Common use of Contribution and Subrogation Clause in Contracts

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation or assets of any other Grantor shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair value of such assets, as applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 7.14, the date of the supplement hereto executed and delivered by such Guarantor or Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Party under Section 6.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor Subsidiary Loan Party (a “Contributing Party”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor Subsidiary Loan Party hereunder in respect of any Secured Obligation or assets of any other Grantor Subsidiary Loan Party shall be sold pursuant to any Security Loan Document to satisfy any Secured Obligation owed to any Secured Party and such other Guarantor or Grantor Subsidiary Loan Party (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors Subsidiary Loan Parties on the date hereof (or, in the case of any Guarantor Subsidiary Loan Party or Grantor Subsidiary Loan Party becoming a party hereto pursuant to Section 7.147.13, the date of the supplement hereto executed and delivered by such Guarantor or GrantorSubsidiary Loan Party). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Party under Section 6.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 6.033.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation Secured Obligations or assets of any other Grantor Guarantor (other than the Borrower) shall be sold pursuant to any Term Security Document to satisfy any Secured Obligation owed to any Secured Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.013.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 5.13, the date of the Supplement executed and delivered by such Guarantor) and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 7.145.13, the date of the supplement hereto executed and delivered by such Guarantor or Grantorother date). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 3.02 shall be subrogated to the rights of such Claiming Party under Section 6.01 3.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 6.033.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation Guaranteed Obligations or assets of any other Grantor Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Guaranteed Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.013.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 5.13, the date of the Supplement executed and delivered by such Guarantor) and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 7.145.13, the date of the supplement hereto executed and delivered by such Guarantor or Grantorother date). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 3.02 shall be subrogated to the rights of such Claiming Party under Section 6.01 3.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 6.03Sections 2.08 and 3.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation Secured Obligations or assets of any other Grantor Guarantor shall be sold pursuant to any Security Document to satisfy any Secured Obligation owed to any Secured Guaranteed Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.013.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 5.13, the date of the Supplement executed and delivered by such Guarantor) and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 7.145.13, the date of the supplement hereto executed and delivered by such Guarantor or Grantorother date). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 3.02 shall be subrogated to the rights of such Claiming Party under Section 6.01 3.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor Subsidiary Party (a “Contributing Party”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor Subsidiary Party hereunder in respect of any Obligation or assets of any other Grantor Subsidiary Party shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured Party and such other Guarantor or Grantor Subsidiary Party (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors Subsidiary Parties on the date hereof (or, in the case of any Guarantor or Grantor Subsidiary Party becoming a party hereto pursuant to Section 7.14, the date of the supplement hereto executed and delivered by such Guarantor or GrantorSubsidiary Party). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Party under Section 6.01 to the extent of such payment.

Contribution and Subrogation. Each Subsidiary Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 6.033.03) that, in the event a payment shall be made by any other Subsidiary Guarantor hereunder in respect of any Obligation Guaranteed Obligations or assets of any other Grantor 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 or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Parent or the Borrower as provided in Section 6.013.01, the each Contributing Party shall indemnify the each Claiming Party in an amount equal to the amount of such payment or (the greater of the book value or the fair value of such assets, as applicable, in each case “Indemnified Amount”) multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors Contributing Parties on the date hereof (or, in the case of any Guarantor or Grantor Contributing Party becoming a party hereto pursuant to Section 7.145.12, the date of the supplement Supplement hereto executed and delivered by such Guarantor or GrantorContributing Party). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 3.02 shall be subrogated to the rights of such Claiming Party under Section 6.01 3.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 6.038.3) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation or assets of any other Grantor shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.018.1, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof Closing Date and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof Closing Date (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 7.149.14, the date of the supplement hereto executed and delivered by such Guarantor or Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 8.2 shall be subrogated to the rights of such Claiming Party under Section 6.01 8.1 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation or assets of any other Grantor Guarantor shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower Issuers as provided in Section 6.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 7.14, the date of the supplement hereto executed and delivered by such Guarantor or GrantorGuarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party under Section 6.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 6.035.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation or assets of any other Grantor shall be sold pursuant to any Security Second Lien Document to satisfy any Second Lien Obligation owed to any Second Lien Secured Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower Issuers as provided in Section 6.015.01, subject to the terms of the Intercreditor Agreement, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors Contributing Parties together with the net worth of the Claiming Party on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 7.146.14, the date of the supplement Second Lien Security Agreement Supplement hereto executed and delivered by such Guarantor or Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 5.02 shall be subrogated to the rights of such Claiming Party under Section 6.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Note Obligation or assets of any other Grantor shall be sold pursuant to any Security Collateral Document to satisfy any Note Obligation owed to any Secured Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower Holdings as provided in Section 6.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair value of such assets, as applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 7.148.06, the date of the supplement hereto executed and delivered by such Guarantor or Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Party under Section 6.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation or assets of any other Grantor shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair value of such assets, as applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 7.147.15, the date of the supplement hereto executed and delivered by such Guarantor or Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Party under Section 6.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “"Contributing Party”") agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation or assets of any other Grantor shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured Party and such other Guarantor or Grantor (the “"Claiming Party”") shall not have been fully indemnified by the Borrower as provided in Section 6.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair value of such assets, as applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 7.14, the date of the supplement hereto executed and delivered by such Guarantor or Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Party under Section 6.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor Subsidiary Party (a “Contributing Party”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor Subsidiary Party hereunder in respect of any Obligation guaranteed by the Contributing Party or assets of any other Grantor Subsidiary Party shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured guaranteed by the Contributing Party and such other Guarantor or Grantor Subsidiary Party (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors Subsidiary Parties that have guaranteed the applicable Obligation on the date hereof (or, in the case of any Guarantor or Grantor Subsidiary Party becoming a party hereto pursuant to Section 7.14, the date of the supplement hereto executed and delivered by such Guarantor or GrantorSubsidiary Party). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Party under Section 6.01 to the extent of such payment.

