Common use of Contribution and Subrogation Clause in Contracts

Contribution and Subrogation. Each Subsidiary Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6(c)) 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 Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party and such other Subsidiary Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6(a) hereof, the Contributing Guarantor shall indemnify the Claiming 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 applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement, the date of the supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6(b) shall be subrogated to the rights of such Claiming Guarantor under Section 6(a) hereof to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder.

Contribution and Subrogation. Each Subsidiary Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6(c)) 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 Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party and such other Subsidiary Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6(a) hereof), the Contributing Guarantor shall indemnify the Claiming 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 applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 9.11 of the First Lien Credit Agreement, the date of the supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6(b) shall be subrogated to the rights of such Claiming Guarantor under Section 6(a) hereof to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder.

Contribution and Subrogation. Each Subsidiary Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing GuarantorParty”) agrees (subject to Section 6(c)6.03) that, in the event a payment shall be made by any other Subsidiary Guarantor other than the Borrower hereunder in respect of any Guaranteed Obligation or assets of any other Subsidiary Guarantor Grantor other than the Borrower shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party and such other Subsidiary Guarantor or Grantor (the “Claiming GuarantorParty”) shall not have been fully indemnified by the Borrower as provided in Section 6(a) hereof6.01, the such Contributing Guarantor Party shall indemnify the Claiming Guarantor 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 applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Guarantor Party on the date hereof Effective Date and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors Contributing Parties on the date hereof Effective Date (or, in the case of any Subsidiary Guarantor Contributing Party becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement7.12, the date of the supplement hereto executed and delivered by such Subsidiary GuarantorContributing Party). Any Contributing Guarantor Party making any payment to a Claiming Guarantor Party pursuant to this Section 6(b6.02 shall (subject to Section 6.03) shall be subrogated to the rights of such Claiming Guarantor Party under Section 6(a) hereof 6.01 to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit Notwithstanding the obligations and liabilities of any Subsidiary Guarantor foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral Agent and the other Secured Partiesmade to satisfy Obligations constituting Specified Swap Obligations, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the full amount guaranteed by such Subsidiary Guarantor hereunderfraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Subsidiary Guarantor (other than Holdings) (a “Contributing Guarantor”) agrees (subject to Section 6(c)6.03 hereof) that, in the event a payment shall be made by any other Subsidiary Guarantor (other than Holdings) hereunder in respect of any Guaranteed Obligation or assets of any other Subsidiary Guarantor (other than Holdings and the Borrower) shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party and such other Subsidiary Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6(a) 6.01 hereof, the Contributing Guarantor shall indemnify the Claiming 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 applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Guarantor on the date hereof Second Restatement Effective Date and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof Second Restatement Effective Date (or, or in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement7.16 hereof, the date of the supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6(b) 6.02 shall be subrogated to the rights of such Claiming Guarantor under Section 6(a) 6.01 hereof to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder.

Contribution and Subrogation. Each Subsidiary Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6(c)6) that, in the event a payment shall be made by any other Subsidiary Guarantor hereunder under this Agreement in respect of any Guaranteed Obligation or assets of any other Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party Obligations and such other Subsidiary Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6(a) hereof8, the Contributing Guarantor shall indemnify the Claiming 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 applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement21, the date of the supplement Supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6(b) 9 shall be subrogated to the rights of such Claiming Guarantor under Section 6(a) hereof 8 to the extent of such payment. The provisions of this Section 6(b) ; provided that no Contributing Guarantor shall in no respect limit the obligations and liabilities of be obligated to indemnify any Subsidiary Claiming Guarantor hereunder to the Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by extent such Subsidiary Guarantor hereunder.Guaranteed Obligations constitute Excluded Swap Obligations of such Contributing Guarantor

Contribution and Subrogation. Each Subsidiary Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6(c)) 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 Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party and such other Subsidiary Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6(a) hereof, the Contributing Guarantor shall indemnify the Claiming 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 applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement, the date of the supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6(b) shall be subrogated to the rights of such Claiming Guarantor under Section 6(a) hereof to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder.

Contribution and Subrogation. Each Subsidiary Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6(c)3) that, in the event a payment shall be made by any other Subsidiary Guarantor hereunder in respect of any Guaranteed Obligation under, and to the extent required by, the Guarantee Agreement or assets of any other Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to a claim of any Secured Party and such other Subsidiary Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the applicable Borrower as provided in Section 6(a) hereof1, the Contributing Guarantor shall indemnify the Claiming 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 applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Guarantor 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 Subsidiary Guarantors on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement12, the date of the supplement Supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6(b) 2 shall be subrogated to the rights of such Claiming Guarantor under Section 6(a) hereof 1 to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder.

Contribution and Subrogation. (a) Each Subsidiary Guarantor (a “Contributing Subsidiary Guarantor”) agrees (subject to Section 6(c)5.03) that, in the event a payment shall be made by any other Subsidiary Guarantor hereunder in respect of any Guaranteed Obligation Direct Borrower Obligation, or assets of any other Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed guarantee of a Direct Borrower Obligation owed to any Secured Party Party, and such other Subsidiary Guarantor (the “Claiming Subsidiary Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6(a) hereof5.01, the Contributing Subsidiary Guarantor shall indemnify the Claiming 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 applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Subsidiary Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement6.15, the date of the supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Subsidiary Guarantor making any payment to a Claiming Subsidiary Guarantor pursuant to this Section 6(b5.02(a) shall be subrogated to the rights of such Claiming Subsidiary Guarantor under Section 6(a) hereof 5.01 to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder.

Contribution and Subrogation. Each Subsidiary Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6(c)3) that, that in the event a payment shall be made by any other Subsidiary Guarantor hereunder in respect of any Guaranteed Obligation under the Guarantee Agreement or assets of any other Subsidiary Guarantor shall be sold pursuant to any Security Document applicable security agreement or similar instrument or agreement to satisfy any Guaranteed Obligation owed to a claim of any Secured Party Party, and such other Subsidiary Guarantor (the “Claiming Subsidiary Guarantor”) shall not have been fully indemnified by the Borrower GrafTech or Finance as provided in Section 6(a1, each other Subsidiary Guarantor (a “Contributing Subsidiary Guarantor”) hereof, the Contributing Guarantor shall indemnify the Claiming Subsidiary 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 applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Subsidiary Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement16, the date of the supplement Supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Subsidiary Guarantor making any payment to a Claiming Subsidiary Guarantor pursuant to this Section 6(b) 2 shall be subrogated to the rights of such Claiming Subsidiary Guarantor under Section 6(a) hereof 1 to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder.

Contribution and Subrogation. Each QEPM Subsidiary Guarantor (a “Contributing Subsidiary Guarantor”) agrees (subject to Section 6(c)3) that, in the event a payment shall be made by any other QEPM Subsidiary Guarantor hereunder in respect of under any Guaranteed Obligation guaranty for the Credit Agreement or assets of any other Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party an Indenture and such other QEPM Subsidiary Guarantor (the “Claiming Subsidiary Guarantor”) shall not have been fully indemnified by the Borrower Company for any Excess Amount as provided in Section 6(a) hereof1, the each Contributing Subsidiary Guarantor shall indemnify the Claiming Subsidiary 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 applicable, in each case Excess Amount multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Subsidiary Guarantor on the date hereof or on the date on which enforcement is being sought, whichever is greater, and the denominator shall be the aggregate of the respective net worth worths of all the QEPM Subsidiary Guarantors on the date hereof (or, in the case of any QEPM Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement12, the date of the supplement Supplement (as defined in Section 12) hereto executed and delivered by such QEPM Subsidiary Guarantor)) or the date on which enforcement is being sought, whichever is greater. Any Contributing Subsidiary Guarantor making any payment to a Claiming Subsidiary Guarantor pursuant to this Section 6(b) 2 shall be subrogated to the rights of such Claiming Subsidiary Guarantor under Section 6(a) hereof 1 to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder.

Contribution and Subrogation. Each Subsidiary Guarantor and Grantor other than Intermediate Holdings or the Borrower (each such Guarantor or Grantor being called a “Contributing GuarantorParty”) agrees (subject to Section 6(c)6.03) that, in the event a payment shall be made by any other Subsidiary Guarantor other than Intermediate Holdings or the Borrower hereunder in respect of any Guaranteed Secured Obligation or assets of any other Subsidiary Guarantor Grantor other than Intermediate Holdings or the Borrower shall be sold pursuant to any Security Document to satisfy any Guaranteed Secured Obligation owed to any Secured Party and such other Subsidiary Guarantor or Grantor (the “Claiming GuarantorParty”) shall not have been fully indemnified by Intermediate Holdings or the Borrower as provided in Section 6(a) hereof6.01, the such Contributing Guarantor Party shall indemnify the Claiming Guarantor 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 applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Guarantor Party on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors Contributing Parties on the date hereof (or, in the case of any Subsidiary Guarantor Contributing Party becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement7.13, the date of the supplement hereto executed and delivered by such Subsidiary GuarantorContributing Party). Any Contributing Guarantor Party making any payment to a Claiming Guarantor Party pursuant to this Section 6(b6.02 shall (subject to Section 6.03) shall be subrogated to the rights of such Claiming Guarantor Party under Section 6(a) hereof 6.01 to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit Notwithstanding the obligations and liabilities of any Subsidiary Guarantor foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral Agent and the other made to satisfy Secured PartiesObligations constituting Swap Obligations, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured only those Contributing Parties for whom such Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the full amount guaranteed by such Subsidiary Guarantor hereunderfraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Subsidiary Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6(c)) 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 Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party and such other Subsidiary Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6(a) hereof, the Contributing Guarantor shall indemnify the Claiming 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 applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement, the date of the supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6(b) shall be subrogated to the rights of such Claiming Guarantor under Section 6(a) hereof to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Administrative Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Administrative Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder.

Contribution and Subrogation. Each Subsidiary In order to provide for just and equitable contribution among the Guarantors, each Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6(c)) that, that in the event a payment shall be made on any date under this Guaranty by any other Subsidiary Guarantor hereunder in respect of any Guaranteed Obligation or assets of any other Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party and such other Subsidiary Guarantor (the “Claiming "Funding Guarantor”"), each other Guarantor (each a "Contributing Guarantor") shall not have been fully indemnified by the Borrower as provided in Section 6(a) hereof, the Contributing Guarantor shall indemnify the Claiming Funding 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 applicablepayment, in each case multiplied by a fraction the numerator of which the numerator shall be the net worth of such the Contributing Guarantor on the as of such date hereof and the denominator of which shall be the aggregate net worth of all the Subsidiary Contributing Guarantors on together with the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 net worth of the First Lien Credit Agreement, the date Funding Guarantor as of the supplement hereto executed and delivered by such Subsidiary Guarantor)date. Any Contributing Guarantor making any payment to a Claiming Funding Guarantor pursuant to this Section 6(b) 17 shall be subrogated to the rights of such Claiming Funding Guarantor under Section 6(a) hereof to the extent of such payment. The provisions No Guarantor shall have any right of subrogation, reimbursement, contribution or indemnity, nor any right of recourse to security for the Obligations unless and until 93 days shall have elapsed after the date on which the Obligations have been repaid in full and the Loan Documents (as defined in the Credit Agreement) have been terminated, without the filing or commencement, by or against any Borrower, of any state or federal action, suit, petition or proceeding seeking any reorganization, liquidation or other relief or arrangement in respect of creditors of, or the appointment of a receiver, liquidator, trustee or conservator in respect to, any Borrower or its assets. This waiver is expressly intended to prevent the existence of any claim in respect to such subrogation, reimbursement, contribution or indemnity by the Guarantors against the estate of any Borrower within the meaning of Section 101 of the Bankruptcy Code, in the event of a subsequent case involving a Borrower. If an amount shall be paid to any Guarantor on account of such rights at any time prior to termination of this Section 6(b) Guaranty, such amount shall be held in no respect limit trust for the obligations and liabilities benefit of any Subsidiary Guarantor to the Collateral Administrative Agent and the other Secured Parties, Banks and each Subsidiary Guarantor shall remain liable forthwith be paid to the Collateral Administrative Agent, to be credited and applied to the Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents or otherwise as the Administrative Agent may elect. The agreements in this Section 17 shall survive repayment of all of the Obligations and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereundertermination or expiration of this Guaranty in any manner.

Contribution and Subrogation. Each Subsidiary Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6(c)8.3) that, in the event a payment shall be made by any other Subsidiary Guarantor hereunder in respect of any Guaranteed Obligation Canadian Obligation, or assets of any other Subsidiary Guarantor shall be sold pursuant to any Security Loan Document to satisfy any Guaranteed Canadian Obligation owed to any Secured Party Party, and such other Subsidiary Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower relevant Canadian Borrower(s) as provided in Section 6(a) hereof8.1, the Contributing Guarantor shall indemnify the Claiming 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 applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement9.14 hereof, the date of the supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6(b) 8.2 shall be subrogated to the rights of such Claiming Guarantor under Section 6(a) hereof 8.1 to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit Notwithstanding the obligations and liabilities of any Subsidiary Guarantor foregoing, to the Collateral Agent and extent that any claiming Party’s right to indemnification hereunder arises from a payment or sale of assets made to satisfy secured Canadian Borrower Obligations constituting Swap Obligations, only those Contributing Guarantors for whom such Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such claiming Party with the other Secured Parties, and each Subsidiary Guarantor shall remain liable to fraction set forth in the Collateral Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereundersecond preceding sentence.

Contribution and Subrogation. Each Subsidiary Guarantor (a “Contributing Subsidiary Guarantor”) agrees (subject to Section 6(c)5 of this Agreement) 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 Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party under this Agreement and such other Subsidiary Guarantor (the “Claiming Subsidiary Guarantor”) shall not have been fully indemnified by the Borrower Borrowers as provided in Section 6(a) hereof8 of this Agreement, the each Contributing Subsidiary Guarantor shall indemnify the Claiming Subsidiary 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 applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Subsidiary Guarantor on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 20 of this Agreement, the date of the Supplement hereto executed and delivered by such Subsidiary Guarantor) or on the date on which enforcement is being sought, whichever is greater, and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 20 of the First Lien Credit this Agreement, the date of the supplement Supplement hereto executed and delivered by such Subsidiary Guarantor)) or on the date on which enforcement is being sought, whichever is greater. Any Contributing Subsidiary Guarantor making any payment to a Claiming Subsidiary Guarantor pursuant to this Section 6(b) shall be subrogated to the rights of such Claiming Subsidiary Guarantor under Section 6(a) hereof 8 of this Agreement to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder.

Contribution and Subrogation. Each Subsidiary Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6(c)) that, in the event At any time a payment shall be made by any other Subsidiary Guarantor hereunder Party in respect of any Guaranteed Obligation the Secured Obligations is made under this Agreement or assets of any other Collateral Document as a result of a sale of assets by such Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party and such other Subsidiary Guarantor (the “Claiming Guarantor”) that shall not have been fully indemnified by the Borrower as provided in Section 6(a) hereof6.01, the Contributing Guarantor right of contribution of each Subsidiary Party against each other Subsidiary Party shall indemnify be determined as provided in the Claiming Guarantor immediately succeeding sentence, with the right of contribution of each Subsidiary Party to be revised and restated as of each date on which a payment (a “Relevant Payment”) is made on the Secured Obligations under this Agreement and not indemnified pursuant to Section 6.01. At any time that a Relevant Payment is made by a Subsidiary Party that results in the aggregate payments made by such Subsidiary Party in respect of the Secured Obligations to and including the date of the Relevant Payment exceeding such Subsidiary Party’s Contribution Percentage (as defined below) of the aggregate payments made by all Subsidiary Parties in respect of the Secured Obligations to and including the date of the Relevant Payment (such excess, the “Aggregate Excess Amount”), each such Subsidiary Party shall have a right of contribution against each other Subsidiary Party who has made payments in respect of the Secured Obligations to and including the date of the Relevant Payment in an aggregate amount less than such other Subsidiary Party’s Contribution Percentage of the aggregate payments made to and including the date of the Relevant Payment by all Subsidiary Parties in respect of the Secured Obligations (the aggregate amount of such deficit, the “Aggregate Deficit Amount”) in an amount equal to (x) a fraction the amount numerator of which is the Aggregate Excess Amount of such payment or Subsidiary Party and the denominator of which is the Aggregate Excess Amount of all Subsidiary Parties multiplied by (y) the Aggregate Deficit Amount of such other Subsidiary Party. A Subsidiary Party’s right of contribution pursuant to the preceding sentences shall arise at the time of each computation, subject to adjustment to the time of each computation; provided that the contribution rights of such Subsidiary Party shall be subject to Section 6.03. As used in this Section 6.02: (i) each Subsidiary Party’s “Contribution Percentage” shall mean the percentage obtained by dividing (x) the Adjusted Net Worth (as defined below) of such Subsidiary Party by (y) the aggregate Adjusted Net Worth of all Subsidiary Parties; (ii) the “Adjusted Net Worth” of each Subsidiary Party shall mean the greater of (x) the book value or Net Worth (as defined below) of such Subsidiary Party and (y) zero; and (iii) the “Net Worth” of each Subsidiary Party shall mean the amount by which the fair market saleable value of such assets, as applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Guarantor Subsidiary Party’s assets on the date hereof of any Relevant Payment exceeds its existing debts and the denominator shall be the aggregate net worth of all other liabilities (including contingent liabilities, but without giving effect to any Guaranteed Obligations arising under the Subsidiary Guarantors on the date hereof (or, in the case Guaranty or any guaranteed obligations arising under any guaranty of any Junior Financing or any Permitted Refinancing thereof) on such date. Notwithstanding anything to the contrary contained above, any Subsidiary Guarantor becoming a party hereto Party that is released from this Agreement pursuant to Section 5.10 of the First Lien Credit Agreement7.13 hereof shall thereafter have no contribution obligations, the date of the supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor or rights, pursuant to this Section 6(b) 6.02, and at the time of any such release, if the released Subsidiary Party had an Aggregate Excess Amount or an Aggregate Deficit Amount, same shall be subrogated deemed reduced to $0, and the contribution rights and obligations of the remaining Subsidiary Parties shall be recalculated on the respective date of release (as otherwise provided above) based on the payments made hereunder by the remaining Subsidiary Parties. Each of the Subsidiary Parties recognizes and acknowledges that the rights to contribution arising hereunder shall constitute an asset in favor of the party entitled to such Claiming Guarantor under Section 6(a) hereof contribution. In this connection, each Subsidiary Party has the right to waive its contribution right against any other Subsidiary Party to the extent of that after giving effect to such payment. The provisions of this Section 6(b) shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by waiver such Subsidiary Guarantor hereunderParty would remain solvent, in the determination of the Required Lenders.

