment made by any Guarantor in respect of its own Obligations) shall be sold pursuant to this Agreement to satisfy any Obligation of a Borrower or an Account Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties applicable Guarantor, as applicable, as provided in Section 5.013.01, the such Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively, the date of the supplement hereto executed and delivered by such Guarantor or Grantor)Party. Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 3.02 shall (subject to Section 5.033.03) be subrogated to the rights of such Claiming Party under Section 5.01 3.01 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment made to satisfy Obligations constituting Swap Obligations, only those Contributing Parties for whom such Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party.

Contribution and Subrogation. Each Guarantor and Grantor (a “"Contributing Party”") agrees (subject to Section 5.032.4) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Borrower Obligation or assets of any other Grantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement any Security Document to satisfy any Borrower Obligation of a Borrower or an Account Party owed to any Lender and such other Guarantor or Grantor (the “"Claiming Party”") shall not have been fully indemnified by the Borrowers or the Account Parties Borrower as provided in Section 5.012.2, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively8.14, the date of the supplement hereto Assumption Agreement executed and delivered by such Guarantor or Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 2.3 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 2.2 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 5.036.03) that, in the event a payment shall be made by any other Guarantor (other than the Borrower) hereunder in respect of any Secured Obligation or assets of any other Grantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement any Security Document to satisfy any Secured Obligation of a Borrower or an Account Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties Borrower as provided in Section 5.016.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value Fair Market Value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 7.13, the date of the Supplement executed and delivered by such Guarantor or Grantor) and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively7.13, the date of the supplement hereto Supplement executed and delivered by such Guarantor or Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 6.02 shall (subject to Section 5.036.03) be subrogated to the rights of such Claiming Party under Section 5.01 6.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to this Section 5.033.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Guaranteed Obligation or assets of any other Grantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement to satisfy any Obligation of a Borrower or an Account Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Dutch Borrowers or the Account Parties as provided in Section 5.013.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may bepayment, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors Contributing Parties together with the net worth of the Claiming Party on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively4.13, the date of the supplement Guaranty Supplement hereto executed and delivered by such Guarantor or GrantorGuarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 3.03 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 to the extent of such payment. Each Guarantor recognizes and acknowledges that the rights to contribution arising hereunder shall constitute an asset in favor of the party entitled to such contribution. In this connection, each Guarantor has the right to waive, to the fullest extent permitted by applicable law, its contribution right against any other Guarantor to the extent that, after giving effect to such waiver, such Guarantor would remain solvent, in the reasonable determination of the Administrative Agent.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 5.033.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation or assets of any other Grantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement to satisfy any Obligation of a Borrower or an Account Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties Borrower as provided in Section 5.013.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assetspayment, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively4.14, the date of the supplement hereto executed and delivered by such Guarantor or GrantorGuarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 3.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 3.01 to the extent of such payment. For purposes of this Agreement, “net worth” of any Guarantor as of any date shall mean (a) the amount of the total assets of such Guarantor as of such date minus (b) the amount of the total liabilities of such Guarantor as of such date, in each case that would be reflected on a balance sheet prepared on a consolidated basis as of such date in accordance with GAAP.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 5.034.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Foreign Obligation or assets of any other Grantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement to satisfy any Obligation of a Borrower or an Account Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties Dutch Subsidiary Borrower as provided in Section 5.014.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may bepayment, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors Contributing Parties together with the net worth of the Claiming Party, in each case, on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively4.13, the date of the supplement hereto Guaranty Supplement executed and delivered by such Guarantor or GrantorGuarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 4.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 to the extent of such payment. Each Guarantor recognizes and acknowledges that the rights to contribution arising hereunder shall constitute an asset in favor of the party entitled to such contribution. In this connection, each Guarantor has the right to waive, to the fullest extent permitted by applicable law, its contribution right against any other Guarantor to the extent that after giving effect to such waiver such Guarantor would remain solvent, in the determination of the Required Lenders.