Contribution and Subrogation. Each Subsidiary Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 6.033.03) that, in the event a payment shall be made by any other Subsidiary Guarantor hereunder in respect of any Obligation Loan Document Obligations or assets of any other Grantor Subsidiary Guarantor, shall be sold pursuant to any Security Loan Document to satisfy any Loan Document Obligation owed to any Secured Party and such other Subsidiary Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.013.01, the each Contributing Party shall indemnify the such Claiming Party in an amount equal to the amount of such payment or the greater of the book value or and the fair market value of such 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 the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors and Grantors on the date hereof (or, in the case of any Subsidiary Guarantor or Grantor becoming a party hereto pursuant to Section 7.145.13, the date of the supplement Supplement hereto executed and delivered by such Guarantor or GrantorSubsidiary Guarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 3.02 shall (subject to Section 3.03) be subrogated to the rights of such Claiming Party under Section 6.01 3.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation or assets of any other Grantor shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower Borrowers as provided in Section 6.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 7.14, the date of the supplement hereto executed and delivered by such Guarantor or Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Party under Section 6.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor Subsidiary Loan Party (a “Contributing Party”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor Subsidiary Loan Party hereunder in respect of any Obligation or assets of any other Grantor Subsidiary Loan Party shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured Party and such other Guarantor or Grantor Subsidiary Loan Party (the “Claiming Party”) shall not have been fully indemnified by the Borrower and Holdings as provided in Section 6.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors Subsidiary Loan Parties on the date hereof (or, in the case of any Guarantor or Grantor Subsidiary Loan Party becoming a party hereto pursuant to Section 7.14, the date of the supplement hereto executed and delivered by such Guarantor or GrantorSubsidiary Loan Party). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Party under Section 6.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor Subsidiary Loan Party (a “"Contributing Party”") agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor Subsidiary Loan Party hereunder in respect of any Obligation or assets of any other Grantor Subsidiary Loan Party shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured Party and such other Guarantor or Grantor Subsidiary Loan Party (the “"Claiming Party”") shall not have been fully indemnified by the Borrower and Holdings as provided in Section 6.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors Subsidiary Loan Parties on the date hereof (or, in the case of any Guarantor or Grantor Subsidiary Loan Party becoming a party hereto pursuant to Section 7.14, the date of the supplement hereto executed and delivered by such Guarantor or GrantorSubsidiary Loan Party). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Party under Section 6.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor Subsidiary Party (a “Contributing Party”) agrees (subject to Section 6.035.03) that, in the event a payment shall be made by any other Guarantor Subsidiary Party hereunder in respect of any Canadian Obligation guaranteed by the Contributing Party or assets of any other Grantor Subsidiary Party shall be sold pursuant to any Security Document to satisfy any Canadian Obligation owed to any Secured guaranteed by the Contributing Party and such other Guarantor or Grantor Subsidiary Party (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.015.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors Subsidiary Parties that have guaranteed the Canadian Obligation on the date hereof (or, in the case of any Guarantor or Grantor Subsidiary Party becoming a party hereto pursuant to Section 7.146.15, the date of the supplement hereto executed and delivered by such Guarantor or GrantorSubsidiary Party). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Party under Section 6.01 5.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor Subsidiary Loan Party (a “Contributing Party”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor Subsidiary Loan Party hereunder in respect of any Obligation or assets of any other Grantor Subsidiary Loan Party shall be sold pursuant to any Security Document Document, including the Shared Collateral Agreement, to satisfy any Obligation owed to any Secured Party and such other Guarantor or Grantor Subsidiary Loan Party (the “Claiming Party”) shall not have been fully indemnified by the Borrower and Holdings as provided in Section 6.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors Subsidiary Loan Parties on the date hereof (or, in the case of any Guarantor or Grantor Subsidiary Loan Party becoming a party hereto pursuant to Section 7.14, the date of the supplement hereto executed and delivered by such Guarantor or GrantorSubsidiary Loan Party). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Party under Section 6.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor Subsidiary Loan Party (a “Contributing Party”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor Subsidiary Loan Party hereunder in respect of any Obligation or assets of any other Grantor Subsidiary Loan Party shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured (other, in each case, than an Obligation for the incurrence of which such other Subsidiary Loan Party received fair and adequate consideration) and such other Guarantor or Grantor Subsidiary Loan Party (the “Claiming Party”) shall not have been fully indemnified by the Company or the applicable Borrower as provided in Section 6.