Contribution and Subrogation. Each Subsidiary Guarantor and Grantor other than the Borrower (each a “Contributing GuarantorParty”) agrees (subject to Section 6(c6.03) that to the extent that a Subsidiary Credit Party shall have paid more than its proportionate share (based, to the maximum extent permitted by law, on the respective Adjusted Net Worths of the Subsidiary Credit Parties on the date the respective payment is made) of any payment made hereunder (whether as Guarantor and/or Grantor hereunder, with proceeds of the Collateral of any Grantor applied hereunder deemed for this purpose to be payments made by it)) that, in the event a payment such Subsidiary Credit Party shall be made by entitled to seek and receive contribution from and against any other Subsidiary Guarantor Credit Party hereunder in respect that has not paid its proportionate share of any Guaranteed Obligation or assets such payment. Each Subsidiary Credit Party’s right of any other Subsidiary Guarantor contribution shall be sold pursuant subject to the terms and conditions of Section 6.03. Notwithstanding anything to the contrary contained above, any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party Guarantor that is released from this Agreement (and such other Subsidiary Guarantor (its guarantees contained herein) in accordance with the “Claiming Guarantor”express provisions of Section 7.13(b) shall not thereafter have been fully indemnified by the Borrower as provided in Section 6(a) hereofno contribution obligations, the Contributing Guarantor shall indemnify the Claiming 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 assetsrights, as applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement, the date of the supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6(b) 6.02, and at the time of any such release, the contribution rights and obligations of the remaining Guarantors shall be subrogated to recalculated on the rights respective date of such Claiming Guarantor under Section 6(arelease (as otherwise provided herein) hereof to based on the extent of such paymentpayments made hereunder by the remaining Guarantors. The provisions of this Section 6(b) 6.02 shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor or Grantor to the Collateral Agent and the other Secured PartiesCreditors, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties Creditors for the full amount guaranteed by such Subsidiary Guarantor hereunder.

Contribution and Subrogation. Each Subsidiary Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6(c)) 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 Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party and such other Subsidiary Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6(a) hereof), the Contributing Guarantor shall indemnify the Claiming 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 applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 9.10 of the First Lien Credit Agreement, the date of the supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6(b) shall be subrogated to the rights of such Claiming Guarantor under Section 6(a) hereof to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder.

Contribution and Subrogation. Each Subsidiary Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6(c)6.03) that, in the event a payment shall be made by any other Subsidiary Guarantor hereunder in respect of any Guaranteed Obligation Obligation, or assets of any other Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party Party, and such other Subsidiary Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6(a) hereof6.01, the Contributing Guarantor shall indemnify the Claiming 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 assetsassets (the “Indemnified Amount”), as applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Guarantor on the date hereof Closing Date and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof Closing Date (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of after the First Lien Credit AgreementClosing Date, the date of the supplement hereto executed and delivered by on which such Subsidiary Guarantorparty became a Guarantor hereunder). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6(b) 6.02 shall be subrogated to the rights of such Claiming Guarantor under Section 6(a) hereof 6.01 to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit Notwithstanding the obligations and liabilities of any Subsidiary Guarantor foregoing, to the extent that any Claiming Guarantor’s right to indemnification hereunder arises from a payment or sale of Collateral Agent and made to satisfy Obligations constituting Swap Obligations, only those Contributing Guarantors for whom such Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Guarantor, with the other Secured Parties, and each Subsidiary Guarantor shall remain liable fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the Collateral Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunderentire Indemnified Amount.

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 Secured Obligation of the Company or any Subsidiary Guarantor (Loan Party that is a Borrowing Subsidiary, the Company or such Subsidiary Loan Party, as applicable, being referred to as a “Contributing GuarantorParty”) agrees (subject to Section 6(c)5.03) that, in the event a payment shall be made by any other Subsidiary Guarantor hereunder in respect of any Guaranteed Secured Obligation (other than any such payment made by the Company or any such payment made by any Subsidiary Loan Party that is Borrowing Subsidiary in respect of its own Secured Obligations) or assets of any other Subsidiary Guarantor Grantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Secured Obligation owed (other than any assets of the Company or of any Subsidiary Loan Party that is Borrowing Subsidiary sold to any satisfy its own Secured Party Obligations) and such other Subsidiary Guarantor or Grantor (the “Claiming GuarantorParty”) shall not have been fully indemnified by the Borrower Company or the applicable Subsidiary Loan Party, as applicable, as provided in Section 6(a) hereof5.01, the such Contributing Guarantor Party shall indemnify the Claiming Guarantor 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 applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Guarantor Party on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors Contributing Parties on the date hereof (or, in the case of any Subsidiary Guarantor Contributing Party becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement6.13, the date of the supplement hereto executed and delivered by such Subsidiary GuarantorContributing Party). Any Contributing Guarantor Party making any payment to a Claiming Guarantor Party pursuant to this Section 6(b5.02 shall (subject to Section 5.03) shall be subrogated to the rights of such Claiming Guarantor Party under Section 6(a) hereof 5.01 to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit Notwithstanding the obligations and liabilities of any Subsidiary Guarantor foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Pledged Collateral Agent and the other made to satisfy Secured PartiesObligations constituting Swap Obligations, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured only those Contributing Parties for whom such Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the full amount guaranteed by such Subsidiary Guarantor hereunderfraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Subsidiary Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing GuarantorParty”) agrees (subject to Section 6(c)6.03) that, in the event a payment shall be made by any other Subsidiary Guarantor other than the Borrower hereunder in respect of any Guaranteed Secured Obligation or assets of any other Subsidiary Guarantor Grantor other than the Borrower shall be sold pursuant to any Security Document to satisfy any Guaranteed Secured Obligation owed to any Secured Party and such other Subsidiary Guarantor or Grantor (the “Claiming GuarantorParty”) shall not have been fully indemnified by the Borrower as provided in Section 6(a) hereof6.01, the such Contributing Guarantor Party shall indemnify the Claiming Guarantor 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 applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Guarantor Party on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors Contributing Parties on the date hereof (or, in the case of any Subsidiary Guarantor Contributing Party becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement7.15, the date of the supplement hereto Supplement executed and delivered by such Subsidiary GuarantorContributing Party). Any Contributing Guarantor Party making any payment to a Claiming Guarantor Party pursuant to this Section 6(b6.02 shall (subject to Section 6.03) shall be subrogated to the rights of such Claiming Guarantor Party under Section 6(a) hereof 6.01 to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit Notwithstanding the obligations and liabilities of any Subsidiary Guarantor foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral Agent and the other made to satisfy Secured PartiesObligations constituting Swap Obligations, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured only those Contributing Parties for whom such Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the full amount guaranteed by such Subsidiary Guarantor hereunderfraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Subsidiary Guarantor (a “Contributing Subsidiary Guarantor”) agrees (subject to Section 6(c)3) that, in the event a payment shall be made by any other Subsidiary Guarantor hereunder in respect of any Guaranteed Obligation under the Senior Subsidiary Guarantee Agreement or assets of any other Subsidiary Guarantor shall be sold pursuant to any Security Senior Collateral Document to satisfy a claim of any Guaranteed Obligation owed to any Senior Secured Party and such other Subsidiary Guarantor (the “Claiming Subsidiary Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6(a) hereof1, the Contributing Subsidiary Guarantor shall indemnify the Claiming Subsidiary Guarantor 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 applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Subsidiary Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof May 28, 2003 (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement12 after such date, the date of the supplement Supplement hereto executed and delivery by such Subsidiary Guarantor) and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on May 28, 2003 (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 12 after such date, the date of the Supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Subsidiary Guarantor making any payment to a Claiming Subsidiary Guarantor pursuant to this Section 6(b) 2 shall be subrogated to the rights of such Claiming Subsidiary Guarantor under Section 6(a) hereof 1 to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder.

Contribution and Subrogation. Each Subsidiary Guarantor (a “Contributing Subsidiary Guarantor”) agrees (subject to Section 6(c)3) 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 under the Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party Guarantee Agreement and such other Subsidiary Guarantor (the “Claiming Subsidiary Guarantor”) shall not have been fully indemnified by the Borrower Borrowers as provided in Section 6(a) hereof1, the each Contributing Subsidiary Guarantor shall indemnify the Claiming Subsidiary 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 applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Subsidiary Guarantor on the date hereof or on the date on which enforcement is being sought, whichever is greater, and the denominator shall be the aggregate of the respective net worth worths of all the Subsidiary Guarantors on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement12, the date of the supplement Supplement hereto executed and delivered by such Subsidiary Guarantor)) or the date on which enforcement is being sought, whichever is greater. Any Contributing Subsidiary Guarantor making any payment to a Claiming Subsidiary Guarantor pursuant to this Section 6(b) 2 shall be subrogated to the rights of such Claiming Subsidiary Guarantor under Section 6(a) hereof 1 to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder.

Contribution and Subrogation. Each Subsidiary Guarantor (a “Contributing GuarantorParty”) agrees (subject to Section 6(c)3.03) that, in the event a payment shall be made by any other Subsidiary Guarantor hereunder in respect of any Guaranteed Obligation Obligations or assets of any other Subsidiary Guarantor shall be sold pursuant to any Security Loan Document to satisfy any Guaranteed Obligation owed to any Secured Party and such other Subsidiary Guarantor (the “Claiming GuarantorParty”) shall not have been fully indemnified by the Borrower as provided in Section 6(a) hereof3.01, the Contributing Guarantor Party shall indemnify the Claiming Guarantor 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 applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Guarantor Party on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement5.12, the date of the supplement Supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Guarantor Party making any payment to a Claiming Guarantor Party pursuant to this Section 6(b3.02 shall (subject to Section 3.03) shall be subrogated to the rights of such Claiming Guarantor Party under Section 6(a) hereof 3.01 to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit Notwithstanding the obligations and liabilities of any Subsidiary Guarantor foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral Agent and the other Secured Partiesmade to satisfy Obligations constituting Swap Obligations, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured only those Contributing Parties for whom such Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the full amount guaranteed by such Subsidiary Guarantor hereunderfraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Subsidiary Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6(c)6.03) that, in the event a payment shall be made by any other Subsidiary Guarantor hereunder in respect on account of any Guaranteed Obligation or assets of any other Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party its guarantee under this Agreement and such other Subsidiary Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the applicable Borrower as provided in Section 6(a) hereof6.01, the Contributing Guarantor shall indemnify the Claiming 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 applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement7.16, the date of the supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6(b) 6.02 shall be subrogated to the rights of such Claiming Guarantor under Section 6(a) hereof 6.01 to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit Notwithstanding the obligations and liabilities of any Subsidiary Guarantor foregoing, to the Collateral Agent and extent that any Claiming Guarantor’s right to indemnification hereunder arises from a payment made to satisfy Obligations constituting Swap Obligations, only those Contributing Guarantors for whom such Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Guarantor, with the other Secured Parties, and each Subsidiary Guarantor shall remain liable fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the Collateral Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunderso paid.

Contribution and Subrogation. Each Subsidiary Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6(c)) 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 Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party and such other Subsidiary Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6(a) hereof), the Contributing Guarantor shall indemnify the Claiming 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 applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 6.09 of the First Lien Credit Term Loan Agreement, the date of the supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6(b) shall be subrogated to the rights of such Claiming Guarantor under Section 6(a) hereof to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder.

Contribution and Subrogation. Each Subsidiary Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6(c)) that, in the event At any time a payment shall be made by any other Subsidiary Guarantor hereunder Party in respect of any the Guaranteed Obligation or assets of any other Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party and such other Subsidiary Guarantor (the “Claiming Guarantor”) Obligations is made under this Agreement that shall not have been fully indemnified by the Borrower as provided in Section 6(a) hereof3.01, the Contributing Guarantor right of contribution of each Subsidiary Party against each other Subsidiary Party shall indemnify be determined as provided in the Claiming Guarantor immediately succeeding sentence, with the right of contribution of each Subsidiary Party to be revised and restated as of each date on which an unreimbursed payment (a “Relevant Payment”) is made on the Guaranteed Obligations under this Agreement. At any time that a Relevant Payment is made by a Subsidiary Party that results in the aggregate payments made by such Subsidiary Party in respect of the Guaranteed Obligations to and including the date of the Relevant Payment exceeding such Subsidiary Party’s Contribution Percentage (as defined below) of the aggregate payments made by all Subsidiary Parties in respect of the Guaranteed Obligations to and including the date of the Relevant Payment (such excess, the “Aggregate Excess Amount”), each such Subsidiary Party shall have a right of contribution against each other Subsidiary Party who has made payments in respect of the Guaranteed Obligations to and including the date of the Relevant Payment in an aggregate amount less than such other Subsidiary Party’s Contribution Percentage of the aggregate payments made to and including the date of the Relevant Payment by all Subsidiary Parties in respect of the Guaranteed Obligations (the aggregate amount of such deficit, the “Aggregate Deficit Amount”) in an amount equal to (x) a fraction the amount numerator of which is the Aggregate Excess Amount of such payment or Subsidiary Party and the denominator of which is the Aggregate Excess Amount of all Subsidiary Parties multiplied by (y) the Aggregate Deficit Amount of such other Subsidiary Party. A Subsidiary Party’s right of contribution pursuant to the preceding sentences shall arise at the time of each computation, subject to adjustment to the time of each computation; provided that all contribution rights of such Subsidiary Party shall be subject to Section 3.03. As used in this Section 3.02: (i) each Subsidiary Party’s “Contribution Percentage” shall mean the percentage obtained by dividing (x) the Adjusted Net Worth (as defined below) of such Subsidiary Party by (y) the aggregate Adjusted Net Worth of all Subsidiary Parties; (ii) the “Adjusted Net Worth” of each Subsidiary Party shall mean the greater of (x) the book value or Net Worth (as defined below) of such Subsidiary Party and (y) zero; and (iii) the “Net Worth” of each Subsidiary Party shall mean the amount by which the fair market saleable value of such assets, as applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Guarantor Subsidiary Party’s assets on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof (or, in the case of any Relevant Payment exceeds its existing debts and other liabilities (including contingent liabilities, but without giving effect to any Guaranteed Obligations arising under this Agreement or any guaranteed obligations arising under any guaranty of any Junior Financing) on such date. Notwithstanding anything to the contrary contained above, any Subsidiary Guarantor becoming a party hereto Party that is released from this Agreement pursuant to Section 5.10 of the First Lien Credit Agreement4.13 hereof shall thereafter have no contribution obligations, the date of the supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor or rights, pursuant to this Section 6(b) 3.02, and at the time of any such release, if the released Subsidiary Party had an Aggregate Excess Amount or an Aggregate Deficit Amount, same shall be subrogated deemed reduced to $0, and the contribution rights and obligations of the remaining Subsidiary Parties shall be recalculated on the respective date of release (as otherwise provided above) based on the payments made hereunder by the remaining Subsidiary Parties. Each of the Subsidiary Parties recognizes and acknowledges that the rights to contribution arising hereunder shall constitute an asset in favor of the party entitled to such Claiming Guarantor under Section 6(a) hereof contribution. In this connection, each Subsidiary Party has the right to waive its contribution right against any other Subsidiary Party to the extent of that after giving effect to such payment. The provisions of this Section 6(b) shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by waiver such Subsidiary Guarantor hereunderParty would remain solvent, in the determination of the Required Lenders.

Contribution and Subrogation. Each Subsidiary Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6(c)) 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 Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party and such other Subsidiary Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6(a) hereof, the Contributing Guarantor shall indemnify the Claiming 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 applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of the First Lien Asset-Based Revolving Credit Agreement, the date of the supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6(b) shall be subrogated to the rights of such Claiming Guarantor under Section 6(a) hereof to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder.

Contribution and Subrogation. Each Subsidiary Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6(c)3) that, that in the event a payment shall be made by any other Subsidiary Guarantor hereunder in respect of any Guaranteed Obligation under the Guarantee Agreement or assets of any other Subsidiary Guarantor shall be sold pursuant to any Security Document applicable security agreement or similar instrument or agreement to satisfy any Guaranteed Obligation owed to a claim of any Secured Party Party, and such other Subsidiary Guarantor (the “Claiming Guarantor”"CLAIMING SUBSIDIARY GUARANTOR") shall not have been fully indemnified by the Parent or the Borrower as provided in Section 6(a1, each other Subsidiary Guarantor (a "CONTRIBUTING SUBSIDIARY GUARANTOR") hereof, the Contributing Guarantor shall indemnify the Claiming Subsidiary 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 applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Subsidiary Guarantor on the date hereof of the claim and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement, the date of the supplement hereto executed and delivered by such Subsidiary Guarantor)claim. Any Contributing Subsidiary Guarantor making any payment to a Claiming Subsidiary Guarantor pursuant to this Section 6(b) 2 shall be subrogated to the rights of such Claiming Subsidiary Guarantor under Section 6(a) hereof 1 to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder.