Contribution and Subrogation. Each Guarantor and Grantor (a “"Contributing Party”") agrees (subject to Section 5.03) that, in the event a payment shall be made by any other Guarantor under the Indenture or hereunder in respect of any Obligation or that assets of any other Grantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement any Security Document to satisfy any Obligation of a Borrower or an Account owed to any Secured Party and such other Guarantor or Grantor (the “"Claiming Party”") shall not have been fully indemnified by the Borrowers or the Account Parties Company as provided in Section 5.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, (a) in the case of any Guarantor or becoming a party to the Indenture pursuant to Section 4.12 of the Indenture, the date of the supplement to the Indenture executed and delivered by such Guarantor or, (b) in the case of any Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively6.14, the date of the supplement hereto executed and delivered by such Guarantor or Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 5.03SECTION 3.03. ) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Guaranteed Obligation that is guaranteed by the Contributing Party or any assets of any other Grantor Guarantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement any Security Document to satisfy any Secured Obligation of a Borrower or an Account owed to any Credit Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties as provided in Section 5.01SECTION 3.01. , the each Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assetspayment, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate sum of the respective net worth worths of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectivelySECTION 5.14. , the date of the supplement hereto executed and delivered by Supplement pursuant to which such Guarantor or Grantorbecame a party hereto). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 SECTION 3.02. shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 SECTION 3.01. to the extent of such payment. For purposes of this Agreement, “net worth” of any Guarantor as of any date shall mean (a) the amount of the total assets of such Guarantor as of such date minus (b) the amount of the total liabilities of such Guarantor as of such date, in each case that would be reflected on a balance sheet prepared on a consolidated basis as of such date in accordance with GAAP.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 5.036.03) that, in the event a payment shall be made by any other Guarantor (other than the Borrower) hereunder in respect of any Secured Obligation or assets of any other Grantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement any Collateral Document to satisfy any Secured Obligation of a Borrower or an Account Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties Borrower as provided in Section 5.016.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof of such calculation and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively, the date of the supplement hereto executed and delivered by such Guarantor or Grantor)calculation. Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 6.02 shall (subject to Section 5.036.03) be subrogated to the rights of such Claiming Party under Section 5.01 6.01 to the extent of such payment. For the avoidance of doubt, upon the release of any Loan Party from the Secured Obligations pursuant to the Credit Agreement, all rights of any Claiming Loan Party hereunder (and to contribution under applicable law or in equity), against such released Loan Party shall automatically and without any action terminate.

Contribution and Subrogation. Each Guarantor and Grantor (for purposes of this Section 3, a “"Contributing Party”") agrees (subject to Section 5.034 hereof) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation or assets of any other Grantor (other than Holdings or under the Parent Borrower) shall be sold pursuant to this Agreement to satisfy any Obligation of a Borrower or an Account Party Guaranty and such other Guarantor or Grantor (for purposes of this Section 3, the “"Claiming Party”") shall not have been fully indemnified by the Borrowers or the Account Parties Borrower as provided in Section 5.012, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof of the Guaranty (or, in the case of any Guarantor becoming a party hereto pursuant to Section 17 hereof, the date of the Supplement hereto executed and delivered by such Guarantor) and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof of the Guaranty (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively17 hereof, the date of the supplement Supplement hereto executed and delivered by such Guarantor or GrantorGuarantor). Any Contributing Party making any payment to a Claiming Party 157 pursuant to this Section 5.02 3 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 2 hereof to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor Loan Party (a “Contributing Party”) agrees (subject to Section 5.0313(c)) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation or assets of any other Grantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement any Security Document to satisfy any Obligation of a Borrower or an Account Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers Borrower or the Account Parties Holdings as provided in Section 5.0113(a), the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assetsassets (the “Indemnified Amount”), as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively22, the date of the supplement hereto executed and delivered by such Guarantor or Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 13(b) shall (subject to Section 5.0313(c)) be subrogated to the rights of such Claiming Party under Section 5.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (other than the Issuer) (each such Guarantor being called a “Contributing Party”) agrees (subject to Section 5.033.03) that, in the event a payment shall be made by any other Guarantor (other than the Issuer) hereunder in respect of any Guaranteed Obligation or assets of any other Grantor Guarantor (other than Holdings or the Parent BorrowerIssuer) shall be sold pursuant to this Agreement any Security Document to satisfy any Obligation of a Borrower or an Account Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties Issuer as provided in Section 5.013.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof (or, in the case of any Contributing Party becoming a party hereto pursuant to Section 5.12, the date of the Supplement hereto executed and delivered by such Contributing Party) and the denominator shall be the aggregate net worth of all the Guarantors and Grantors Contributing Parties on the date hereof (or, in the case of any Guarantor or Grantor Contributing Party) becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively5.12, the date of the supplement Supplement hereto executed and delivered by such Guarantor or GrantorContributing Party). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 3.02 shall (subject to Section 5.033.03) be subrogated to the rights of such Claiming Party under Section 5.01 3.01 to the extent of such payment.