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as applicablethe case maybe, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors Subsidiary Loan Parties on the date hereof (or, in the case of any Guarantor or Grantor Subsidiary Loan Party becoming a party hereto pursuant to Section 7.14, the date of the supplement hereto executed and delivered by such Guarantor or GrantorSubsidiary Loan Party). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Party under Section 6.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor Subsidiary Party (a “Contributing Party”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor Subsidiary Party hereunder in respect of any Obligation or assets of any other Grantor Subsidiary Party shall be sold pursuant to any Security Collateral Document to satisfy any Obligation owed to any Secured Party and such other Guarantor or Grantor Subsidiary Party (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors Subsidiary Parties on the date hereof (or, in the case of any Guarantor or Grantor Subsidiary Party becoming a party hereto pursuant to Section 7.14, the date of the supplement hereto executed and delivered by such Guarantor or GrantorSubsidiary Party). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Party under Section 6.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 6.03Sections 2.07 and 3.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation Secured Obligations or assets of any other Grantor Guarantor (other than the Borrower) shall be sold pursuant to any Security Document to satisfy any Secured Obligation owed to any Secured Guaranteed Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.013.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 5.13, the date of the Supplement executed and delivered by such Guarantor) and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 7.14such Guarantor, the date of the supplement hereto executed and delivered by such Guarantor or Grantorother date). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 3.02 shall be subrogated to the rights of such Claiming Party under Section 6.01 3.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor Subsidiary Loan Party (a “Contributing Party”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor Subsidiary Loan Party hereunder in respect of any Obligation or assets of any other Grantor Subsidiary Loan Party shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured (other, in each case, than an Obligation for the incurrence of which such other Subsidiary Loan Party received fair and adequate consideration) and such other Guarantor or Grantor Subsidiary Loan Party (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors Subsidiary Loan Parties on the date hereof (or, in the case of any Guarantor or Grantor Subsidiary Loan Party becoming a party hereto pursuant to Section 7.14, the date of the supplement hereto executed and delivered by such Guarantor or GrantorSubsidiary Loan Party). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Party under Section 6.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation or assets of any other Grantor shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 7.147.16, the date of the supplement hereto executed and delivered by such Guarantor or Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Party under Section 6.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor Subsidiary Loan Party (a “Contributing Party”) agrees (subject to Section 6.035.03) that, in the event a payment shall be made by any other Guarantor Subsidiary Loan Party hereunder in respect of any Obligation or assets of any other Grantor Subsidiary Loan Party shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured (other, in each case, than an Obligation for the incurrence of which such other Subsidiary Loan Party received fair and adequate consideration) and such other Guarantor or Grantor Subsidiary Loan Party (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.015.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be Table of Contents the aggregate net worth of all the Guarantors and Grantors Subsidiary Loan Parties on the date hereof (or, in the case of any Guarantor or Grantor Subsidiary Loan Party becoming a party hereto pursuant to Section 7.146.14, the date of the supplement hereto executed and delivered by such Guarantor or GrantorSubsidiary Loan Party). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 5.02 shall be subrogated to the rights of such Claiming Party under Section 6.01 5.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Secured Obligation or assets of any other Grantor Guarantor shall be sold pursuant to any Security Document to satisfy any Secured Obligation owed to any Secured Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 7.147.13, the date of the supplement hereto executed and delivered by such Guarantor or GrantorGuarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Party under Section 6.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor Subsidiary Loan Party (a “Contributing Party”) agrees (subject to Section 6.035.03) that, in the event a payment shall be made by any other Guarantor Subsidiary Loan Party hereunder in respect of any Obligation or assets of any other Grantor Subsidiary Loan Party shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured (other, in each case, than an Obligation for the incurrence of which such other Subsidiary Loan Party received fair and adequate consideration) and such other Guarantor or Grantor Subsidiary Loan Party (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.015.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors Subsidiary Loan Parties on the date hereof (or, in the case of any Guarantor or Grantor Subsidiary Loan Party becoming a party hereto pursuant to Section 7.146.14, the date of the supplement hereto executed and delivered by such Guarantor or GrantorSubsidiary Loan Party). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 5.02 shall be subrogated to the rights of such Claiming Party under Section 6.01 5.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor Subsidiary Party (a “"Contributing Party”") agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor Subsidiary Party hereunder in respect of any Obligation or assets of any other Grantor Subsidiary Party shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured Party and such other Guarantor or Grantor Subsidiary Party (the “"Claiming Party”") shall not have been fully indemnified by the Borrower as provided in Section 6.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors Subsidiary Parties on the date hereof (or, in the case of any Guarantor or Grantor Subsidiary Party becoming a party hereto pursuant to Section 7.14, the date of the supplement hereto executed and delivered by such Guarantor or GrantorSubsidiary Party). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Party under Section 6.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 6.033.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation Guaranteed Obligations or assets of any other Grantor Guarantor shall be sold pursuant to any Security Loan Document to satisfy any Guaranteed Obligation owed to any Secured Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.013.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 7.145.12, the date of the supplement Supplement hereto executed and delivered by such Guarantor or GrantorGuarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 3.02 shall (subject to Section 3.03) be subrogated to the rights of such Claiming Party under Section 6.01 3.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 6.033.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation Secured Obligations or assets of any other Grantor Guarantor (other than the Borrower) shall be sold pursuant to any Security Document to satisfy any Secured Obligation owed to any Secured Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.013.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the Effective Date (or, in the case of any Guarantor becoming a party hereto pursuant to Section 5.13, the date hereof of the Supplement executed and delivered by such Guarantor) and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof Effective Date (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 7.145.13, the date of the supplement hereto executed and delivered by such Guarantor or Grantorother date). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 3.02 shall be subrogated to the rights of such Claiming Party under Section 6.01 3.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Contrib- uting Party”) agrees (subject to Section 6.033.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation Secured Obligations or assets of any other Grantor Guarantor (other than the Borrower) shall be sold pursuant to any Security Document to satisfy any Secured Obligation owed to any Secured Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.013.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 5.13, the date of the Supplement executed and delivered by such Guarantor) and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 7.145.13, the date of the supplement hereto executed and delivered by such Guarantor or Grantorother date). Any Contributing Party making any payment pay- ment to a Claiming Party pursuant to this Section 6.02 3.02 shall be subrogated to the rights of such Claiming Party under Section 6.01 3.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 6.033.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation Obligations or assets of any other Grantor Guarantor (other than the Borrower) shall be sold pursuant to any ABL Security Document to satisfy any Secured Obligation owed to any Secured Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.013.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 5.13, the date of the Supplement executed and delivered by such Guarantor) and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 7.145.13, the date of the supplement hereto executed and delivered by such Guarantor or Grantorother date). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 3.02 shall be subrogated to the rights of such Claiming Party under Section 6.01 3.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 6.033.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation Secured Obligations or assets of any other Grantor Guarantor (other than the Borrower) shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Guaranteed Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.013.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 5.13, the date of the Supplement executed and delivered by such Guarantor) and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 7.145.13, the date of the supplement hereto executed and delivered by such Guarantor or Grantorother date). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 3.02 shall be subrogated to the rights of such Claiming Party under Section 6.01 3.01 to the extent of such payment.

Contribution and Subrogation. Each Guarantor and Grantor Subsidiary Party (a “"Contributing Party”") agrees (subject to Section 6.037.03) that, in the event a payment shall be made by any other Guarantor Subsidiary Party hereunder in respect of any Obligation or assets of any other Grantor Subsidiary Party shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured Party and such other Guarantor or Grantor Subsidiary Party (the “"Claiming Party”") shall not have been fully indemnified by the Borrower as provided in Section 6.017.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors Subsidiary Party on the date hereof (or, in the case of any Guarantor or Grantor Subsidiary Party becoming a party hereto pursuant to Section 7.148.14, the date of the supplement hereto executed and delivered by such Guarantor or GrantorSubsidiary Party). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 7.02 shall be subrogated to the rights of such Claiming Party under Section 6.01 7.01 to the extent of such payment.