Contribution and Subrogation. Each Subsidiary 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 Company, the Company) being called a “Contributing GuarantorParty”) agrees (subject to Section 6(c)6.03) that, in the event a payment shall be made by any other Subsidiary Guarantor hereunder in respect of any Guaranteed Obligation (other than any such payment made by the Company in respect of its own Obligations) or assets of any other Subsidiary Guarantor Grantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed (other than any assets of the Company sold to any Secured Party satisfy its own Obligations) and such other Subsidiary Guarantor or Grantor (the “Claiming GuarantorParty”) shall not have been fully indemnified by the Borrower Company, as provided in Section 6(a) hereof6.01, the such Contributing Guarantor Party shall indemnify the Claiming Guarantor 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 applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Guarantor Party on the date hereof Closing Date and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors Contributing Parties on the date hereof Closing Date (or, in the case of any Subsidiary Guarantor Contributing Party becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement7.12, the date of the supplement hereto executed and delivered by such Subsidiary GuarantorContributing Party). Any Contributing Guarantor Party making any payment to a Claiming Guarantor Party pursuant to this Section 6(b6.02 shall (subject to Section 6.03) shall be subrogated to the rights of such Claiming Guarantor Party under Section 6(a) hereof 6.01 to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit Notwithstanding the obligations and liabilities of any Subsidiary Guarantor foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral Agent and the other Secured Partiesmade to satisfy Obligations constituting Swap Obligations, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured only those Contributing Parties for whom such Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the full amount guaranteed by such Subsidiary Guarantor hereunderfraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Subsidiary Guarantor (a “"Contributing Guarantor”") agrees (subject to Section 6(c)3) that, in the event a payment shall be made by any other Subsidiary Guarantor hereunder in respect of any Guaranteed Obligation under the Guarantee Agreement or assets of any other Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to a claim of any Secured Party and such other Subsidiary Guarantor (the “"Claiming Guarantor”") shall not have been fully indemnified by the Borrower as provided in Section 6(a) hereof1, the Contributing Guarantor shall indemnify the Claiming 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 applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth Net Worth (as defined below) of such the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth Net Worth of all the Subsidiary Guarantors on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement12, the date of the supplement Supplement hereto executed and delivered by such Subsidiary Guarantor). The term "Net Worth" shall mean, with respect to any person, the fair value of the assets of such person over the fair value of the liabilities of such person (including contingent liabilities). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6(b) 2 shall be subrogated to the rights of such Claiming Guarantor under Section 6(a) hereof 1 to the extent of such payment. The Anything contained in this Agreement to the contrary notwithstanding, the obligations of each Contributing Guarantor hereunder shall be limited to a maximum aggregate amount equal to the greatest amount that would not render such Contributing Guarantor's obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any provisions of this Section 6(b) shall applicable state law (collectively, the "Fraudulent Transfer Laws"), in no respect limit the obligations and each case after giving effect to all other liabilities of such Contributing Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any Subsidiary liabilities of such Contributing Guarantor (a) in respect of intercompany indebtedness to the Collateral Agent and Borrower or Affiliates of the other Secured Parties, and each Subsidiary Guarantor shall remain liable Borrower to the Collateral Agent and extent that such indebtedness would be discharged in an amount equal to the other Secured Parties for the full amount guaranteed paid by such Subsidiary Contributing Guarantor hereunderhereunder and (b) under any Guarantee of senior unsecured indebtedness or Indebtedness subordinated in right of payment to the Obligations which Guarantee contains a limitation as to maximum amount similar to that set forth in this paragraph, pursuant to which the liability of such Contributing Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights of such Contributing Guarantor pursuant to (i) applicable law or (ii) any agreement providing for an equitable allocation among such Contributing Guarantor and other Affiliates of the Borrower of obligations arising under Guarantees by such parties (including this Agreement).

Contribution and Subrogation. Each Subsidiary Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6(c)3) that, in the event a payment shall be made by any other Subsidiary Guarantor hereunder in respect of any Guaranteed Obligation under the U.S. Guarantee Agreement or assets of any other Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to a claim of any Secured Party and such other Subsidiary Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6(a) hereof1, the Contributing Guarantor shall indemnify the Claiming 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 applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement12, the date of the supplement Supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6(b) 2 shall be subrogated to the rights of such Claiming Guarantor under Section 6(a) hereof 1 to the extent of such payment. The provisions Notwithstanding anything in this Agreement or any other Loan Document to the contrary, no CFC Subsidiary or Qualified CFC Holding Company shall be a Contributing Guarantor with respect to payments by or sales of this Section 6(b) shall in no respect limit the obligations and liabilities assets of any Subsidiary Claiming Guarantor to the Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereundersatisfy any Obligations of a U.S. Loan Party.

Contribution and Subrogation. Each Subsidiary Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6(c)) that, in the event At any time a payment shall be made by any other Subsidiary Guarantor hereunder Party in respect of any the Guaranteed Obligation or assets of any other Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party and such other Subsidiary Guarantor (the “Claiming Guarantor”) Obligations is made under this Agreement that shall not have been fully indemnified by the Borrower as provided in Section 6(a) hereof3.01, the Contributing Guarantor right of contribution of each Subsidiary Party against each other Subsidiary Party shall indemnify be determined as provided in the Claiming Guarantor immediately succeeding sentence, with the right of contribution of each Subsidiary Party to be revised and restated as of each date on which an unreimbursed payment (a “Relevant Payment”) is made on the Guaranteed Obligations under this Agreement. At any time that a Relevant Payment is made by a Subsidiary Party that results in the aggregate payments made by such Subsidiary Party in respect of the Guaranteed Obligations to and including the date of the Relevant Payment exceeding such Subsidiary Party’s Contribution Percentage (as defined below) of the aggregate payments made by all Subsidiary Parties in respect of the Guaranteed Obligations to and including the date of the Relevant Payment (such excess, the “Aggregate Excess Amount”), each such Subsidiary Party shall have a right of contribution against each other Subsidiary Party who has made payments in respect of the Guaranteed Obligations to and including the date of the Relevant Payment in an aggregate amount less than such other Subsidiary Party’s Contribution Percentage of the aggregate payments made to and including the date of the Relevant Payment by all Subsidiary Parties in respect of the Guaranteed Obligations (the aggregate amount of such deficit, the “Aggregate Deficit Amount”) in an amount equal to (x) a fraction the amount numerator of which is the Aggregate Excess Amount of such payment or Subsidiary Party and the denominator of which is the Aggregate Excess Amount of all Subsidiary Parties multiplied by (y) the Aggregate Deficit Amount of such other Subsidiary Party. A Subsidiary Party’s right of contribution pursuant to the preceding sentences shall arise at the time of each computation, subject to adjustment to the time of each computation; provided that all contribution rights of such Subsidiary Party shall be subject to Section 3.03. As used in this Section 3.02: (i) each Subsidiary Party’s “Contribution Percentage” shall mean the percentage obtained by dividing (x) the Adjusted Net Worth (as defined below) of such Subsidiary Party by (y) the aggregate Adjusted Net Worth of all Subsidiary Parties; (ii) the “Adjusted Net Worth” of each Subsidiary Party shall mean the greater of (x) the book value or Net Worth (as defined below) of such Subsidiary Party and (y) zero; and (iii) the “Net Worth” of each Subsidiary Party shall mean the amount by which the fair market saleable value of such assets, as applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Guarantor Subsidiary Party’s assets on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof (or, in the case of any Relevant Payment exceeds its existing debts and other liabilities (including contingent liabilities, but without giving effect to any Guaranteed Obligations arising under this Agreement or any guaranteed obligations arising under any guaranty of the Senior Subordinated Notes or any Permitted Refinancing thereof) on such date. Notwithstanding anything to the contrary contained above, any Subsidiary Guarantor becoming a party hereto Party that is released from this Agreement pursuant to Section 5.10 of the First Lien Credit Agreement4.13 hereof shall thereafter have no contribution obligations, the date of the supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor or rights, pursuant to this Section 6(b) 3.02, and at the time of any such release, if the released Subsidiary Party had an Aggregate Excess Amount or an Aggregate Deficit Amount, same shall be subrogated deemed reduced to $0, and the contribution rights and obligations of the remaining Subsidiary Parties shall be recalculated on the respective date of release (as otherwise provided above) based on the payments made hereunder by the remaining Subsidiary Parties. Each of the Subsidiary Parties recognizes and acknowledges that the rights to contribution arising hereunder shall constitute an asset in favor of the party entitled to such Claiming Guarantor under Section 6(a) hereof contribution. In this connection, each Subsidiary Party has the right to waive its contribution right against any other Subsidiary Party to the extent of that after giving effect to such payment. The provisions of this Section 6(b) shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by waiver such Subsidiary Guarantor hereunderParty would remain solvent, in the determination of the Required Lenders.

Contribution and Subrogation. Each Subsidiary Guarantor and Grantor other than the Borrower (each a “Contributing GuarantorParty”) agrees (subject to Section 6(c)6.03) that, in that to the event extent that a payment shall be made by any other Subsidiary Guarantor hereunder in respect of any Guaranteed Obligation or assets of any other Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party and such other Subsidiary Guarantor have paid more than its proportionate share (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6(a) hereofbased, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to the amount of such payment or maximum extent permitted by law, on the greater respective Adjusted Net Worths of the book value or the fair market value of such assets, as applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof (or, in the case respective payment is made) of any Subsidiary payment made hereunder (whether as Guarantor becoming a party hereto pursuant to Section 5.10 and/or Grantor hereunder, with proceeds of the First Lien Credit AgreementCollateral of any Grantor applied hereunder deemed for this purpose to be payments made by it), such Guarantor 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. Each Guarantor’s right of contribution shall be subject to the date terms and conditions of Section 6.03. Notwithstanding anything to the supplement hereto executed contrary contained above, any Guarantor that is released from this Agreement (and delivered by such Subsidiary Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor its guarantees contained herein) in accordance with the express provisions of Section 7.13(b) shall thereafter have no contribution obligations, or rights, pursuant to this Section 6(b) 6.02, and at the time of any such release, the contribution rights and obligations of the remaining Guarantors shall be subrogated to recalculated on the rights respective date of such Claiming Guarantor under Section 6(arelease (as otherwise provided herein) hereof to based on the extent of such paymentpayments made hereunder by the remaining Guarantors. The provisions of this Section 6(b) 6.02 shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor or Grantor to the Collateral Agent and the other Secured PartiesCreditors, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties Creditors for the full amount guaranteed by such Subsidiary Guarantor hereunder.

Contribution and Subrogation. Each Subsidiary Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6(c)) that, in the event At any time a payment shall be made by any other Subsidiary Guarantor hereunder Party in respect of any the Guaranteed Obligation or assets of any other Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party and such other Subsidiary Guarantor (the “Claiming Guarantor”) Obligations is made under this Agreement that shall not have been fully indemnified by the Borrower as provided in Section 6(a) hereof3.01, the Contributing Guarantor right of contribution of each Subsidiary Party against each other Subsidiary Party shall indemnify be determined as provided in the Claiming Guarantor immediately succeeding sentence, with the right of contribution of each Subsidiary Party to be revised and restated as of each date on which an unreimbursed payment (a “Relevant Payment”) is made on the Guaranteed Obligations under this Agreement. At any time that a Relevant Payment is made by a Subsidiary Party that results in the aggregate payments made by such Subsidiary Party in respect of the Guaranteed Obligations to and including the date of the Relevant Payment exceeding such Subsidiary Party’s Contribution Percentage (as defined below) of the aggregate payments made by all Subsidiary Parties in respect of the Guaranteed Obligations to and including the date of the Relevant Payment (such excess, the “Aggregate Excess Amount”), each such Subsidiary Party shall have a right of contribution against each other Subsidiary Party who has made payments in respect of the Guaranteed Obligations to and including the date of the Relevant Payment in an aggregate amount less than such other Subsidiary Party’s Contribution Percentage of the aggregate payments made to and including the date of the Relevant Payment by all Subsidiary Parties in respect of the Guaranteed Obligations (the aggregate amount of such deficit, the “Aggregate Deficit Amount”) in an amount equal to (x) a fraction the amount numerator of which is the Aggregate Excess Amount of such payment or Subsidiary Party and the denominator of which is the Aggregate Excess Amount of all Subsidiary Parties multiplied by (y) the Aggregate Deficit Amount of such other Subsidiary Party. A Subsidiary Party’s right of contribution pursuant to the preceding sentences shall arise at the time of each computation, subject to adjustment to the time of each computation; provided that all contribution rights of such Subsidiary Party shall be subject to Section 3.03. As used in this Section 3.02: (i) each Subsidiary Party’s “Contribution Percentage” shall mean the percentage obtained by dividing (x) the Adjusted Net Worth (as defined below) of such Subsidiary Party by (y) the aggregate Adjusted Net Worth of all Subsidiary Parties; (ii) the “Adjusted Net Worth” of each Subsidiary Party shall mean the greater of (x) the book value or Net Worth (as defined below) of such Subsidiary Party and (y) zero; and (iii) the “Net Worth” of each Subsidiary Party shall mean the amount by which the fair market saleable value of such assets, as applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Guarantor Subsidiary Party’s assets on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof (or, in the case of any Relevant Payment exceeds its existing debts and other liabilities (including contingent liabilities, but without giving effect to any Guaranteed Obligations arising under this Agreement or any guaranteed obligations arising under any guaranty of any Junior Financing) on such date. Notwithstanding anything to the contrary contained above, any Subsidiary Guarantor becoming a party hereto Party that is released from this Agreement pursuant to Section 5.10 of the First Lien Credit Agreement4.13 hereof shall thereafter have no contribution obligations, the date of the supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor or rights, pursuant to this Section 6(b) 3.02, and at the time of any such release, if the released Subsidiary Party had an Aggregate Excess Amount or an Aggregate Deficit Amount, same shall be subrogated deemed reduced to $0, and the contribution rights and obligations of the remaining Subsidiary Parties shall be recalculated on the respective date of release (as otherwise provided above) based on the payments made hereunder by the remaining Subsidiary Parties. Each of the Subsidiary Parties recognizes and acknowledges that the rights to contribution arising hereunder shall constitute an asset in favor of the party entitled to such Claiming Guarantor under Section 6(a) hereof contribution. In this context, each Subsidiary Party has the right to waive its contribution right against any other Subsidiary Party to the extent of that after giving effect to such payment. The provisions of this Section 6(b) shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by waiver such Subsidiary Guarantor hereunderParty would remain solvent, in the determination of the Required Lenders.

Contribution and Subrogation. Each Subsidiary Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6(c7(b)) 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 Subsidiary Guarantor shall be sold pursuant to any Security Collateral Document to satisfy any Guaranteed Obligation owed to any Secured Party Noteholder and such other Subsidiary Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6(a) hereofCompany, the Contributing Guarantor shall indemnify the Claiming 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 applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of after the First Lien Credit Agreementdate hereof, the date of the supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6(b7(a) shall be subrogated to the rights of such Claiming Guarantor under Section 6(a) hereof in respect of and to the extent of such payment. The provisions of this Section 6(b7(a) shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Agent and the other Secured Partiesany Noteholder, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties Noteholders for the full amount guaranteed by such Subsidiary Guarantor hereunder.

Contribution and Subrogation. Each Subsidiary Guarantor (a “Contributing Subsidiary Guarantor”) agrees (subject to Section 6(c)3) that, in the event a payment shall be made by any other Subsidiary Guarantor hereunder in respect of any Guaranteed Obligation under the Second Priority Subsidiary Guarantee Agreement or assets of any other Subsidiary Guarantor shall be sold pursuant to any Security Second Priority Collateral Document to satisfy a claim of any Guaranteed Obligation owed to any Secured Party Second Priority Debt Party, and such other Subsidiary Guarantor (the “Claiming Subsidiary Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6(a) hereof1, the Contributing Subsidiary Guarantor shall indemnify the Claiming Subsidiary 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 applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Subsidiary Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof May 28, 2003 (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement12 after such date, the date of the supplement Supplement hereto executed and delivery by such Subsidiary Guarantor) and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on May 28, 2003 (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 12 after such date, the date of the Supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Subsidiary Guarantor making any payment to a Claiming Subsidiary Guarantor pursuant to this Section 6(b) 2 shall be subrogated to the rights of such Claiming Subsidiary Guarantor under Section 6(a) hereof 1 to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder.