Contribution and Subrogation. Each Subsidiary Guarantor and Grantor (a “Contributing PartyGuarantor”) agrees (subject to Section 5.033.03) that, in the event a payment shall be made by any other Subsidiary Guarantor hereunder under the Guarantee Agreement in respect of any Obligation or assets of any other Grantor (other than Holdings or the Parent Borrower) Subsidiary Guarantor shall be sold pursuant to this the Collateral Agreement or any other Security Document to satisfy any Obligation of a Borrower or an Account owed to any Secured Party and such other Subsidiary Guarantor or Grantor (the “Claiming PartyGuarantor”) shall not have been fully indemnified by Xxxxx 0 and the Borrowers or the Account Parties Borrower as provided in Section 5.011.01, the Contributing Party Guarantor shall indemnify the Claiming Party Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors and Grantors on the date hereof (or, in the case of any a Contributing Guarantor or Grantor any other Subsidiary Guarantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively3.08, the date of the supplement Supplement hereto executed and delivered by such Contributing Guarantor or Grantorother Subsidiary Guarantor). Any Contributing Party Guarantor making any payment to a Claiming Party Guarantor pursuant to this Section 5.02 2.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party Guarantor under Section 5.01 2.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”Party “) agrees (subject to Section 5.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation or assets of any other Guarantor or Grantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement, the Pledge Agreement or any other Security Document to satisfy any Obligation of a Borrower or an Account Party Shared Pledge Obligation and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties Borrower as provided in Section 5.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.13 or to the Pledge Agreement pursuant to Section 4.13 thereof, the date of the supplement hereto or to the Pledge Agreement, as the case may be, executed and delivered by such Guarantor or Grantor) and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 6.13 or to the Pledge Agreement pursuant to Section 6.174.13 thereof, respectively, the date of the supplement hereto executed and delivered by such Guarantor or Grantorother date). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (for purposes of this Section 3, a “Contributing Party”) agrees (subject to Section 5.034 hereof) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation under a Guaranty or assets of any other Grantor (other than Holdings or the Parent Borrower) Guarantor shall be sold pursuant to this Agreement any Security Document to satisfy a claim of the Lenders and the Agent (or any of them) in respect of any Guaranteed Obligation of a Borrower or an Account Party and such other Guarantor or Grantor (for purposes of this Section 3, the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties Borrower as provided in Section 5.012, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assetsassets (or a pro rata amount thereof based on the portion of sale proceeds applied to satisfy such claim), as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof of the Guaranties and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively, the date of the supplement hereto executed and delivered by such Guaranties (for the foregoing purposes, the net worth of each Guarantor or Grantorshall be determined on an unconsolidated basis, without duplication). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 3 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 2 to the extent of such payment.

Contribution and Subrogation. Each Guarantor (other than Holdings and Grantor the Borrower) (a “Contributing PartyGuarantor”) agrees (subject to Section 5.036.03 hereof) that, in the event a payment shall be made by any other Guarantor (other than Holdings and the Borrower) hereunder in respect of any Obligation or assets of any other Grantor Guarantor (other than Holdings or and the Parent Borrower) shall be sold pursuant to this Agreement any Security Document to satisfy any Obligation of a Borrower or an Account owed to any Secured Party and such other Guarantor or Grantor (the “Claiming PartyGuarantor”) shall not have been fully indemnified by the Borrowers or the Account Parties Borrower, as provided in Section 5.016.01 hereof, the Contributing Party Guarantor shall indemnify the Claiming Party Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may beapplicable, in each case multiplied by a fraction of which the numerator shall be the net worth of the such Contributing Party Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively7.16 hereof, the date of the supplement hereto executed and delivered by such Guarantor or GrantorGuarantor). Any Contributing Party Guarantor making any payment to a Claiming Party Guarantor pursuant to this Section 5.02 6.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party Guarantor under Section 5.01 6.01 hereof to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 5.033.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Guaranteed Obligation or assets of any other Grantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement to satisfy any Obligation of a Borrower or an Account Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties Borrower as provided in Section 5.013.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may bepayment, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors Contributing Parties together with the net worth of the Claiming Party on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively4.13, the date of the supplement Guaranty Supplement hereto executed and delivered by such Guarantor or GrantorGuarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 3.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 to the extent of such payment.. Each Guarantor recognizes and acknowledges that the rights to contribution arising hereunder shall constitute an asset in favor of the party entitled to such

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 5.033.03) that, in the event a payment shall be made by any other Guarantor (other than the Borrower) hereunder in respect of any Obligation Secured Obligations or assets of any other Grantor Guarantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement any Security Document to satisfy any Secured Obligation of a Borrower or an Account owed to any Guaranteed Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties as provided in Section 5.013.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may bebe (the “Indemnified Amount”), in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 5.13, the date of the Supplement executed and delivered by such Guarantor) and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively5.13, the date of the supplement hereto Supplement executed and delivered by such Guarantor or GrantorGuarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 3.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 3.01 to the extent of such payment.