Contribution and Subrogation. Each Subsidiary The Guarantor (in this capacity, a “Contributing Guarantor”) agrees (subject to Section 6(c)‎6.3) that, in the event a payment shall be made by any other Subsidiary Guarantor hereunder Other Loan Party in its capacity as a guarantor in respect of any Guaranteed Obligation Obligation, or assets of any other Subsidiary Guarantor Other Loan Party in its capacity as a guarantor in respect of any Obligation shall be sold pursuant to any Security Loan Document to satisfy any Guaranteed Obligation owed to any Secured Party Party, and such other Subsidiary Guarantor Other Loan Party in its capacity as a guarantor in respect of any Obligation (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower Borrowers as provided in Section 6(a) hereof8.1 of the Term Loan Security Agreement, the Contributing Guarantor shall indemnify the Claiming 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 applicablethe case may be (the “Indemnified Amount”), in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Guarantor on as of the date hereof of the payment of such Obligation and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof (or, Loan Parties serving as guarantors in the case respect of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 Obligation as of the First Lien Credit Agreement, the date of the supplement hereto executed and delivered by payment of such Subsidiary Guarantor)Obligation. Any The Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6(b) ‎6.2 shall be subrogated to the rights of such Claiming Parent Guarantee Agreement by Kosmos Energy Ltd. in favor of CLMG Corp., dated as of September 30, 2020 Guarantor under Section 6(a) hereof 8.1 of the Term Loan Security Agreement to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit Notwithstanding the obligations and liabilities of any Subsidiary Guarantor foregoing, to the Collateral Agent and the other Secured Partiesextent that any Claiming Guarantor right to indemnification hereunder arises from a payment or sale of assets made to satisfy Obligations constituting Swap Obligations, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties if such Swap Obligations do not constitute Excluded Swap Obligations for the full amount guaranteed by Contributing Guarantor, shall indemnify such Subsidiary Claiming Guarantor hereunderwith 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. In addition to all rights of indemnity and subrogation a Guarantor may have under applicable law (but subject to Section 4.3), the Borrower agrees that (a) in the event a payment shall be made by any Guarantor hereunder, the Borrower shall indemnify such Guarantor for the full amount of such payment, and such Guarantor shall be subrogated to the rights of the Person to whom such payments shall have been made to the extent of such payment, and (b) in the event that any assets of any Guarantor shall be sold pursuant to any Loan Document to satisfy any claim of any Guaranteed Party, the Borrower shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold. Each Subsidiary Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6(c)this paragraph) 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 Subsidiary Guarantor shall be sold pursuant to any Security Loan Document to satisfy a claim of any Guaranteed Obligation owed to any Secured Party and such other Subsidiary Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6(a) hereofthis paragraph, the Contributing Guarantor shall indemnify the Claiming 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 applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all Guarantors on the Subsidiary Guarantors on the date hereof (or, in the case of any Subsidiary Person that becomes a Guarantor becoming a party hereto pursuant to Section 5.10 of after the First Lien Credit Agreementdate hereof, the date of the supplement hereto Subsidiary Joinder Agreement executed and delivered by such Subsidiary GuarantorPerson). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6(b) paragraph shall be subrogated to the rights of such Claiming Guarantor under Section 6(a) hereof this paragraph to the extent of such payment. The provisions Notwithstanding any provision of this paragraph to the contrary, all rights of its Guarantors under this paragraph and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated as provided in Section 6(b4.3. No failure on the part of the Borrower or any Guarantor to make the payments required by this Section (or any other payments required under applicable law or otherwise) shall in no any respect limit the obligations and liabilities of any Subsidiary Guarantor with respect to the Collateral Agent and the other Secured Partiesits obligations under this paragraph, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by of the obligations of such Subsidiary Guarantor hereunderunder this paragraph.

Contribution and Subrogation. Each Subsidiary Guarantor and Grantor (a “Contributing GuarantorParty”) agrees (subject to Section 6(c)6.03) 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 Subsidiary Guarantor Grantor (other than the Company) shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party and such other Subsidiary Guarantor or Grantor (the “Claiming GuarantorParty”) shall not have been fully indemnified by the Borrower Company as provided in Section 6(a) hereof6.01, the Contributing Guarantor Party shall indemnify the Claiming Guarantor 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 applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Guarantor 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 5.10 of the First Lien Credit Agreement8.14, the date of the supplement hereto executed and delivered by such Subsidiary GuarantorGuarantor or Grantor). Any Contributing Guarantor Party making any payment to a Claiming Guarantor Party pursuant to this Section 6(b6.02 shall (subject to Section 6.03) shall be subrogated to the rights of such Claiming Guarantor Party under Section 6(a) hereof 6.01 to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit Notwithstanding the obligations and liabilities of any Subsidiary Guarantor foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral Agent and the other Secured Partiesmade to satisfy secured Obligations constituting Swap Obligations, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured only those Contributing Parties for whom such Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the full amount guaranteed by such Subsidiary Guarantor hereunderfraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Subsidiary Guarantor (each, a “Contributing GuarantorParty”) agrees (subject to Section 6(c)3.03) 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 Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party and such other Subsidiary Guarantor (the “Claiming GuarantorParty”) shall not have been fully indemnified by the Borrower as provided in Section 6(a) hereof3.01, the Contributing Guarantor Party shall indemnify the Claiming Guarantor 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 applicable, in each case multiplied by a fraction of which the numerator shall be the net worth amount of such Combined EBITDA allocable to the Contributing Guarantor on Party for the date hereof and four-fiscal quarter period most recently ended prior to the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof Second Restatement Effective Date (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of 4.14, the First Lien Credit Agreement, four-fiscal quarter period most recently ended prior to the date of the supplement Guarantor Supplement hereto executed and delivered by such Subsidiary Guarantor) and the denominator shall be the aggregate amount of Combined EBITDA allocable to each of the Guarantors for the four-fiscal quarter period most recently ended prior the Second Restatement Effective Date (or, in the case of any Guarantor becoming a party hereto pursuant to Section 4.14, the four-fiscal quarter period most recently ended prior date of the Guarantor Supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor Party making any payment to a Claiming Guarantor Party pursuant to this Section 6(b3.02 shall (subject to Section 3.03) shall be subrogated to the rights of such Claiming Guarantor Party under Section 6(a) hereof 3.01 to the extent of such payment. The provisions Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of this Section 6(beach Guarantor hereunder and under the other Loan Documents (after giving effect to the contribution arrangements established hereunder) shall in no respect limit event exceed the obligations and liabilities of any Subsidiary Guarantor to the Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors (the “Maximum Liability”). This Section with respect to Maximum Liability of each Guarantor is intended solely to preserve the rights of the Guaranteed Parties to the maximum extent not subject to avoidance under applicable law, and no Guarantor nor any other Person or entity shall have any right or claim under this Section with respect to Maximum Liability, except to the extent necessary so that the obligations of any Guarantor hereunder shall not be rendered voidable under applicable law. Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the Maximum Liability of each Guarantor without impairing this Guarantee or affecting the rights and remedies of the Guaranteed Parties hereunder.

Contribution and Subrogation. Each Subsidiary Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing GuarantorParty”) agrees (subject to Section 6(c)6.03) that, in the event a payment shall be made by any other Subsidiary Guarantor other than the Borrower hereunder in respect of any Guaranteed Obligation or assets of any other Subsidiary Guarantor Grantor other than the Borrower shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party and such other Subsidiary Guarantor or Grantor (the “Claiming GuarantorParty”) shall not have been fully indemnified by the Borrower as provided in Section 6(a) hereof6.01, the such Contributing Guarantor Party shall indemnify the Claiming Guarantor 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 applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Guarantor Party on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors Contributing Parties on the date hereof (or, in the case of any Subsidiary Guarantor Contributing Party becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement7.12, the date of the supplement hereto executed and delivered by such Subsidiary GuarantorDELIVERED BY SUCH CONTRIBUTING PARTY). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6(bANY CONTRIBUTING PARTY MAKING ANY PAYMENT TO A CLAIMING PARTY PURSUANT TO THIS SECTION 6.02 SHALL (SUBJECT TO SECTION 6.03) shall be subrogated to BE SUBROGATED TO THE RIGHTS OF SUCH CLAIMING PARTY UNDER SECTION 6.01 TO THE EXTENT OF SUCH PAYMENT. Notwithstanding the rights of such Claiming Guarantor under Section 6(a) hereof foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of such payment. The provisions of this Section 6(b) shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor Collateral made to the Collateral Agent and the other Secured Partiessatisfy Obligations constituting Specified Swap Obligations, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the full amount guaranteed by such Subsidiary Guarantor hereunderfraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Subsidiary Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6(c)3) that, that in the event a payment shall be made by any other Subsidiary Guarantor hereunder in respect of any Guaranteed Obligation under the Guarantee Agreement or assets of any other Subsidiary Guarantor shall be sold pursuant to any Security Document applicable security agreement or similar instrument or agreement to satisfy any Guaranteed Obligation owed to a claim of any Secured Party Party, and such other Subsidiary Guarantor (the “Claiming Subsidiary Guarantor”) shall not have been fully indemnified by GrafTech or the Borrower as provided in Section 6(a1, each other Subsidiary Guarantor (a “Contributing Subsidiary Guarantor”) hereof, the Contributing Guarantor shall indemnify the Claiming Subsidiary 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 applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Subsidiary Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement16, the date of the supplement Supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Subsidiary Guarantor making any payment to a Claiming Subsidiary Guarantor pursuant to this Section 6(b) 2 shall be subrogated to the rights of such Claiming Subsidiary Guarantor under Section 6(a) hereof 1 to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder.

Contribution and Subrogation. Each Grantor (each such Grantor (other than, in the case of any payment referred to in this sentence in respect of any Obligation of either Borrower or any Subsidiary Guarantor (Loan Party, such Borrower or such Subsidiary Loan Party, as applicable) being called a “Contributing GuarantorParty”) agrees (subject to Section 6(c)5.03) 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 Subsidiary Guarantor Grantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed (other than any assets of either Borrower or of any Subsidiary Loan Party sold to any Secured Party satisfy its own Obligations) and such other Subsidiary Guarantor Grantor (the “Claiming GuarantorParty”) shall not have been fully indemnified by the applicable Borrower or the applicable Subsidiary Loan Party, as applicable, as provided in Section 6(a) hereof5.01, the such Contributing Guarantor Party shall indemnify the Claiming Guarantor 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 applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Guarantor Party on the date hereof Closing Date and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors Contributing Parties on the date hereof Closing Date (or, in the case of any Subsidiary Guarantor Contributing Party becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement6.12, the date of the supplement hereto executed and delivered by such Subsidiary GuarantorContributing Party). Any Contributing Guarantor Party making any payment to a Claiming Guarantor Party pursuant to this Section 6(b5.02 shall (subject to Section 5.03) shall be subrogated to the rights of such Claiming Guarantor Party under Section 6(a) hereof 5.01 to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit Notwithstanding the obligations and liabilities of any Subsidiary Guarantor foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a sale of Collateral Agent and the other Secured Partiesmade to satisfy Obligations constituting Swap Obligations, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured only those Contributing Parties for whom such Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the full amount guaranteed by such Subsidiary Guarantor hereunderfraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Subsidiary Guarantor other than the Company (a “Contributing Guarantor”) agrees (subject to Section 6(c)9) 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 Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party than the Company under this Agreement, and such other Subsidiary Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower Company as provided in Section 6(a) hereof7, the each Contributing Guarantor shall, to the extent the Claiming Guarantor shall not have been so indemnified by the Company, indemnify the Claiming 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 assetspayment, as applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Guarantor on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 22, the date of the Supplement hereto executed and delivered by such Guarantor) and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors other than the Company on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement22, the date of the supplement Supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6(b) 8 shall be subrogated to the rights of such Claiming Guarantor under Section 6(a) hereof 7 to the extent of such payment. The provisions of Notwithstanding anything herein to the contrary, to the extent that any Claiming Guarantor’s right to indemnification under this Section 6(b) shall in no respect limit the obligations and liabilities of any Subsidiary 8 arises from a payment made by such Claiming Guarantor to satisfy Obligations of the Collateral Agent and type described in clause (d) of the other Secured Partiesdefinition thereof, and each Subsidiary Guarantor only those Contributing Guarantors for whom such Obligations do not constitute Excluded Swap Obligations shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by indemnify such Subsidiary Guarantor hereunderClaiming Guarantor.

Contribution and Subrogation. Each Subsidiary Guarantor (a “"Contributing Subsidiary Guarantor”") agrees (subject to Section 6(c)3) that, in the event a payment shall be made by any other Subsidiary Guarantor hereunder in respect of any Guaranteed Obligation under the Guarantee Agreement or assets of any other Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to a claim of any Secured Party and such other Subsidiary Guarantor (the “"Claiming Subsidiary Guarantor”") shall not have been fully indemnified by the Borrower as provided in Section 6(a) hereof1, the Contributing Subsidiary Guarantor shall indemnify the Claiming Subsidiary 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 applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Subsidiary Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement12, the date of the supplement Supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Subsidiary Guarantor making any payment to a Claiming Subsidiary Guarantor pursuant to this Section 6(b) 2 shall be subrogated to the rights of such Claiming Subsidiary Guarantor under Section 6(a) hereof 1 to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder.

Contribution and Subrogation. Each Subsidiary Guarantor (a “"Contributing Guarantor”") agrees (subject to Section 6(c)3) that, in the event a payment shall be made by any other Guarantor under the Subsidiary Guarantor hereunder in respect of any Guaranteed Obligation Guarantee Agreement or assets of any other Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to a claim of any Secured Party and such other Subsidiary Guarantor (the “"Claiming Guarantor”") shall not have been fully indemnified by the Borrower as provided in Section 6(a) hereof1, the Contributing Guarantor shall indemnify the Claiming 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 applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Guarantor 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 Subsidiary Guarantors on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement12, the date of the supplement Supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6(b) 2 shall be subrogated to the rights of such Claiming Guarantor under Section 6(a) hereof 1 to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder.

Contribution and Subrogation. Each Subsidiary US Guarantor and US Facilities Grantor, other than the Company, that has guaranteed, or granted Liens to secure, the Obligations of any Class under this Agreement or any Other Security Document (a “"Contributing Guarantor”Party") agrees (subject to Section 6(c)7.03) that, in the event a payment shall be made by any other Subsidiary US Guarantor (other than the Company) hereunder in respect of any Guaranteed Obligation Obligations of such Class or assets of any other Subsidiary Guarantor US Facilities Grantor (other than the Company) shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party Obligations of such Class and such other Subsidiary US Guarantor or US Facilities Grantor (the “"Claiming Guarantor”Party") shall not have been fully indemnified by the applicable Borrower as provided in Section 6(a) hereof7.01, the Contributing Guarantor Party shall indemnify the Claiming Guarantor 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 applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Guarantor on the date hereof Party and the denominator shall be the aggregate net worth of all the Subsidiary US Guarantors and US Facilities Grantors, other than the Company, that have guaranteed or granted Liens to secure the Obligations of such Class. 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 Subsidiary US Guarantor or US Facilities Grantor becoming a party hereto pursuant to Section 5.10 of US Guarantor or US Facilities Grantor after the First Lien Credit AgreementOriginal Signing Date, the date of the supplement hereto executed and delivered by on which such Subsidiary GuarantorUS Guarantor or US Facilities Grantor shall have become a US Guarantor or US Facilities Grantor). Any Contributing Guarantor Party making any payment to a Claiming Guarantor Party pursuant to this Section 6(b) shall be subrogated to the rights of such Claiming Guarantor Party under Section 6(a) hereof 7.01 to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder.

Contribution and Subrogation. Each Subsidiary Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6(c)) that, in the event At any time a payment shall be made by any other Subsidiary Guarantor hereunder Party in respect of any the Guaranteed Obligation or assets of any other Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party and such other Subsidiary Guarantor (the “Claiming Guarantor”) Obligations is made under this Agreement that shall not have been fully indemnified by the Borrower as provided in Section 6(a) hereof3.01, the Contributing Guarantor right of contribution of each Subsidiary Party against each other Subsidiary Party shall indemnify be determined as provided in the Claiming Guarantor immediately succeeding sentence, with the right of contribution of each Subsidiary Party to be revised and restated as of each date on which an unreimbursed payment (a “Relevant Payment”) is made on the Guaranteed Obligations under this Agreement. At any time that a Relevant Payment is made by a Subsidiary Party that results in the aggregate payments made by such Subsidiary Party in respect of the Guaranteed Obligations to and including the date of the Relevant Payment exceeding such Subsidiary Party’s Contribution Percentage (as defined below) of the aggregate payments made by all Subsidiary Parties in respect of the Guaranteed Obligations to and including the date of the Relevant Payment (such excess, the “Aggregate Excess Amount”), each such Subsidiary Party shall have a right of contribution against each other Subsidiary Party who has made payments in respect of the Guaranteed Obligations to and including the date of the Relevant Payment in an aggregate amount less than such other Subsidiary Party’s Contribution Percentage of the aggregate payments made to and including the date of the Relevant Payment by all Subsidiary Parties in respect of the Guaranteed Obligations (the aggregate amount of such deficit, the “Aggregate Deficit Amount”) in an amount equal to (x) a fraction the amount numerator of which is the Aggregate Excess Amount of such payment or the greater of the book value or the fair market value of such assets, as applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Guarantor on the date hereof Subsidiary Party and the denominator shall be of which is the aggregate net worth Aggregate Excess Amount of all Subsidiary Parties multiplied by (y) the Aggregate Deficit Amount of such other Subsidiary Guarantors on the date hereof (or, in the case Party. A Subsidiary Party’s right of any Subsidiary Guarantor becoming a party hereto contribution pursuant to Section 5.10 the preceding sentences shall arise at the time of the First Lien Credit Agreementeach computation, the date of the supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Guarantor making any payment subject to a Claiming Guarantor pursuant to this Section 6(b) shall be subrogated adjustment to the rights of such Claiming Guarantor under Section 6(a) hereof to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder.time XXXXXXX 0000000

Contribution and Subrogation. Each Subsidiary Guarantor (a “"Contributing Guarantor”") agrees (subject to Section 6(c)) that, in the event a payment shall be made by any other Subsidiary Guarantor hereunder in respect of any Guaranteed Obligation under the Guarantee Agreement or assets of any other Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to a claim of any Secured Party and such other Subsidiary Guarantor (the “"Claiming Guarantor”") shall not have been fully indemnified by the Borrower as provided in Section 6(a) hereof1, the Contributing Guarantor shall indemnify the Claiming 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 applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Guarantor 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 Subsidiary Guarantors on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement12, the date of the supplement Supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6(b) 2 shall be subrogated to the rights of such Claiming Guarantor under Section 6(a) hereof 1 to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder.