Contribution and Subrogation. Each Subsidiary Guarantor and Subsidiary Grantor (a “Contributing Party”) agrees (subject to Section 5.036.03) that, in the event a payment shall be made by any other Subsidiary Guarantor hereunder in respect of any Guaranteed Obligation or assets of any other Grantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement any Loan Group Document to satisfy any Obligation of a Borrower or an Account Party obligation secured hereby and such other Subsidiary Guarantor or Subsidiary Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties FCX as provided in Section 5.016.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors and Subsidiary Grantors on the date hereof (or, in the case of any Subsidiary Guarantor or Subsidiary Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively9.14, the date of the supplement hereto executed and delivered by such Subsidiary Guarantor or Subsidiary Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 6.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 6.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 5.036.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation or assets of any other Grantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement any Security Document to satisfy any Obligation of a Borrower or an Account Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties Borrower as provided in Section 5.016.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively7.13, the date of the supplement hereto executed and delivered by such Guarantor or Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 6.02 shall (subject to Section 5.036.03) be subrogated to the rights of such Claiming Party under Section 5.01 6.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 5.03Sections 2.07, 2.09 and 3.03) that, in the event a payment shall be made by any other Guarantor (other than a payment by any Borrower of its Guaranteed Obligations under the Credit Agreement) hereunder in respect of any Obligation Guaranteed Obligations or assets of any other Grantor Guarantor (other than Holdings or the Parent BorrowerCompany) shall be sold pursuant to this Agreement any Loan Document to satisfy any Guaranteed Obligation (other than any such sale of a assets of any Borrower or an Account Party to satisfy its Guaranteed Obligations under the Credit Agreement) and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties as provided in Section 5.013.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively5.12, the date of the supplement Supplement hereto executed and delivered by such Guarantor or GrantorGuarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 3.02 shall (subject to Section 5.033.03) be subrogated to the rights of such Claiming Party under Section 5.01 3.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 5.038.3) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation or assets of any other Grantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement any Security Document to satisfy any Obligation of a Borrower or an Account owed to any Secured Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties Borrower as provided in Section 5.018.1, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively9.14, the date of the supplement hereto executed and delivered by such Guarantor or Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 8.2 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 8.1 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”"CONTRIBUTING PARTY") agrees (subject to Section 5.036.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation or assets of any other Grantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement any Security Document to satisfy any Obligation of a Borrower or an Account owed to any Secured Party and such other Guarantor or Grantor (the “Claiming Party”"CLAIMING PARTY") shall not have been fully indemnified by the Borrowers or the Account Parties applicable Borrower as provided in Section 5.016.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party (a) on the date hereof or (b) if the Contributing Party becomes a party hereto pursuant to Section 7.14, on the date of the supplement hereto executed and delivered by the Contributing Party, and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (orplus, in the case of with respect to any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 7.14, the net worth of any such Guarantor or Section 6.17, respectively, Grantor on the date of the supplement hereto executed and delivered by such Guarantor or Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 6.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 6.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor other than the applicable Borrower having the obligation to indemnify in Section 4.01 (a “Contributing Party”) agrees (subject to Section 5.034.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation or assets of any other Grantor (other than Holdings or the Parent Borrower) Guarantor shall be sold pursuant to this Agreement any Security Document to satisfy any Obligation of a Borrower or an Account owed to any Secured Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties as provided in Section 5.014.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment (less any partial indemnification by the Borrowers as provided in Section 4.01) or the greater of the book value or the fair market value of such assetsassets (less any partial indemnification by the Borrowers as provided in Section 4.01), as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof (or, in the case of any Contributing Party that is a Guarantor pursuant to Section 5.14. the date of the supplement hereto executed and delivered by such Guarantor) and the denominator shall be the aggregate net worth of all the Guarantors and Grantors (other than the applicable Borrower having the obligation to indemnify in Section 4.01) on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively5.14, the date of the supplement hereto executed and delivered by such Guarantor or GrantorGuarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 4.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 4.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 5.032.4) that, in the event a payment shall be made by any other Guarantor (other than Holdings) hereunder in respect of any Borrower Obligation or assets of any other Grantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement any Security Document to satisfy any Borrower Obligation of a Borrower or an Account Party owed to any Lender and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by Holdings and the Borrowers or the Account Parties Borrower as provided in Section 5.012.2, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively8.14, the date of the supplement hereto Assumption Agreement executed and delivered by such Guarantor or Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 2.3 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 2.2 to the extent of such payment.

Contribution and Subrogation. Each Subsidiary Guarantor and Grantor (a “Contributing Party”) agrees (but subject to Section 5.03the terms, restrictions and limitations set forth in this Subsidiary Guaranty) that, in the event a payment shall be made by any other Subsidiary Guarantor hereunder in respect of any Obligation obligation or assets of any other Grantor Subsidiary Guarantor (other than Holdings Parent Guarantor or the Parent Borrower) shall be sold pursuant to this Agreement any Collateral Document to satisfy any Guaranteed Obligation of a Borrower owed to Agent or an Account Party any Lender and such other Subsidiary Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties Borrower as provided in Section 5.018(c), the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors and Grantors on the date hereof (or, in the case of any Subsidiary Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectivelythe terms hereof, the date of the supplement hereto executed and delivered by such Guarantor or GrantorSubsidiary Guarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 shall (subject to Section 5.038(c) above) be subrogated to the rights of such Claiming Party under Section 5.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (other than Holdings) (a “Contributing Party”"CONTRIBUTING PARTY") agrees (subject to Section 5.036.03) that, in the event a payment shall be made by any other Guarantor (other than Holdings) hereunder in respect of any Obligation or assets of any other Grantor Guarantor (other than Holdings or the Parent BorrowerHoldings) shall be sold pursuant to this Agreement any Security Document to satisfy any Obligation of a Borrower or an Account Party owed to any Secured Party, and such other Guarantor or Grantor (the “Claiming Party”"CLAIMING PARTY") shall not have been fully indemnified by the Borrowers or the Account Parties Borrower as provided in Section 5.016.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to (i) the amount of such payment or (ii) the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors (other than Holdings) on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively7.16, the date of the supplement hereto executed and delivered by such Guarantor or GrantorGuarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 6.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 6.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 5.03Sections 3.03 and 3.04) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation Guaranteed Obligations or assets of any other Grantor Guarantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement any Security Document to satisfy any Guaranteed Obligation of a Borrower or an Account owed to any Guaranteed Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties as provided in Section 5.013.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 5.13, the date of the Supplement executed and delivered by such Guarantor) and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.175.13, respectively, the date of the supplement hereto executed and delivered by such Guarantor or Grantorother date). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 3.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 3.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 5.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation or assets of any other Grantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement any Security Document to satisfy any Obligation of a Borrower or an Account owed to any Secured Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties Borrower as provided in Section 5.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively6.14, the date of the supplement hereto executed and delivered by such Guarantor or Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (each such Grantor (other than, in the case of any payment referred to in this sentence in respect of any Obligation of the Borrower or any Domestic Subsidiary Loan Party, the Borrower or such Domestic Subsidiary Loan Party, as applicable) being called a “Contributing Party”) agrees (subject to Section 5.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation or assets of any other Grantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement any Security Document to satisfy any Obligation (other than any assets of a the Borrower or an Account of any Domestic Subsidiary Loan Party sold to satisfy its own Obligations) and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers Borrower or the Account Parties applicable Domestic Subsidiary Loan Party, as applicable, as provided in Section 5.01, the such Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively, the date of the supplement hereto executed and delivered by such Guarantor or Grantor)therefor. Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a sale of Collateral made to satisfy Obligations constituting Swap Obligations, only those Contributing Parties for whom such Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party.