Contribution and Subrogation. Each Subsidiary Guarantor (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 GuarantorParty”) agrees (subject to Section 6(c)3.03) that, in the event a payment shall be made by any other Subsidiary Guarantor hereunder in respect of any Guaranteed Obligation or assets (other than any such payment made by any Guarantor in respect of any other Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party its own Obligations) and such other Subsidiary Guarantor (the “Claiming GuarantorParty”) shall not have been fully indemnified by the Borrower or the applicable Guarantor, as applicable, as provided in Section 6(a) hereof3.01, the such Contributing Guarantor Party shall indemnify the Claiming Guarantor 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 applicable“Indemnified Amount”), in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Guarantor Party on the date hereof Closing Date and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors Contributing Parties on the date hereof Closing Date (or, in the case of any Subsidiary Guarantor Contributing Party becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement4.12, the date of the supplement hereto executed and delivered by such Subsidiary GuarantorContributing Party). Any Contributing Guarantor Party making any payment to a Claiming Guarantor Party pursuant to this Section 6(b3.02 shall (subject to Section 3.03) shall be subrogated to the rights of such Claiming Guarantor Party under Section 6(a) hereof 3.01 to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit Notwithstanding the obligations and liabilities of any Subsidiary Guarantor foregoing, to the Collateral Agent and the other Secured Partiesextent that any Claiming Party’s right to indemnification hereunder arises from a payment made to satisfy Obligations constituting Swap Obligations, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured only those Contributing Parties for whom such Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the full amount guaranteed by such Subsidiary Guarantor hereunderfraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Subsidiary Guarantor (a “Contributing Subsidiary Guarantor”) agrees (subject to Section 6(c)1.06 above) that, in the event a payment shall be made by any other Subsidiary Guarantor hereunder in respect of any Guaranteed Obligation under this Agreement or assets of any other Subsidiary Guarantor shall be sold pursuant to any Security Collateral Document to satisfy a claim of any Guaranteed Obligation owed to any Secured Finance Party and such other Subsidiary Guarantor (the “Claiming Subsidiary Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6(a) hereof2.01, the Contributing Subsidiary Guarantor shall indemnify the Claiming Subsidiary 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 applicablethe case may be, in each case multiplied by a fraction the numerator of which the numerator shall be the net worth of such the Contributing Subsidiary Guarantor on the date hereof that the obligation(s) supporting such claim were incurred under this Agreement and the denominator of which shall be the aggregate net worth of all the Subsidiary Guarantors on the such date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement5.11, the date of the supplement hereto Accession Agreement executed and delivered by such Subsidiary Guarantor). Any Contributing Subsidiary Guarantor making any payment to a Claiming Subsidiary Guarantor pursuant to this Section 6(b) 2.02 shall be subrogated to the rights of such Claiming Subsidiary Guarantor under Section 6(a) hereof 2.01 to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder.

Contribution and Subrogation. Each Subsidiary Guarantor (a “"Contributing Guarantor”") agrees (subject to Section 6(c)3) that, in the event a payment shall be made by any other Subsidiary Guarantor hereunder in respect of any Guaranteed Obligation under the Subsidiary Guarantee Agreement or assets of any other Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to a claim of any Secured Party and Party, and, in either case, such other Subsidiary Guarantor (the “"Claiming Guarantor”") shall not have been fully indemnified by the Borrower as provided in Section 6(a) hereof1, the Contributing Guarantor shall, to the extent the Claiming Guarantor shall not have been so indemnified by the Borrower, indemnify the Claiming 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 applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Guarantor on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 12, the date of the Supplement hereto executed and delivered by such Subsidiary Guarantor) and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement12, the date of the supplement Supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6(b) 2 shall be subrogated to the rights of such Claiming Guarantor under Section 6(a) hereof 1 to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder.

Contribution and Subrogation. Each Subsidiary Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6(c)) that, in the event At any time a payment shall be made by any other Subsidiary Guarantor hereunder Party in respect of any Guaranteed Obligation the Secured Obligations is made under this Agreement or assets of any other Collateral Document as a result of a sale of assets by such Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party and such other Subsidiary Guarantor (the “Claiming Guarantor”) that shall not have been fully indemnified by the Borrower as provided in Section 6(a) hereof6.01, the Contributing Guarantor right of contribution of each Subsidiary Party against each other Subsidiary Party shall indemnify be determined as provided in the Claiming Guarantor immediately succeeding sentence, with the right of contribution of each Subsidiary Party to be revised and restated as of each date on which a payment (a “Relevant Payment”) is made on the Secured Obligations under this Agreement and not indemnified pursuant to Section 6.01. At any time that a Relevant Payment is made by a Subsidiary Party that results in the aggregate payments made by such Subsidiary Party in respect of the Secured Obligations to and including the date of the Relevant Payment exceeding such Subsidiary Party’s Contribution Percentage (as defined below) of the aggregate payments made by all Subsidiary Parties in respect of the Secured Obligations to and including the date of the Relevant Payment (such excess, the “Aggregate Excess Amount”), each such Subsidiary Party shall have a right of contribution against each other Subsidiary Party who has made payments in respect of the Secured Obligations to and including the date of the Relevant Payment in an aggregate amount less than such other Subsidiary Party’s Contribution Percentage of the aggregate payments made to and including the date of the Relevant Payment by all Subsidiary Parties in respect of the Secured Obligations (the aggregate amount of such deficit, the “Aggregate Deficit Amount”) in an amount equal to (x) a fraction the amount numerator of which is the Aggregate Excess Amount of such payment or Subsidiary Party and the denominator of which is the Aggregate Excess Amount of all Subsidiary Parties multiplied by (y) the Aggregate Deficit Amount of such other Subsidiary Party. A Subsidiary Party’s right of contribution pursuant to the preceding sentences shall arise at the time of each computation, subject to adjustment to the time of each computation; provided that the contribution rights of such Subsidiary Party shall be subject to Section 6.03. As used in this Section 6.02: (i) each Subsidiary Party’s “Contribution Percentage” shall mean the percentage obtained by dividing (x) the Adjusted Net Worth (as defined below) of such Subsidiary Party by (y) the aggregate Adjusted Net Worth of all Subsidiary Parties; (ii) the “Adjusted Net Worth” of each Subsidiary Party shall mean the greater of (x) the book value or Net Worth (as defined below) of such Subsidiary Party and (y) zero; and (iii) the “Net Worth” of each Subsidiary Party shall mean the amount by which the fair market saleable value of such assets, as applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Guarantor Subsidiary Party’s assets on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof (or, in the case of any Relevant Payment exceeds its existing debts and other liabilities (including contingent liabilities, but without giving effect to any Guaranteed Obligations arising under the Guaranty or any guaranteed obligations arising under any guaranty of any Junior Financing or any Permitted Refinancing 95959845_3 thereof) on such date. Notwithstanding anything to the contrary contained above, any Subsidiary Guarantor becoming a party hereto Party that is released from this Agreement pursuant to Section 5.10 of the First Lien Credit Agreement7.13 hereof shall thereafter have no contribution obligations, the date of the supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor or rights, pursuant to this Section 6(b) 6.02, and at the time of any such release, if the released Subsidiary Party had an Aggregate Excess Amount or an Aggregate Deficit Amount, same shall be subrogated deemed reduced to $0, and the contribution rights and obligations of the remaining Subsidiary Parties shall be recalculated on the respective date of release (as otherwise provided above) based on the payments made hereunder by the remaining Subsidiary Parties. Each of the Subsidiary Parties recognizes and acknowledges that the rights to contribution arising hereunder shall constitute an asset in favor of the party entitled to such Claiming Guarantor under Section 6(a) hereof contribution. In this context, each Subsidiary Party has the right to waive its contribution right against any other Subsidiary Party to the extent of that after giving effect to such payment. The provisions of this Section 6(b) shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by waiver such Subsidiary Guarantor hereunderParty would remain solvent, in the determination of the Required Lenders.

Contribution and Subrogation. Each Subsidiary Guarantor (a “"Contributing Guarantor”") agrees (subject to Section 6(c)3 below) 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 Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party under the AI Guaranty Agreement and such other Subsidiary Guarantor (the “"Claiming Guarantor”") shall not have been fully indemnified by the Borrower Company, as provided in Section 6(a) hereof1 above, the each Contributing Guarantor shall indemnify the Claiming 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 applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Guarantor on the date hereof or on the date on which enforcement is being sought, whichever is greater, and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement12 below, the date of the supplement Supplement hereto executed and delivered by such Guarantor) or on the date on which enforcement is being sought, whichever is greater; provided that, notwithstanding the foregoing, any Guarantor that is a Foreign Subsidiary Guarantorshall indemnify the Claiming Guarantor only to the extent that the Claiming Guarantor made a payment with respect to an obligation of a direct or indirect subsidiary of such Foreign Subsidiary (and such Foreign Subsidiary shall not have any liability whatsoever with respect to any payment made by a Claiming Guarantor which is either the Company or any Domestic Subsidiary). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6(b) shall be subrogated to the rights of such Claiming Guarantor under Section 6(a) hereof 1 above to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder.

Contribution and Subrogation. Each Subsidiary Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6(c)3) that, that in the event a payment shall be made by any other Subsidiary Guarantor hereunder in respect of any Guaranteed Obligation under the Subsidiary Guarantee Agreement or assets of any other Subsidiary Guarantor shall be sold pursuant to any Security Document applicable security agreement or similar instrument or agreement to satisfy any Guaranteed Obligation owed to a claim of any Secured Party Party, and such other Subsidiary Guarantor (the “Claiming Guarantor”"CLAIMING SUBSIDIARY GUARANTOR") shall not have been fully indemnified by UCAR or the Borrower as provided in Section 6(a1, each other Subsidiary Guarantor (a "CONTRIBUTING SUBSIDIARY GUARANTOR") hereof, the Contributing Guarantor shall indemnify the Claiming Subsidiary 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 applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Subsidiary Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement16, the date of the supplement Supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Subsidiary Guarantor making any payment to a Claiming Subsidiary Guarantor pursuant to this Section 6(b) 2 shall be subrogated to the rights of such Claiming Subsidiary Guarantor under Section 6(a) hereof 1 to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder.

Contribution and Subrogation. Each Subsidiary Guarantor Grantor (other than the Borrower) (a “Contributing GuarantorParty”) agrees (subject to Section 6(c)5.03) 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 Subsidiary Guarantor Grantor (other than the Borrower) shall be sold pursuant to any Security Collateral Document to satisfy any Guaranteed Obligation owed to any Secured Party Party, and such other Subsidiary Guarantor Grantor (the “Claiming GuarantorParty”) shall not have been fully indemnified by the Borrower as provided in Section 6(a) hereof5.01, the Contributing Guarantor Party shall indemnify the Claiming Guarantor 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 applicableassets (the “Indemnified Amount”), in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Guarantor Party on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors Contributing Parties together with the net worth of the Claiming Party on the date hereof (or, in the case of any Subsidiary Guarantor Grantor becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement6.12, the date of the supplement Security Agreement Supplement hereto executed and delivered by such Subsidiary GuarantorGrantor). Any Contributing Guarantor Party making any payment to a Claiming Guarantor Party pursuant to this Section 6(b5.02 shall (subject to Section 5.03) shall be subrogated to the rights of such Claiming Guarantor Party under Section 6(a) hereof 5.01 to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit Notwithstanding the obligations and liabilities of any Subsidiary Guarantor foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a sale of Collateral Agent and 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 other Secured Parties, and each Subsidiary Guarantor shall remain liable fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of up to the Collateral Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunderentire Indemnified Amount.

Contribution and Subrogation. Each Subsidiary Guarantor (a “"Contributing Guarantor”") agrees (subject to Section 6(c)3) that, in the event a payment shall be made by any other Subsidiary Guarantor hereunder in respect of any Guaranteed Obligation Guar- antor under the Subsidiary Guarantee Agreement or assets of any other Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to a claim of any Secured Party and Party, and, in either case, such other Subsidiary Guarantor (the “"Claiming Guarantor”") shall not have been fully indemnified by the Borrower as provided in Section 6(a) hereof1, the Contributing Guarantor shall, to the extent the Claiming Guarantor shall not have been so indemnified by the Borrower, indemnify the Claiming 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 applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Guarantor on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 12, the date of the Supplement hereto executed and delivered by such Subsidiary Guarantor) and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement12, the date of the supplement Supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6(b) 2 shall be subrogated to the rights of such Claiming Guarantor under Section 6(a) hereof 1 to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder.

Contribution and Subrogation. Each Subsidiary Guarantor (each such Guarantor being called a “Contributing GuarantorParty”) agrees (subject to Section 6(c)5.03) 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 Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party and such other Subsidiary Guarantor (the “Claiming GuarantorParty”) shall not have been fully indemnified by the Borrower as provided in Section 6(a) hereof5.01, the such Contributing Guarantor Party shall indemnify the Claiming Guarantor 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“Indemnified Amount”), as applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Guarantor Party on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors Contributing Parties on the date hereof (or, in the case of any Subsidiary Guarantor Contributing Party becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement6.12, the date of the supplement hereto executed and delivered by such Subsidiary GuarantorContributing Party). Any Contributing Guarantor Party making any payment to a Claiming Guarantor Party pursuant to this Section 6(b5.02 shall (subject to Section 5.03) shall be subrogated to the rights of such Claiming Guarantor Party under Section 6(a) hereof 5.01 to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit Notwithstanding the obligations and liabilities of any Subsidiary Guarantor foregoing, to the Collateral Agent and the other Secured Partiesextent that any Claiming Party’s right to indemnification hereunder arises from a payment made to satisfy Obligations constituting Specified Swap Obligations, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the full amount guaranteed by such Subsidiary Guarantor hereunderfraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Subsidiary Guarantor Grantor (a “Contributing GuarantorParty”) agrees (subject to Section 6(c)5.03) 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 Subsidiary Guarantor Grantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Secured Obligation owed to any Secured Party and such other Subsidiary Guarantor Grantor (the “Claiming GuarantorParty”) shall not have been fully indemnified by the Borrower as provided in Section 6(a) hereof5.01, the Contributing Guarantor Party shall indemnify the Claiming Guarantor Party in an amount (the “Indemnified Amount”) equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as applicable, in each case assets multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Guarantor Party on the date hereof Restatement Effective Date, and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors Grantors on the date hereof Restatement Effective Date (or, in the case of any Subsidiary Guarantor Grantor becoming a party hereto after the Restatement Effective Date, pursuant to Section 5.10 of the First Lien Credit Agreement7.14, the date of the supplement hereto executed and delivered by such Subsidiary GuarantorGrantor). Any Contributing Guarantor Party making any payment to a Claiming Guarantor Party pursuant to this Section 6(b) 5.02 shall be subrogated to the rights of such Claiming Guarantor Party under Section 6(a) hereof 5.01 to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit Notwithstanding the obligations and liabilities of any Subsidiary Guarantor foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral Agent and the other made to satisfy Secured PartiesObligations constituting Swap Obligations, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured only those Contributing Parties for whom such Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the full amount guaranteed by such Subsidiary Guarantor hereunderfraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Subsidiary Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6(c)) that, in the event a payment shall be made by any other Subsidiary Guarantor hereunder in respect of any Guaranteed Obligation or assets obligation of any other Subsidiary Guarantor shall be sold pursuant to any Security Document the Borrower under the Note to satisfy any Guaranteed Obligation owed to any Secured Party Holder and such other Subsidiary Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6(a) hereof), the Contributing Guarantor shall indemnify the Claiming 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 applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of after the First Lien Credit Agreementdate hereof, the date of the supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6(b) shall be subrogated to the rights of such Claiming Guarantor under Section 6(a) hereof to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Agent and the other Secured PartiesHolders, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties Holders for the full amount guaranteed by such Subsidiary Guarantor hereunder.

Contribution and Subrogation. Each Subsidiary Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6(c)6.03) that, in the event a payment shall be made by any other Subsidiary Guarantor hereunder in respect of any Guaranteed Obligation Obligation, or assets of any other Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party Party, and such other Subsidiary Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the applicable Borrower as provided in Section 6(a) hereof6.01, the Contributing Guarantor shall indemnify the Claiming 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 assetsassets (the “Indemnified Amount”), as applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement7.16, the date of the supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6(b) 6.02 shall be subrogated to the rights of such Claiming Guarantor under Section 6(a) hereof 6.01 to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit Notwithstanding the obligations and liabilities of any Subsidiary Guarantor foregoing, to the extent that any Claiming Guarantor’s right to indemnification hereunder arises from a payment or sale of Collateral Agent and made to satisfy Obligations constituting Swap Obligations, only those Contributing Guarantors for whom such Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Guarantor, with the other Secured Parties, and each Subsidiary Guarantor shall remain liable fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the Collateral Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunderentire Indemnified Amount.