Contribution and Subrogation. Each Guarantor and Grantor (a “"Contributing Party”") agrees (subject to Section 5.033.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation or assets of any other Grantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement to satisfy any Obligation of a Borrower or an Account Party and such other Guarantor or Grantor (the “"Claiming Party”") shall not have been fully indemnified by the Borrowers or the Account Parties Borrower as provided in Section 5.013.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assetspayment, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively4.14, the date of the supplement hereto executed and delivered by such Guarantor or GrantorGuarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 3.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 3.01 to the extent of such payment. For purposes of this Agreement, "net worth" of any Guarantor as of any date shall mean (a) the amount of the total assets of such Guarantor as of such date minus (b) the amount of the total liabilities of such Guarantor as of such date, in each case that would be reflected on a balance sheet prepared on a consolidated basis as of such date in accordance with GAAP.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”"CONTRIBUTING PARTY") agrees (subject to Section 5.036.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation or assets of any other Grantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement any Security Document to satisfy any Obligation of a Borrower or an Account owed to any Secured Party and such other Guarantor or Grantor (the “Claiming Party”"CLAIMING PARTY") shall not have been fully indemnified by the Borrowers or the Account Parties as provided in Section 5.016.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively7.14, the date of the supplement hereto executed and delivered by such Guarantor or Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 6.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 6.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 5.036.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any U.S. Secured Obligation or assets of any other Grantor (other than Holdings or the Parent any Borrower) shall be sold pursuant to this Agreement any Security Document to satisfy any U.S. Secured Obligation of a Borrower or an Account owed to any Secured Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties Holdings as provided in Section 5.016.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively7.14, the date of the supplement hereto executed and delivered by such Guarantor or Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 6.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 6.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor (other than Holdings and Grantor the U.S. Borrower) (a “"Contributing Party”Guarantor") agrees (subject to Section 5.036.03) that, in the event a payment shall be made by any other Guarantor (other than Holdings and the U.S. Borrower) hereunder in respect of any Obligation or assets of any other Grantor Guarantor (other than Holdings or and the Parent U.S. Borrower) shall be sold pursuant to this Agreement any Security Document to satisfy any Obligation of a Borrower or an Account owed to any Secured Party and such other Guarantor or Grantor (the “"Claiming Party”Guarantor") shall not have been fully indemnified by the Borrowers or the Account Parties applicable Borrower as provided in Section 5.016.01, the Contributing Party Guarantor shall indemnify the Claiming Party Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may beapplicable, in each case multiplied by a fraction of which the numerator shall be the net worth of the such Contributing Party Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively7.16, the date of the supplement hereto executed and delivered by such Guarantor or GrantorGuarantor). Any Contributing Party Guarantor making any payment to a Claiming Party Guarantor pursuant to this Section 5.02 6.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party Guarantor under Section 5.01 6.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (other than Parent Holdings) (a “Contributing Party”) agrees (subject to Section 5.036.03) that, in the event a payment shall be made by any other Guarantor (other than Parent Holdings) hereunder in respect of any Obligation or assets of any other Grantor Guarantor (other than Holdings or the Parent BorrowerHoldings) shall be sold pursuant to this Agreement any Security Document to satisfy any Obligation of a Borrower or an Account Party owed to any Secured Party, and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties Borrower as provided in Section 5.016.01, the such Contributing Party shall indemnify the Claiming Party in an amount equal to (i) the amount of such payment or (ii) the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the such Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors (other than Parent Holdings) on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively7.16, the date of the supplement hereto executed and delivered by such Guarantor or GrantorGuarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 6.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 6.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 5.036.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation or assets of any other Grantor (other than Holdings or the Parent Borrower) Guarantor shall be sold pursuant to this Agreement any Security Document to satisfy any Obligation (other, in each case, than an Obligation for the incurrence of a Borrower or an Account Party which such other Guarantor received fair and adequate consideration) and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties Borrower as provided in Section 5.016.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively7.14, the date of the supplement hereto executed and delivered by such Guarantor or GrantorGuarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 6.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 6.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 5.036.03) that, in the event a payment shall be made by any other Guarantor (other than the Borrower) hereunder in respect of any Obligation or assets of any other Grantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement any Security Document to satisfy any Obligation of a Borrower or an Account owed to any Secured Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties Borrower as provided in Section 5.016.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof (or, in the case of any Guarantor or Grantor that becomes a party hereto pursuant to Section 7.14, the date of the supplement hereto executed and delivered by such Guarantor or Grantor) and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming that becomes a party hereto pursuant to Section 6.16 or Section 6.17, respectively7.14, the date of the supplement hereto executed and delivered by such Guarantor or Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 6.02 shall (subject to Section 5.036.03) be subrogated to the rights of such Claiming Party under Section 5.01 6.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 5.036.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation or assets of any other Grantor (other than Holdings or the Parent a Borrower) shall be sold pursuant to this Agreement any Security Document to satisfy any Obligation of a Borrower or an Account Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties as provided in Section 5.016.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively7.13, the date of the supplement hereto executed and delivered by such Guarantor or Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 6.02 shall (subject to Section 5.036.03) be subrogated to the rights of such Claiming Party under Section 5.01 6.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “---------------------------- "Contributing Party”Guarantor") agrees (subject to Section 5.033) that, in the event a ---------------------- payment shall be made by any other Guarantor hereunder in respect of any Obligation or assets of any other Grantor (other than Holdings or under the Parent Borrower) shall be sold pursuant to this Guarantee Agreement to satisfy a claim of any Obligation of a Borrower or an Account Secured Party and such other Guarantor or Grantor (the “"Claiming Party”-------- Guarantor") shall not have been fully indemnified by the Borrowers or the Account Parties Borrower as provided in --------- Section 5.011, the Contributing Party Guarantor shall indemnify the Claiming Party Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively12, the date of the supplement Supplement hereto executed and delivered by such Guarantor or GrantorGuarantor). Any Contributing Party Guarantor making any payment to a Claiming Party Guarantor pursuant to this Section 5.02 2 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party Guarantor under Section 5.01 1 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 5.033.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation or assets of any other Grantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement to satisfy any Obligation of a Borrower or an Account Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties applicable Borrower as provided in Section 5.013.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may bepayment, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors Contributing Parties together with the net worth of the Claiming Party on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively4.11, the date of the supplement Guaranty Supplement hereto executed and delivered by such Guarantor or GrantorGuarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 3.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 to the extent of such payment. Each Guarantor recognizes and acknowledges that the rights to contribution arising hereunder shall constitute an asset in favor of the party entitled to such contribution. In this connection, each Guarantor has the right to waive, to the fullest extent permitted by applicable law, its contribution right against any other Guarantor to the extent that after giving effect to such waiver such Guarantor would remain solvent, in the determination of the Required Lenders.

Contribution and Subrogation. Each Guarantor and Grantor (a “"Contributing Party”") agrees (subject to Section 5.033) that, in the event a payment shall be made by any other Guarantor hereunder under the Guarantee Agreement or assets of any Guarantor shall be sold pursuant to any Security Document to satisfy a claim of any Secured Party in respect of any Obligation or assets of any other Grantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement to satisfy any Obligation of a Borrower or an Account Party and such other Guarantor or Grantor (the “"Claiming Party”") shall not have been fully indemnified by the Borrowers or the Account Parties Borrower as provided in Section 5.011, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assetsassets (or a pro rata amount thereof based on the portion of sale proceeds applied to satisfy such claim), as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 12, the date of the Supplement hereto executed and delivered by such Guarantor) and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17, respectively12, the date of the supplement Supplement hereto executed and delivered by such Guarantor or GrantorGuarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 2 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 1 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 5.033.03) that, in the event a payment shall be made by any other Guarantor (other than the Borrower) hereunder in respect of any Obligation Secured Obligations or assets of any other Grantor Guarantor (other than Holdings or the Parent Borrower) shall be sold pursuant to this Agreement any Security Document to satisfy any Secured Obligation of a Borrower or an Account owed to any Secured Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers or the Account Parties as provided in Section 5.013.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may bebe (the “Indemnified Amount”), in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 5.13, the date of the Supplement executed and delivered by such Guarantor) and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 6.16 or Section 6.17such Guarantor, respectively, the date of the supplement hereto executed and delivered by such Guarantor or Grantorother date). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 3.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 3.01 to the extent of such payment.