Contribution and Subrogation. Each Subsidiary Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing GuarantorParty”) agrees (subject to Section 6(c)6.03) that, in the event a payment shall be made by any other Subsidiary Guarantor other than the Borrower hereunder in respect of any Guaranteed Secured Obligation or assets of any other Subsidiary Guarantor Grantor other than the Borrower shall be sold pursuant to any Security Document to satisfy any Guaranteed Secured Obligation owed to any Secured Party and such other Subsidiary Guarantor or Grantor (the “Claiming GuarantorParty”) shall not have been fully indemnified by the Borrower as provided in Section 6(a) hereof6.01, the such Contributing Guarantor Party shall indemnify the Claiming Guarantor 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 applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Guarantor Party on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors Contributing Parties on the date hereof (or, in the case of any Subsidiary Guarantor Contributing Party becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement7.13, the date of the supplement hereto executed and delivered by such Subsidiary GuarantorContributing Party). Any Contributing Guarantor Party making any payment to a Claiming Guarantor Party pursuant to this Section 6(b6.02 shall (subject to Section 6.03) shall be subrogated to the rights of such Claiming Guarantor Party under Section 6(a) hereof 6.01 to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit Notwithstanding the obligations and liabilities of any Subsidiary Guarantor foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral Agent and the other made to satisfy Secured PartiesObligations constituting Swap Obligations, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured only those Contributing Parties for whom such Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the full amount guaranteed by such Subsidiary Guarantor hereunderfraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Subsidiary Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6(c)) 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 Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party and such other Subsidiary Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6(a) hereof, the Contributing Guarantor shall indemnify the Claiming 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 applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 5.11 of the First Lien Credit Agreement, the date of the supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6(b) shall be subrogated to the rights of such Claiming Guarantor under Section 6(a) hereof to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder.

Contribution and Subrogation. Each Subsidiary Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6(c)8.3) that, in the event a payment shall be made by any other Subsidiary Guarantor hereunder in respect of any Guaranteed Obligation Obligation, or assets of any other Subsidiary Guarantor shall be sold pursuant to any Security Loan Document to satisfy any Guaranteed Obligation owed to any Secured Party Party, and such other Subsidiary Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the US Borrower as provided in Section 6(a) hereof8.1, the Contributing Guarantor shall indemnify the Claiming 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 applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement9.14, the date of the supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6(b) 8.2 shall be subrogated to the rights of such Claiming Guarantor under Section 6(a) hereof 8.1 to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit Notwithstanding the obligations and liabilities of any Subsidiary Guarantor foregoing, to the Collateral Agent and extent that any claiming Party’s right to indemnification hereunder arises from a payment or sale of assets made to satisfy secured Obligations constituting Swap Obligations, only those Contributing Guarantors for whom such Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such claiming Party with the other Secured Parties, and each Subsidiary Guarantor shall remain liable to fraction set forth in the Collateral Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereundersecond preceding sentence.

Contribution and Subrogation. Each Subsidiary Guarantor (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 GuarantorParty”) agrees (subject to Section 6(c)3.03) that, in the event a payment shall be made by any other Subsidiary Guarantor hereunder in respect of any Guaranteed Obligation or assets (other than any such payment made by any Guarantor in respect of any other Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party its own Obligations) and such other Subsidiary Guarantor (the “Claiming GuarantorParty”) shall not have been fully indemnified by the Borrower Borrowers or the applicable Guarantor, as applicable, as provided in Section 6(a) hereof3.01, the such Contributing Guarantor Party shall indemnify the Claiming Guarantor 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 applicable“Indemnified Amount”), in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Guarantor Party on the date hereof Closing Date and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors Contributing Parties on the date hereof Closing Date (or, in the case of any Subsidiary Guarantor Contributing Party becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement4.12, the date of the supplement hereto executed and delivered by such Subsidiary GuarantorContributing Party). Any Contributing Guarantor Party making any payment to a Claiming Guarantor Party pursuant to this Section 6(b3.02 shall (subject to Section 3.03) shall be subrogated to the rights of such Claiming Guarantor Party under Section 6(a) hereof 3.01 to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit Notwithstanding the obligations and liabilities of any Subsidiary Guarantor foregoing, to the Collateral Agent and the other Secured Partiesextent that any Claiming Party’s right to indemnification hereunder arises from a payment made to satisfy Obligations constituting Swap Obligations, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured only those Contributing Parties for whom such Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the full amount guaranteed by such Subsidiary Guarantor hereunderfraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Subsidiary Guarantor MSGE (a the “Contributing GuarantorParty”) agrees (subject to Section 6(c)4.3) that, in the event a payment shall be made by any other Subsidiary Guarantor hereunder other than Intermediate Holdings or the Borrower under the Security Agreement in respect of any Guaranteed Secured Obligation or assets of any Grantor (as defined in the Security Agreement) other Subsidiary Guarantor than Intermediate Holdings or the Borrower shall be sold pursuant to any Security Document to satisfy any Guaranteed Secured Obligation owed to any Secured Party and such other Subsidiary Grantor (as defined in the Security Agreement) or Guarantor (the “Claiming GuarantorParty”) shall not have been fully indemnified by Intermediate Holdings or the Borrower as provided in Section 6(a) hereof4.1, the Contributing Guarantor Party shall indemnify the Claiming Guarantor 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 applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Guarantor Party on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors Contributing Parties (as defined in the Security Agreement) on the date hereof hereof. The Contributing Party shall (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant subject to Section 5.10 of the First Lien Credit Agreement, the date of the supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6(b4.3) shall be subrogated to the rights of such the Claiming Guarantor Party under Section 6(a) hereof 4.1 to the extent of the payment made to such payment. The provisions of Claiming Party pursuant to this Section 6(b) shall in no respect limit 4.2. Notwithstanding the obligations and liabilities of any Subsidiary Guarantor foregoing, to the extent that the Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral Agent and made to satisfy Secured Obligations constituting Swap Obligations, only those Contributing Parties (as defined in the other Secured PartiesSecurity Agreement) for whom such Swap Obligations do not constitute Excluded Swap Obligations shall indemnify the Claiming Party, and each Subsidiary Guarantor shall remain liable with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the Collateral Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunderentire Indemnified Amount.

Contribution and Subrogation. Each Subsidiary Guarantor (a “Contributing GuarantorParty”) agrees (subject to Section 6(c)3.03) 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 Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party and such other Subsidiary Guarantor (the “Claiming GuarantorParty”) shall not have been fully indemnified by the Borrower Borrowers as provided in Section 6(a) hereof3.01, the Contributing Guarantor Party shall indemnify the Claiming Guarantor 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 applicablepayment, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Guarantor Party on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors Contributing Parties together with the net worth of the Claiming Party on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement4.14, the date of the supplement Guarantee Supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Guarantor Party making any payment to a Claiming Guarantor Party pursuant to this Section 6(b) 3.02 shall be subrogated to the rights of such Claiming Guarantor under Section 6(a) hereof Party 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. The provisions of this Section 6(b) 3.02 shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Administrative Agent and the other Secured PartiesLenders (or if a Guarantor is subrogated to any right of the Administrative Agent or any Lender by operation of law, such Guarantor hereby waives such rights to the extent permitted by applicable law), and each Subsidiary Guarantor shall remain liable to the Collateral Administrative Agent and the other Secured Parties for Lenders up to the full amount guaranteed by maximum liability of such Subsidiary Guarantor hereunder.

Contribution and Subrogation. Each Subsidiary Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6(c6(b)) 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 Subsidiary Guarantor shall be sold pursuant to any Security Collateral Document to satisfy any Guaranteed Obligation owed to any Secured Party Creditor and such other Subsidiary Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6(a) hereofapplicable Borrower, the Contributing Guarantor shall indemnify the Claiming 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 applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of after the First Lien Credit Agreementdate hereof, the date of the supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6(b6(a) shall be subrogated to the rights of such Claiming Guarantor under Section 6(a) hereof in respect of and to the extent of such payment. The provisions of this Section 6(b6(a) shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Agent and the other Secured PartiesCreditors, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties Creditors for the full amount guaranteed by such Subsidiary Guarantor hereunder.

Contribution and Subrogation. Each Subsidiary Guarantor and Grantor (a “Contributing GuarantorParty”) agrees (subject to Section 6(c)6.03) 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 Subsidiary Guarantor or Grantor (other than the Company) shall be sold pursuant to this Agreement, the Pledge Agreement or any other Security Document to satisfy any Guaranteed Obligation owed to any Secured Party or Shared Pledge Obligation and such other Subsidiary Guarantor or Grantor (the “Claiming GuarantorParty”) shall not have been fully indemnified by the Borrower Company as provided in Section 6(a) hereof6.01, the Contributing Guarantor Party shall indemnify the Claiming Guarantor 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 applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Guarantor Party on the Effective Date (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 8.13 or to the Pledge Agreement pursuant to Section 5.13 thereof, the date hereof 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 Subsidiary Guarantors and Grantors on the date hereof Effective Date (or, in the case of any Subsidiary Guarantor or Grantor becoming a party hereto pursuant to Section 5.10 of 8.13 or to the First Lien Credit AgreementPledge Agreement pursuant to Section 5.13 thereof, the date of the supplement hereto executed and delivered by such Subsidiary Guarantorother date). Any Contributing Guarantor Party making any payment to a Claiming Guarantor Party pursuant to this Section 6(b6.02 shall (subject to Section 6.03) shall be subrogated to the rights of such Claiming Guarantor Party under Section 6(a) hereof 6.01 to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit Notwithstanding the obligations and liabilities of any Subsidiary Guarantor foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral Agent and the other Secured Partiesmade to satisfy Obligations constituting Swap Obligations, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured only those Contributing Parties for whom such Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the full amount guaranteed by such Subsidiary Guarantor hereunderfraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Subsidiary Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6(c)8.3) that, in the event a payment shall be made by any other Subsidiary Guarantor hereunder in respect of any Guaranteed Obligation Obligation, or assets of any other Subsidiary Guarantor shall be sold pursuant to any Security Loan Document to satisfy any Guaranteed Obligation owed to any Secured Party Party, and such other Subsidiary Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower relevant Borrower(s) as provided in Section 6(a) hereof8.1, the Contributing Guarantor shall indemnify the Claiming 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 applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement9.14 hereof, the date of the supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6(b) 8.2 shall be subrogated to the rights of such Claiming Guarantor under Section 6(a) hereof 8.1 to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit Notwithstanding the obligations and liabilities of any Subsidiary Guarantor foregoing, to the Collateral Agent extent that any claiming Party’s right to indemnification hereunder arises from a payment or sale of assets made to satisfy secured Guaranteed Obligations (i) of a US Borrower or a US Guarantor, no Loan Party described in clause (d) or (e) of the definition of Excluded Subsidiary shall indemnify such claiming Party and the other Secured Partiesno assets that constitute Excluded Assets described in clauses (8), (13) or (15) of such defined term shall be applied to satisfy such indemnification claim, and each Subsidiary Guarantor (ii) constituting Swap Obligations, only those Contributing Guarantors for whom such Swap Obligations do not constitute Excluded Swap Obligations shall remain liable to indemnify such claiming Party with the Collateral Agent and fraction set forth in the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereundersecond preceding sentence.

Contribution and Subrogation. Each Subsidiary Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6(c)3) that, that in the event a payment shall be made by any other Subsidiary Guarantor hereunder in respect of any Guaranteed Obligation under the Guarantee Agreement or assets of any other Subsidiary Guarantor shall be sold pursuant to any Security Document applicable security agreement or similar instrument or agreement to satisfy any Guaranteed Obligation owed to a claim of any Secured Party Party, and such other Subsidiary Guarantor (the “Claiming Guarantor”"CLAIMING SUBSIDIARY GUARANTOR") shall not have been fully indemnified by UCAR or the Borrower as provided in Section 6(a1, each other Subsidiary Guarantor (a "CONTRIBUTING SUBSIDIARY GUARANTOR") hereof, the Contributing Guarantor shall indemnify the Claiming Subsidiary 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 applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Subsidiary Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement16, the date of the supplement Supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Subsidiary Guarantor making any payment to a Claiming Subsidiary Guarantor pursuant to this Section 6(b) 2 shall be subrogated to the rights of such Claiming Subsidiary Guarantor under Section 6(a) hereof 1 to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder.

Contribution and Subrogation. Each Subsidiary Guarantor (a “"Contributing Subsidiary Guarantor”") agrees (subject to Section 6(c)3) that, in the event a payment shall be made by any other Subsidiary Guarantor hereunder in respect of any Guaranteed Obligation under the Second Priority Subsidiary Guarantee Agreement or assets of any other Subsidiary Guarantor shall be sold pursuant to any Security Second Priority Collateral Document to satisfy a claim of any Guaranteed Obligation owed to any Secured Second Priority Debt Party and such other Subsidiary Guarantor (the “"Claiming Subsidiary Guarantor”") shall not have been fully indemnified by the Borrower as provided in Section 6(a) hereof1, the Contributing Subsidiary Guarantor shall indemnify the Claiming Subsidiary 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 applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Subsidiary Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof May 27, 2000 (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement12 after such date, the date of the supplement Supplement hereto executed and delivery by such Subsidiary Guarantor) and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on May 27, 2000 (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 12 after such date, the date of the Supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Subsidiary Guarantor making any payment to a Claiming Subsidiary Guarantor pursuant to this Section 6(b) 2 shall be subrogated to the rights of such Claiming Subsidiary Guarantor under Section 6(a) hereof 1 to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder.

Contribution and Subrogation. Each Subsidiary Guarantor (a “"Contributing Guarantor”") agrees (subject to Section 6(c)3) that, in the event a payment shall be made by any other Subsidiary Guarantor hereunder in respect of any Guaranteed Obligation under the Guarantee Agreement or assets of any other Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to a claim of any Secured Party and such other Subsidiary Guarantor (the “"Claiming Guarantor”") shall not have been fully indemnified by the Borrower as provided in Section 6(a) hereof1, the Contributing Guarantor shall indemnify the Claiming 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 applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement12, the date of the supplement Supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6(b) 2 shall be subrogated to the rights of such Claiming Guarantor under Section 6(a) hereof 1 to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit Notwithstanding anything else herein, the obligations of Daniel Borislow hereunder will be limited the Collaterax xxxxxxx xxxxr the Pledged Agreement of even date herewith between Daniel Borislow and liabilities of any Subsidiary Guarantor to the Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunderAgent.

Contribution and Subrogation. Each Subsidiary Guarantor (other than the Company) (a “Contributing GuarantorParty”) agrees (subject to Section 6(c)Sections 2.07 and 3.03) that, in the event a payment shall be made by any other Subsidiary Guarantor (other than the Company) hereunder in respect of any Guaranteed Secured Obligations (other than by the Dutch Borrower solely in respect of any Loan Document Obligation owed by it) or assets of any other Subsidiary Guarantor (other than the Company) shall be sold pursuant to any Security Document to satisfy any Guaranteed Secured Obligation (other than assets of the Dutch Borrower solely in respect of any Loan Document Obligation owed to any Secured Party by the Dutch Borrower) and such other Subsidiary Guarantor (the “Claiming GuarantorParty”) shall not have been fully indemnified by the applicable Borrower and the Company as provided in Section 6(a) hereof3.01, the each Contributing Guarantor Party shall indemnify the each Claiming Guarantor Party in an amount equal to the amount of such payment Exhibit G or the greater of the book value or and the fair market value of such assetsassets (the “Indemnified Amount”), as applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Guarantor Party on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors Contributing Parties on the date hereof (or, in the case of any Subsidiary Guarantor Contributing Party becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement5.13, the date of the supplement Supplement hereto executed and delivered by such Subsidiary GuarantorContributing Party). Any Contributing Guarantor Party making any payment to a Claiming Guarantor Party pursuant to this Section 6(b) 3.02 shall be (subject to Section 3.03) subrogated to the rights of such Claiming Guarantor Party under Section 6(a) hereof 3.01 to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit Notwithstanding the obligations and liabilities of any Subsidiary Guarantor foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral Agent and the other made to satisfy Secured PartiesObligations constituting Swap Obligations, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured only those Contributing Parties for whom such Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the full amount guaranteed by such Subsidiary Guarantor hereunderfraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Subsidiary Guarantor (a “"Contributing Subsidiary Guarantor”") agrees (subject to Section 6(c)3) that, in the event a payment shall be made by any other Subsidiary Guarantor hereunder in respect of any Guaranteed Obligation under the Senior Subsidiary Guarantee Agreement or assets of any other Subsidiary Guarantor shall be sold pursuant to any Security Senior Collateral Document to satisfy a claim of any Guaranteed Obligation owed to any Senior Secured Party and such other Subsidiary Guarantor (the “"Claiming Subsidiary Guarantor”") shall not have been fully indemnified by the Borrower as provided in Section 6(a) hereof1, the Contributing Subsidiary Guarantor shall indemnify the Claiming Subsidiary 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 applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Subsidiary Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof May 27, 2000 (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement12 after such date, the date of the supplement Supplement hereto executed and delivery by such Subsidiary Guarantor) and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on May 27, 2000 (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 12 after such date, the date of the Supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Subsidiary Guarantor making any payment to a Claiming Subsidiary Guarantor pursuant to this Section 6(b) 2 shall be subrogated to the rights of such Claiming Subsidiary Guarantor under Section 6(a) hereof 1 to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder.

Contribution and Subrogation. Each Subsidiary Subject to Section 2.07, each Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6(c)6.03 hereof) that, in the event a payment shall be made by any other Subsidiary Guarantor hereunder in respect of any Guaranteed Secured Obligation or assets of any other Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Secured Obligation owed to any Secured Party and such other Subsidiary Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6(a) 6.01 hereof, the Contributing Guarantor shall indemnify the Claiming 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 assetsassets (the “Indemnified Amount”), as applicable, in each case multiplied by a fraction of which the numerator shall will be the net worth of such Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement7.16 hereof, the date of the supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6(b) 6.02 shall be subrogated to the rights of such Claiming Guarantor under Section 6(a) 6.01 hereof to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit Notwithstanding the obligations and liabilities of any Subsidiary Guarantor foregoing, to the extent that any Claiming Guarantor’s right to indemnification hereunder arises from a payment or sale of Collateral Agent and made to satisfy any Secured Obligation constituting Swap Obligations, only those Contributing Guarantors for whom such Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Guarantor, with the other Secured Parties, and each Subsidiary Guarantor shall remain liable fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the Collateral Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunderentire Indemnified Amount.

Contribution and Subrogation. Each Subsidiary Guarantor Grantor (a “Contributing GuarantorSubsidiary Grantor”) agrees (subject to Section 6(c)5.03) that, in the event a payment shall be made by any other Subsidiary Guarantor Grantor hereunder in respect of any Guaranteed Obligation Notes Obligation, or assets of any other Subsidiary Guarantor Grantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Notes Obligation owed to any Secured Party Party, and such other Subsidiary Guarantor Grantor (the “Claiming GuarantorSubsidiary Grantor”) shall not have been fully indemnified by the Borrower Issuer as provided in Section 6(a) hereof5.01, the Contributing Guarantor Subsidiary Grantor shall indemnify the Claiming Guarantor Subsidiary Grantor 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 applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Guarantor Subsidiary Grantor on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors Grantors on the date hereof (or, in the case of any such Subsidiary Guarantor Grantor becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement6.16, the date of the supplement hereto executed and delivered by such Subsidiary GuarantorGrantor). Any Contributing Guarantor Subsidiary Grantor making any payment to a Claiming Guarantor Subsidiary Grantor pursuant to this Section 6(b5.02 shall (subject to Section 5.03) shall be subrogated to the rights of such Claiming Guarantor Subsidiary Grantor under Section 6(a) hereof 5.01 to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder.

Contribution and Subrogation. Each Subsidiary Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6(c)) that, in the event At any time a payment shall be made by any other Subsidiary Guarantor hereunder Party in respect of any Guaranteed Obligation the Secured Obligations is made under this Agreement or assets of any other Collateral Document as a result of a sale of assets by such Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party and such other Subsidiary Guarantor (the “Claiming Guarantor”) that shall not have been fully indemnified by the Borrower as provided in Section 6(a) hereof5.01, the Contributing Guarantor right of contribution of each Subsidiary Party against each other Subsidiary Party shall indemnify be determined as provided in the Claiming Guarantor immediately succeeding sentence, with the right of contribution of each Subsidiary Party to be revised and restated as of each date on which a payment (a “Relevant Payment”) is made on the Secured Obligations under this Agreement and not indemnified pursuant to Section 5.01. At any time that a Relevant Payment is made by a Subsidiary Party that results in the aggregate payments made by such Subsidiary Party in respect of the Secured Obligations to and including the date of the Relevant Payment exceeding such Subsidiary Party’s Contribution Percentage (as defined below) of the aggregate payments made by all Subsidiary Parties in respect of the Secured Obligations to and including the date of the Relevant Payment (such excess, the “Aggregate Excess Amount”), each such Subsidiary Party shall have a right of contribution against each other Subsidiary Party who has made payments in respect of the Secured Obligations to and including the date of the Relevant Payment in an aggregate amount less than such other Subsidiary Party’s Contribution Percentage of the aggregate payments made to and including the date of the Relevant Payment by all Subsidiary Parties in respect of the Secured Obligations (the aggregate amount of such deficit, the “Aggregate Deficit Amount”) in an amount equal to (x) a fraction the amount numerator of which is the Aggregate Excess Amount of such payment or Subsidiary Party and the denominator of which is the Aggregate Excess Amount of all Subsidiary Parties multiplied by (y) the Aggregate Deficit Amount of such other Subsidiary Party. A Subsidiary Party’s right of contribution pursuant to the preceding sentences shall arise at the time of each computation, subject to adjustment to the time of each computation; provided that the contribution rights of such Subsidiary Party shall be subject to Section 5.03. As used in this Section 5.02: (i) each Subsidiary Party’s “Contribution Percentage” shall mean the percentage obtained by dividing (x) the Adjusted Net Worth (as defined below) of such Subsidiary Party by (y) the aggregate Adjusted Net Worth of all Subsidiary Parties; (ii) the “Adjusted Net Worth” of each Subsidiary Party shall mean the greater of (x) the book value or Net Worth (as defined below) of such Subsidiary Party and (y) zero; and (iii) the “Net Worth” of each Subsidiary Party shall mean the amount by which the fair market saleable value of such assets, as applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Guarantor Subsidiary Party’s assets on the date hereof of any Relevant Payment exceeds its existing debts and the denominator shall be the aggregate net worth of all other liabilities (including contingent liabilities, but without giving effect to any Guaranteed Obligations arising under the Subsidiary Guarantors Guaranty or any guaranteed obligations arising under any guaranty of the Senior Subordinated Notes or any Permitted Refinancing thereof) on such date. Notwithstanding anything to the date hereof (orcontrary contained above, in the case of any Subsidiary Guarantor becoming a party hereto Party that is released from this Agreement pursuant to Section 5.10 of the First Lien Credit Agreement6.13 hereof shall thereafter have no contribution obligations, the date of the supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor or rights, pursuant to this Section 6(b) 5.02, and at the time of any such release, if the released Subsidiary Party had an Aggregate Excess Amount or an Aggregate Deficit Amount, same shall be subrogated deemed reduced to $0, and the contribution rights and obligations of the remaining Subsidiary Parties shall be recalculated on the respective date of release (as otherwise provided above) based on the payments made hereunder by the remaining Subsidiary Parties. Each of the Subsidiary Parties recognizes and acknowledges that the rights to contribution arising hereunder shall constitute an asset in favor of the party entitled to such Claiming Guarantor under Section 6(a) hereof contribution. In this connection, each Subsidiary Party has the right to waive its contribution right against any other Subsidiary Party to the extent of that after giving effect to such payment. The provisions of this Section 6(b) shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by waiver such Subsidiary Guarantor hereunderParty would remain solvent, in the determination of the Required Lenders.

Contribution and Subrogation. Each Subsidiary Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6(c)3 below) 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 Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party under the AI Guaranty Agreement and such other Subsidiary Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower Company, as provided in Section 6(a) hereof1 above, the each Contributing Guarantor shall indemnify the Claiming 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 applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Guarantor on the date hereof or on the date on which enforcement is being sought, whichever is greater, and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement12 below, the date of the supplement Supplement hereto executed and delivered by such Guarantor) or on the date on which enforcement is being sought, whichever is greater; provided that, notwithstanding the foregoing, any Guarantor that is a Foreign Subsidiary Guarantorshall indemnify the Claiming Guarantor only to the extent that the Claiming Guarantor made a payment with respect to an obligation of a direct or indirect subsidiary of such Foreign Subsidiary (and such Foreign Subsidiary shall not have any liability whatsoever with respect to any payment made by a Claiming Guarantor which is either the Company or any Domestic Subsidiary). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6(b) shall be subrogated to the rights of such Claiming Guarantor under Section 6(a) hereof 1 above to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder.

Contribution and Subrogation. Each Subsidiary Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6(c7(c)) 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 Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party and such other Subsidiary Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the applicable Borrower as provided in Section 6(a7(a) hereof, the Contributing Guarantor shall indemnify the Claiming 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 applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement, the date of the supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6(b7(b) shall be subrogated to the rights of such Claiming Guarantor under Section 6(a7(a) hereof to the extent of such payment. The provisions of this Section 6(b7(b) shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder.

Contribution and Subrogation. Each Subsidiary Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6(c)2.06 above) that, in the event a payment shall be made by any other Subsidiary Guarantor hereunder in respect of any Guaranteed Obligation under this Agreement or assets of any other Subsidiary Guarantor shall be sold pursuant to any Security Collateral Document to satisfy a claim of any Guaranteed Obligation owed to any Secured Finance Party and such other Subsidiary Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6(a) hereof3.01, the Contributing Guarantor shall indemnify the Claiming 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 applicablethe case may be, in each case multiplied by a fraction the numerator of which the numerator shall be the net worth of such the Contributing Guarantor on the date hereof that the obligation(s) supporting such claim were incurred under this Agreement and the denominator of which shall be the aggregate net worth of all the Subsidiary Guarantors on the such date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement6.11, the date of the supplement hereto Accession Agreement executed and delivered by such Subsidiary Guarantor); provided that such rights of contribution and indemnification shall be subordinated to the prior payment in full, in cash, of all of the Guaranteed Obligations. Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6(b) 3.02 shall be subrogated to the rights of such Claiming Guarantor under Section 6(a) hereof 3.01 to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder.

Contribution and Subrogation. Each Subsidiary Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6(c)) that, in the event At any time a payment shall be made by any other Subsidiary Guarantor hereunder Party in respect of any Guaranteed Obligation the Secured Obligations is made under this Agreement or assets of any other Collateral Document as a result of a sale of assets by such Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party and such other Subsidiary Guarantor (the “Claiming Guarantor”) that shall not have been fully indemnified by the Borrower as provided in Section 6(a) hereof5.01, the Contributing Guarantor right of contribution of each Subsidiary Party against each other Subsidiary Party shall indemnify be determined as provided in the Claiming Guarantor immediately succeeding sentence, with the right of contribution of each Subsidiary Party to be revised and restated as of each date on which a payment (a “Relevant Payment”) is made on the Secured Obligations under this Agreement and not indemnified pursuant to Section 5.01. At any time that a Relevant Payment is made by a Subsidiary Party that results in the aggregate payments made by such Subsidiary Party in respect of the Secured Obligations to and including the date of the Relevant Payment exceeding such Subsidiary Party’s Contribution Percentage (as defined below) of the aggregate payments made by all Subsidiary Parties in respect of the Secured Obligations to and including the date of the Relevant Payment (such excess, the “Aggregate Excess Amount”), each such Subsidiary Party shall have a right of contribution against each other Subsidiary Party who has made payments in respect of the Secured Obligations to and including the date of the Relevant Payment in an aggregate amount less than such other Subsidiary Party’s Contribution Percentage of the aggregate payments made to and including the date of the Relevant Payment by all Subsidiary Parties in respect of the Secured Obligations (the aggregate amount of such deficit, the “Aggregate Deficit Amount”) in an amount equal to (x) a fraction the amount numerator of which is the Aggregate Excess Amount of such payment or Subsidiary Party and the denominator of which is the Aggregate Excess Amount of all Subsidiary Parties multiplied by (y) the Aggregate Deficit Amount of such other Subsidiary Party. A Subsidiary Party’s right of contribution pursuant to the preceding sentences shall arise at the time of each computation, subject to adjustment to the time of each computation; provided that the contribution rights of such Subsidiary Party shall be subject to Section 5.03. As used in this Section 5.02: (i) each Subsidiary Party’s “Contribution Percentage” shall mean the percentage obtained by dividing (x) the Adjusted Net Worth (as defined below) of such Subsidiary Party by (y) the aggregate Adjusted Net Worth of all Subsidiary Parties; (ii) the “Adjusted Net Worth” of each Subsidiary Party shall mean the greater of (x) the book value or Net Worth (as defined below) of such Subsidiary Party and (y) zero; and (iii) the “Net Worth” of each Subsidiary Party shall mean the amount by which the fair market saleable value of such assets, as applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Guarantor Subsidiary Party’s assets on the date hereof of any Relevant Payment exceeds its existing debts and the denominator shall be the aggregate net worth of all other liabilities (including contingent liabilities, but without giving effect to any Guaranteed Obligations arising under the Subsidiary Guarantors Guaranty or any guaranteed obligations arising under any guaranty of the Senior Subordinated Notes or any Permitted Refinancing thereof) on such date. Notwithstanding anything to the date hereof (orcontrary contained above, in the case of any Subsidiary Guarantor becoming a party hereto Party that is released from this Agreement pursuant to Section 5.10 of the First Lien Credit Agreement6.13 hereof shall thereafter have no contribution obligations, the date of the supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor or rights, pursuant to this Section 6(b) 3.02, and at the time of any such release, if the released Subsidiary Party had an Aggregate Excess Amount or an Aggregate Deficit Amount, same shall be subrogated deemed reduced to $0, and the contribution rights and obligations of the remaining Subsidiary Parties shall be recalculated on the respective date of release (as otherwise provided above) based on the payments made hereunder by the remaining Subsidiary Parties. Each of the Subsidiary Parties recognizes and acknowledges that the rights to contribution arising hereunder shall constitute an asset in favor of the party entitled to such Claiming Guarantor under Section 6(a) hereof contribution. In this connection, each Subsidiary Party has the right to waive its contribution right against any other Subsidiary Party to the extent of that after giving effect to such payment. The provisions of this Section 6(b) shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by waiver such Subsidiary Guarantor hereunderParty would remain solvent, in the determination of the Required Lenders.

Contribution and Subrogation. Each Subsidiary US Guarantor and US Facilities Grantor, other than the Company, that has guaranteed, or granted Liens to secure, the Obligations of any Class under this Agreement or any Other Security Document (a “"Contributing Guarantor”Party") agrees (subject to Section 6(c)7.03) that, in the event a payment shall be made by any other Subsidiary US Guarantor (other than the Company) hereunder in respect of any Guaranteed Obligation Obligations of such Class or assets of any other Subsidiary Guarantor US Facilities Grantor (other than the Company) shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party Obligations of such Class and such other Subsidiary US Guarantor or US Facilities Grantor (the “"Claiming Guarantor”Party") shall not have been fully indemnified by the applicable Borrower as provided in Section 6(a) hereof7.01, the Contributing Guarantor Party shall indemnify the Claiming Guarantor 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 applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Guarantor on the date hereof Party and the denominator shall be the aggregate net worth of all the Subsidiary US Guarantors and US Facilities Grantors, other than the Company, that have guaranteed or granted Liens to secure the Obligations of such Class. 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 Subsidiary US Guarantor or US Facilities Grantor becoming a party hereto pursuant to Section 5.10 of US Guarantor or US Facilities Grantor after the First Lien Credit Agreementdate hereof, the date of the supplement hereto executed and delivered by on which such Subsidiary GuarantorUS Guarantor or US Facilities Grantor shall have become a US Guarantor or US Facilities Grantor). Any Contributing Guarantor Party making any payment to a Claiming Guarantor Party pursuant to this Section 6(b) shall be subrogated to the rights of such Claiming Guarantor Party under Section 6(a) hereof 7.01 to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder.

Contribution and Subrogation. Each Subsidiary Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6(c7(c)) 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 Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party and such other Subsidiary Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6(a7(a) hereof, the Contributing Guarantor shall indemnify the Claiming 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 applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement, the date of the supplement hereto Guaranty Supplement executed and delivered by such Subsidiary Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6(b7(b) shall be subrogated to the rights of such Claiming Guarantor under Section 6(a7(a) hereof to the extent of such payment. The provisions of this Section 6(b7(b) shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder.

Contribution and Subrogation. Each Subsidiary Guarantor and Grantor (a “Contributing GuarantorParty”) agrees (subject to Section 6(c)6.03) 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 Subsidiary Guarantor Grantor (other than the Company) shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party and such other Subsidiary Guarantor or Grantor (the “Claiming GuarantorParty”) shall not have been fully indemnified by the Borrower Company as provided in Section 6(a) hereof6.01, the Contributing Guarantor Party shall indemnify the Claiming Guarantor 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 applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Guarantor 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 5.10 of the First Lien Credit Agreement7.14, the date of the supplement hereto executed and delivered by such Subsidiary GuarantorGuarantor or Grantor). Any Contributing Guarantor Party making any payment to a Claiming Guarantor Party pursuant to this Section 6(b6.02 shall (subject to Section 6.03) shall be subrogated to the rights of such Claiming Guarantor Party under Section 6(a) hereof 6.01 to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit Notwithstanding the obligations and liabilities of any Subsidiary Guarantor foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral Agent and the other Secured Partiesmade to satisfy secured Obligations constituting Swap Obligations, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured only those Contributing Parties for whom such Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the full amount guaranteed by such Subsidiary Guarantor hereunderfraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Subsidiary Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6(c)) that, in the event At any time a payment shall be made by any other Subsidiary Guarantor hereunder Party in respect of any the Guaranteed Obligation or assets of any other Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party and such other Subsidiary Guarantor (the “Claiming Guarantor”) Obligations is made under this Agreement that shall not have been fully indemnified by the Borrower as provided in Section 6(a) hereof3.01, the Contributing Guarantor right of contribution of each Subsidiary Party against each other Subsidiary Party shall indemnify be determined as provided in the Claiming Guarantor immediately succeeding sentence, with the right of contribution of each Subsidiary Party to be revised and restated as of each date on which an unreimbursed payment (a “Relevant Payment”) is made on the Guaranteed Obligations under this Agreement. At any time that a Relevant Payment is made by a Subsidiary Party that results in the aggregate payments made by such Subsidiary Party in respect of the Guaranteed Obligations to and including the date of the Relevant Payment exceeding such Subsidiary Party’s Contribution Percentage (as defined below) of the aggregate payments made by all Subsidiary Parties in respect of the Guaranteed Obligations to and including the date of the Relevant Payment (such excess, the “Aggregate Excess Amount”), each such Subsidiary Party shall have a right of contribution against each other Subsidiary Party who has made payments in respect of the Guaranteed Obligations to and including the date of the Relevant Payment in an aggregate amount less than such other Subsidiary Party’s Contribution Percentage of the aggregate payments made to and including the date of the Relevant Payment by all Subsidiary Parties in respect of the Guaranteed Obligations (the aggregate amount of such deficit, the “Aggregate Deficit Amount”) in an amount equal to (x) a fraction the amount numerator of which is the Aggregate Excess Amount of such payment or Subsidiary Party and the denominator of which is the Aggregate Excess Amount of all Subsidiary Parties multiplied by (y) the Aggregate Deficit Amount of such other Subsidiary Party. A Subsidiary Party’s right of contribution pursuant to the preceding sentences shall arise at the time of each computation, subject to adjustment to the time of each computation; provided that all contribution rights of such Subsidiary Party shall be subject to Section 3.03. As used in this Section 3.02: (i) each Subsidiary Party’s “Contribution Percentage” shall mean the percentage obtained by dividing (x) the Adjusted Net Worth (as defined below) of such Subsidiary Party by (y) the aggregate Adjusted Net Worth of all Subsidiary Parties; (ii) the “Adjusted Net Worth” of each Subsidiary Party shall mean the greater of (x) the book value or Net Worth (as defined below) of such Subsidiary Party and (y) zero; and (iii) the “Net Worth” of each Subsidiary Party shall mean the amount by which the fair market saleable value of such assets, as applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Guarantor Subsidiary Party’s assets on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof (or, in the case of any Relevant Payment exceeds its existing debts and other liabilities (including contingent liabilities, but without giving effect to any Guaranteed Obligations arising under this Agreement or any guaranteed obligations arising under any guaranteeguaranty of any Junior Financing) on such date. Notwithstanding anything to the contrary contained above, any Subsidiary Guarantor becoming a party hereto Party that is released from this Agreement pursuant to Section 5.10 of the First Lien Credit Agreement4.13 hereof shall thereafter have no contribution obligations, the date of the supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor or rights, pursuant to this Section 6(b) 3.02, and at the time of any such release, if the released Subsidiary Party had an Aggregate Excess Amount or an Aggregate Deficit Amount, same shall be subrogated deemed reduced to $0, and the contribution rights and obligations of the remaining Subsidiary Parties shall be recalculated on the respective date of release (as otherwise provided above) based on the payments made hereunder by the remaining Subsidiary Parties. Each of the Subsidiary Parties recognizes and acknowledges that the rights to contribution arising hereunder shall constitute an asset in favor of the party entitled to such Claiming Guarantor under Section 6(a) hereof contribution. In this connection, each Subsidiary Party has the right to waive its contribution right against any other Subsidiary Party to the extent of that after giving effect to such payment. The provisions of this Section 6(b) shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by waiver such Subsidiary Guarantor hereunderParty would remain solvent, in the determination of the Required Lenders.

Contribution and Subrogation. In addition to all rights of indemnity and subrogation a Guarantor may have under applicable law (but subject to Section 4.3), the Borrower agrees that (a) in the event a payment shall be made by any Guarantor hereunder, the Borrower shall indemnify such Guarantor for the full amount of such payment, and such Guarantor shall be subrogated to the rights of the Person to whom such payments shall have been made to the extent of such payment, and (b) in the event that any assets of any Guarantor shall be sold pursuant to any Loan Document to satisfy any claim of any Guaranteed Party, the Borrower shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold. Each Subsidiary Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6(c)this paragraph) 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 Subsidiary Guarantor shall be sold pursuant to any Security Loan Document to satisfy a claim of any Guaranteed Obligation owed to any Secured Party and such other Subsidiary Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6(a) hereofthis paragraph, the Contributing Guarantor shall indemnify the Claiming 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 applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement, on the date of the supplement hereto executed and delivered by such Subsidiary Guarantor)hereof. Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6(b) paragraph shall be subrogated to the rights of such Claiming Guarantor under Section 6(a) hereof this paragraph to the extent of such payment. The provisions Notwithstanding any provision of this paragraph to the contrary, all rights of its Guarantors under this paragraph and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated as provided in Section 6(b4.3. No failure on the part of the Borrower or any Guarantor to make the payments required by this Section (or any other payments required under applicable law or otherwise) shall in no any respect limit the obligations and liabilities of any Subsidiary Guarantor with respect to the Collateral Agent and the other Secured Partiesits obligations under this paragraph, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by of the obligations of such Subsidiary Guarantor hereunderunder this paragraph.

Contribution and Subrogation. Each Subsidiary Guarantor (a “Contributing Subsidiary Guarantor”) agrees (subject to Section 6(c)6.03) that, in the event a payment shall be made by any other Subsidiary Guarantor hereunder in respect of any Guaranteed Obligation Obligation, or assets of any other Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party Party, and such other Subsidiary Guarantor (the “Claiming Subsidiary Guarantor”) shall not have been fully indemnified by the Borrower Issuer as provided in Section 6(a) hereof6.01, the Contributing Subsidiary Guarantor shall indemnify the Claiming 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 applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Subsidiary Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement7.16, the date of the supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Subsidiary Guarantor making any payment to a Claiming Subsidiary Guarantor pursuant to this Section 6(b) 6.02 shall be subrogated to the rights of such Claiming Subsidiary Guarantor under Section 6(a) hereof 6.01 to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder.

Contribution and Subrogation. Each Subsidiary Guarantor (a “Contributing GuarantorParty”) agrees (subject to Section 6(c)3.03) 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 Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party and such other Subsidiary Guarantor (the “Claiming GuarantorParty”) shall not have been fully indemnified by the Borrower as provided in Section 6(a) hereof3.01, the Contributing Guarantor Party shall indemnify the Claiming Guarantor 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“Indemnified Amount”), as applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Guarantor Party on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement4.14, the date of the supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Guarantor Party making any payment to a Claiming Guarantor Party pursuant to this Section 6(b) 3.02 shall be subrogated to the rights of such Claiming Guarantor Party under Section 6(a) hereof 3.01 to the extent of such payment. The provisions For purposes of this Section 6(bAgreement, “net worth” of any Guarantor as of any date shall mean (a) shall in no respect limit the obligations and amount of the total assets of such Guarantor as of such date minus (b) the amount of the total liabilities of any Subsidiary 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. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral Agent and the other Secured Partiesmade to satisfy Guaranteed Obligations constituting Swap Obligations, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured only those Contributing Parties for whom such Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the full amount guaranteed by such Subsidiary Guarantor hereunderfraction set forth in the third preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Subsidiary Guarantor (a “"Contributing Guarantor”") agrees (subject to Section 6(c)3) that, in the event a payment shall be made by any other Subsidiary Guarantor hereunder in respect of any Guaranteed Obligation under the Subsidiary Guarantee Agreement or assets of any other Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to a claim of any Secured Party and Party, and, in either case, such other Subsidiary Guarantor (the “"Claiming Guarantor”") shall not have been fully indemnified by the Borrower Parents as provided in Section 6(a) hereof1, the Contributing Guarantor shall, to the extent the Claiming Guarantor shall not have been so indemnified by the Parents, indemnify the Claiming 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 applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Guarantor on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 12, the date of the Supplement hereto executed and delivered by such Subsidiary Guarantor) and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement12, the date of the supplement Supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6(b) 2 shall be subrogated to the rights of such Claiming Guarantor under Section 6(a) hereof 1 to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder.

Contribution and Subrogation. Each Subsidiary Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6(c)8.3) that, in the event a payment shall be made by any other Subsidiary Guarantor hereunder in respect of any Guaranteed Obligation Obligation, or assets of any other Subsidiary Guarantor shall be sold pursuant to any Security Loan Document to satisfy any Guaranteed Obligation owed to any Secured Party Party, and such other Subsidiary Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower relevant Borrower(s) as provided in Section 6(a) hereof8.1, the Contributing Guarantor shall indemnify the Claiming 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 applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement9.14 hereof, the date of the supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6(b) 8.2 shall be subrogated to the rights of such Claiming Guarantor under Section 6(a) hereof 8.1 to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit Notwithstanding the obligations and liabilities of any Subsidiary Guarantor foregoing, to the Collateral Agent extent that any claiming Party’s right to indemnification hereunder arises from a payment or sale of assets made to satisfy secured Obligations (i) of a U.S. Borrower, no Guarantor described in clause (d) or (f) of the definition of Excluded Subsidiary shall indemnify such claiming Party and the other Secured Partiesno assets that constitute Excluded Assets described in clause (8) of such defined term shall be applied to satisfy such indemnification claim, and each Subsidiary Guarantor (ii) constituting Swap Obligations, only those Contributing Guarantors for whom such Swap Obligations do not constitute Excluded Swap Obligations shall remain liable to indemnify such claiming Party with the Collateral Agent and fraction set forth in the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereundersecond preceding sentence.

Contribution and Subrogation. Each Subsidiary Guarantor (a “Contributing GuarantorParty”) agrees (subject to Section 6(c)3.03) 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 Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party and such other Subsidiary Guarantor (the “Claiming GuarantorParty”) shall not have been fully indemnified by the Borrower as provided in Section 6(a) hereof3.01, the Contributing Guarantor Party shall indemnify the Claiming Guarantor 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 applicablepayment, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Guarantor Party on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors Contributing Parties together with the net worth of the Claiming Party on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement4.14, the date of the supplement Guaranty Supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Guarantor Party making any payment to a Claiming Guarantor Party pursuant to this Section 6(b) 3.02 shall be subrogated to the rights of such Claiming Guarantor under Section 6(a) hereof Party 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. The provisions of this Section 6(b) 3.02 shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Administrative Agent and the other Secured PartiesParties (or if a Guarantor is subrogated to any right of the Administrative Agent or any Secured Party by operation of law, such Guarantor hereby waives such rights to the extent permitted by applicable law), and each Subsidiary Guarantor shall remain liable to the Collateral Administrative Agent and the other Secured Parties for up to the full amount guaranteed by maximum liability of such Subsidiary Guarantor hereunder.

Contribution and Subrogation. Each Subsidiary Contributing Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6(c)7.8) 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 Subsidiary Guarantor shall be sold pursuant to any Security Collateral Document to satisfy any Guaranteed Obligation owed to any Secured Party and such other Subsidiary Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower Borrowers as provided in Section 6(a) 7.3 hereof, the Contributing Guarantor shall indemnify the Claiming 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 applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement, the date of the supplement hereto Counterpart Agreement executed and delivered by such Subsidiary Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6(b) 7.4 shall be subrogated to the rights of such Claiming Guarantor under Section 6(a) hereof 7.3hereof to the extent of such payment. The provisions of this Section 6(b) 7.4 shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder.

Contribution and Subrogation. Each Subsidiary Guarantor (other than the Borrower) (a “Contributing GuarantorParty”) agrees (subject to Section 6(c)SECTION 3.03. ) that, in the event a payment shall be made by any other Subsidiary Guarantor (other than the Borrower) hereunder in respect of any Guaranteed Obligation or assets of any other Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party and such other Subsidiary Guarantor (the “Claiming GuarantorParty”) shall not have been fully indemnified by the Borrower as provided in Section 6(a) hereofSECTION 3.01. , the Contributing Guarantor Party shall indemnify the Claiming Guarantor 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 applicable“Indemnified Amount”), in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Guarantor Party on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors Contributing Parties together with the net worth of the Claiming Party on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of the First Lien Credit AgreementSECTION 4.11. , the date of the supplement Guaranty Supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Guarantor Party making any payment to a Claiming Guarantor Party pursuant to this Section 6(bSECTION 3.02. shall (subject to Section 3.03) shall be subrogated to the rights of such Claiming Guarantor Party under Section 6(a) hereof 3.01 to the extent of such payment. The provisions 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 Section 6(b) shall in no respect limit connection, each Guarantor has the obligations and liabilities of right to waive, to the fullest extent permitted by applicable law, its contribution right against any Subsidiary other Guarantor to the Collateral Agent and extent that after giving effect to such waiver such Guarantor would remain solvent, in the other Secured Partiesdetermination of the Required Lenders. Notwithstanding the foregoing, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured 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, with the full amount guaranteed by such Subsidiary Guarantor hereunderfraction set forth in the first sentence of this paragraph being modified as appropriate to provide for indemnification of up to the entire Indemnified Amount.

Contribution and Subrogation. Each Subsidiary Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6(c)) 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 Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party and such other Subsidiary Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower Borrowers as provided in Section 6(a) hereof, the Contributing Guarantor shall indemnify the Claiming 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 applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 5.09 of the First Lien Credit Agreement, the date of the supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6(b) shall be subrogated to the rights of such Claiming Guarantor under Section 6(a) hereof to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Administrative Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Administrative Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder.

Contribution and Subrogation. Each 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 Guarantor (Loan Party, the Borrower or such Domestic Subsidiary Loan Party, as applicable) being called a “Contributing GuarantorParty”) agrees (subject to Section 6(c)5.03) 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 Subsidiary Guarantor Grantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed (other than any assets of the Borrower or of any Domestic Subsidiary Loan Party sold to any Secured Party satisfy its own Obligations) and such other Subsidiary Guarantor Grantor (the “Claiming GuarantorParty”) shall not have been fully indemnified by the Borrower or the applicable Domestic Subsidiary Loan Party, as applicable, as provided in Section 6(a) hereof5.01, the such Contributing Guarantor Party shall indemnify the Claiming Guarantor 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 applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Guarantor Party on the date hereof Closing Date and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors Contributing Parties on the date hereof Closing Date (or, in the case of any Subsidiary Guarantor Contributing Party becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement6.12, the date of the supplement hereto executed and delivered by such Subsidiary GuarantorContributing Party). Any Contributing Guarantor Party making any payment to a Claiming Guarantor Party pursuant to this Section 6(b5.02 shall (subject to Section 5.03) shall be subrogated to the rights of such Claiming Guarantor Party under Section 6(a) hereof 5.01 to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit Notwithstanding the obligations and liabilities of any Subsidiary Guarantor foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a sale of Collateral Agent and the other Secured Partiesmade to satisfy Obligations constituting Swap Obligations, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured only those Contributing Parties for whom such Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the full amount guaranteed by such Subsidiary Guarantor hereunderfraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Subsidiary Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing GuarantorParty”) agrees (subject to Section 6(c)6.03) that, in the event a payment shall be made by any other Subsidiary Guarantor other than the Borrower hereunder in respect of any Guaranteed Obligation or assets of any other Subsidiary Guarantor Grantor other than the Borrower shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party and such other Subsidiary Guarantor or Grantor (the “Claiming GuarantorParty”) shall not have been fully indemnified by the Borrower as provided in Section 6(a) hereof6.01, the such Contributing Guarantor Party shall indemnify the Claiming Guarantor 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 applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Guarantor Party on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors Contributing Parties on the date hereof (or, in the case of any Subsidiary Guarantor Contributing Party becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement7.12, the date of the supplement hereto executed and delivered by such Subsidiary GuarantorContributing Party). Any Contributing Guarantor Party making any payment to a Claiming Guarantor Party pursuant to this Section 6(b6.02 shall (subject to Section 6.03) shall be subrogated to the rights of such Claiming Guarantor Party under Section 6(a) hereof 6.01 to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit Notwithstanding the obligations and liabilities of any Subsidiary Guarantor foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral Agent and the other Secured Partiesmade to satisfy Obligations constituting Specified Swap Obligations, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the full amount guaranteed by such Subsidiary Guarantor hereunderfraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Subsidiary Guarantor (a “"Contributing Subsidiary Guarantor”") agrees (subject to Section 6(c)3) 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 under the Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party Guarantee Agreement and such other Subsidiary Guarantor (the “"Claiming Subsidiary Guarantor”") shall not have been fully indemnified by the Borrower Borrowers as provided in Section 6(a) hereof1, the each Contributing Subsidiary Guarantor shall indemnify the Claiming Subsidiary 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 applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Subsidiary Guarantor on the date hereof or on the date on which enforcement is being sought, whichever is greater, and the denominator shall be the aggregate of the respective net worth worths of all the Subsidiary Guarantors on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement12, the date of the supplement Supplement hereto executed and delivered by such Subsidiary Guarantor)) or the date on which enforcement is being sought, whichever is greater. Any Contributing Subsidiary Guarantor making any payment to a Claiming Subsidiary Guarantor pursuant to this Section 6(b) 2 shall be subrogated to the rights of such Claiming Subsidiary Guarantor under Section 6(a) hereof 1 to the extent of such payment. The provisions of this Section 6(b) shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder.

Contribution and Subrogation. Each Subsidiary Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6(c7(c)) 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 Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party and such other Subsidiary Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the applicable Borrower as provided in Section 6(a7(a) hereof, the Contributing Guarantor shall indemnify the Claiming 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 applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.10 of the First Lien Credit Agreement, the date of the supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6(b7(b) shall be subrogated to the rights of such Claiming Guarantor under Section 6(a7(a) hereof to the extent of such payment. The provisions of this Section 6(b7(b) shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Administrative Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Administrative Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder.