Common use of Contribution and Subrogation Clause in Contracts

Contribution and Subrogation. Each Subsidiary Loan Party (a “Contributing Party”) agrees (subject to Section 6.03 hereof) that, in the event a payment shall be made by any other Subsidiary Loan Party hereunder in respect of any Guarantor Obligation, or assets of any other Subsidiary Loan Party shall be sold pursuant to any Security Document to satisfy any Loan Obligation owed to any Secured Party and such other Subsidiary Loan Party (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.01 hereof, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties on the date hereof (or, in the case of any Subsidiary Loan Party becoming a party hereto pursuant to Section 7.16 hereof, the date of the supplement hereto executed and delivered by such Subsidiary 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 to the extent of such payment.

Contribution and Subrogation. Each Subsidiary Loan Party Guarantor (a “Contributing Party”) agrees (subject to Section 6.03 hereof3.03) that, in the event a payment shall be made by any other Subsidiary Loan Party Guarantor hereunder in respect of any Guarantor Obligation, Secured Obligations or assets of any other Subsidiary Loan Party Guarantor (other than the Borrower) shall be sold pursuant to any Term Security Document to satisfy any Loan Secured Obligation owed to any Secured Party and such other Subsidiary Loan Party Guarantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.01 hereof3.01, 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 such 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 Contributing Parties Guarantors on the date hereof (or, in the case of any Subsidiary Loan Party Guarantor becoming a party hereto pursuant to Section 7.16 hereof5.13, the date of the supplement hereto executed and delivered by such Subsidiary Loan Partyother 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 3.01 to the extent of such payment.

Contribution and Subrogation. Each Subsidiary Loan Party (a “Contributing Party”) agrees (subject to Section 6.03 hereof6.03) that, in the event a payment shall be made by any other Subsidiary Loan Party hereunder in respect of any Guarantor Obligation, Secured Obligation or assets of any other Subsidiary Loan Party shall be sold pursuant to any Security Loan Document to satisfy any Loan Secured Obligation owed to any Secured Party and such other Subsidiary Loan Party (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.01 hereof6.01, 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 such the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Subsidiary Loan Parties on the date hereof (or, in the case of any Subsidiary Loan Party or Subsidiary Loan Party becoming a party hereto pursuant to Section 7.16 hereof7.13, the date of the supplement hereto executed and delivered by such Subsidiary 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 Subsidiary Loan Party Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 6.03 hereof6.03) that, in the event a payment shall be made by any other Subsidiary Loan Party Guarantor hereunder in respect of any Guarantor Obligation, Obligation or assets of any other Subsidiary Loan Party Grantor shall be sold pursuant to any Security Document to satisfy any Loan Obligation owed to any Secured Party and such other Subsidiary Loan Party Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.01 hereof6.01, 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 applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties Guarantors and Grantors on the date hereof (or, in the case of any Subsidiary Loan Party Guarantor or Grantor becoming a party hereto pursuant to Section 7.16 hereof7.14, the date of the supplement hereto executed and delivered by such Subsidiary Loan PartyGuarantor 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 Subsidiary Loan Party (a “Contributing Party”) agrees (subject to Section 6.03 hereof6.03) that, in the event a payment shall be made by any other Subsidiary Loan Party hereunder in respect of any Guarantor Obligation, Obligation or assets of any other Subsidiary Loan Party shall be sold pursuant to any Security Document to satisfy any Loan Obligation owed to any Secured Party and such other Subsidiary Loan Party (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.01 hereof6.01, 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 such the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Subsidiary Parties on the date hereof (or, in the case of any Subsidiary Loan Party becoming a party hereto pursuant to Section 7.16 hereof7.14, the date of the supplement hereto executed and delivered by such Subsidiary 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 Subsidiary Loan Party Guarantor (a “Contributing Party”) agrees (subject to Section 6.03 hereof3.03) that, in the event a payment shall be made by any other Subsidiary Loan Party Guarantor hereunder in respect of any Guarantor Obligation, Guaranteed Obligations or assets of any other Subsidiary Loan Party Guarantor shall be sold pursuant to any Security Loan Document to satisfy any Loan Guaranteed Obligation owed to any Secured Party and such other Subsidiary Loan Party Guarantor (the “Claiming Party”) shall not have been fully indemnified by the Parent or the Borrower as provided in Section 6.01 hereof3.01, 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 market 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 such the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties on the date hereof (or, in the case of any Subsidiary Loan Contributing Party becoming a party hereto pursuant to Section 7.16 hereof5.12, the date of the supplement Supplement hereto executed and delivered by such Subsidiary Loan Contributing 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 3.01 to the extent of such payment.

Contribution and Subrogation. Each Subsidiary Loan Party Grantor other than the U.S. Borrower (a “Contributing Party”) agrees (subject to Section 6.03 hereof5.03) that, in the event a payment shall be made by any other Subsidiary Loan Party hereunder in respect of any Guarantor Obligation, or assets of any other Subsidiary Loan Party Grantor other than the U.S. Borrower shall be sold pursuant to any Security Collateral Document to satisfy any Loan Secured Obligation owed to any Secured Party and such other Subsidiary Loan Party Grantor (the “Claiming Party”) shall not have been fully indemnified by the U.S. Borrower as provided in Section 6.01 hereof5.01, 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 applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party on the date hereof (or, in the case of any Subsidiary Loan Party Grantor becoming a party hereto pursuant to Section 7.16 hereof6.14, the date of the supplement Security Agreement Supplement hereto executed and delivered by such Subsidiary Loan PartyGrantor). 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 to the extent of such payment.

Contribution and Subrogation. Each Subsidiary Loan Party Grantor (a “Contributing Party”) agrees (subject to Section 6.03 hereof5.03) that, in the event a payment shall be made by any other Subsidiary Loan Party hereunder in respect of any Guarantor Obligation, or assets of any other Subsidiary Loan Party Grantor shall be sold pursuant to any Security Second Lien Document to satisfy any Loan Second Lien Obligation owed to any Second Lien Secured Party and such other Subsidiary Loan Party Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower Issuers as provided in Section 6.01 hereof5.01, 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 such the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party on the date hereof (or, in the case of any Subsidiary Loan Party Grantor becoming a party hereto pursuant to Section 7.16 hereof6.14, the date of the supplement Second Lien Security Agreement Supplement hereto executed and delivered by such Subsidiary Loan PartyGrantor). 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 to the extent of such payment.

Contribution and Subrogation. Each Subsidiary Loan Party Guarantor (a “Contributing Party”) agrees (subject to Section 6.03 hereofSections 2.08 and 3.03) that, in the event a payment shall be made by any other Subsidiary Loan Party Guarantor hereunder in respect of any Guarantor Obligation, Secured Obligations or assets of any other Subsidiary Loan Party Guarantor shall be sold pursuant to any Security Document to satisfy any Loan Secured Obligation owed to any Secured Guaranteed Party and such other Subsidiary Loan Party Guarantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.01 hereof3.01, 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 such 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 Contributing Parties Guarantors on the date hereof (or, in the case of any Subsidiary Loan Party Guarantor becoming a party hereto pursuant to Section 7.16 hereof5.13, the date of the supplement hereto executed and delivered by such Subsidiary Loan Partyother 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 3.01 to the extent of such payment.

Contribution and Subrogation. Each Subsidiary Loan Party Guarantor (a “Contributing Party”) agrees (subject to Section 6.03 hereof6.03) that, in the event a payment shall be made by any other Subsidiary Loan Party Guarantor hereunder in respect of any Guarantor Obligation, Obligation or assets of any other Subsidiary Loan Party Guarantor shall be sold pursuant to any Security Document to satisfy any Loan Obligation owed to any Secured Party and such other Subsidiary Loan Party Guarantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower Issuers as provided in Section 6.01 hereof6.01, 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 such the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties Guarantors on the date hereof (or, in the case of any Subsidiary Loan Party Guarantor becoming a party hereto pursuant to Section 7.16 hereof7.14, the date of the supplement hereto executed and delivered by such Subsidiary Loan PartyGuarantor). 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 Subsidiary Loan Party Guarantor (a “Contributing Party”) agrees (subject to Section 6.03 hereofSections 2.07 and 3.03) that, in the event a payment shall be made by any other Subsidiary Loan Party Guarantor hereunder in respect of any Guarantor Obligation, Secured Obligations or assets of any other Subsidiary Loan Party Guarantor shall be sold pursuant to any Security Document to satisfy any Loan Secured Obligation owed to any Secured Guaranteed Party and such other Subsidiary Loan Party Guarantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.01 hereof3.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assetspayment, as applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such 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 Contributing Parties Guarantors on the date hereof (or, in the case of any Subsidiary Loan Party becoming a party hereto pursuant to Section 7.16 hereofsuch Guarantor, the date of the supplement hereto executed and delivered by such Subsidiary Loan Partyother 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 3.01 to the extent of such payment.

Contribution and Subrogation. Each Subsidiary Loan Party (a “Contributing Party”) agrees (subject to Section 6.03 hereof5.03) that, in the event a payment shall be made by any other Subsidiary Loan Party hereunder in respect of any Guarantor Obligation, or assets of any other Subsidiary Loan Party shall be sold pursuant to any Security Collateral Document to satisfy any Loan Secured Obligation owed to any Secured Party and such other Subsidiary Loan Party (the “Claiming Party”) shall not have been fully indemnified by the relevant Borrower as provided in Section 6.01 hereof5.01, 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 applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party on the date hereof (or, in the case of any Subsidiary Loan Party Grantor becoming a party hereto pursuant to Section 7.16 hereof6.14, the date of the supplement Security Agreement Supplement hereto executed and delivered by such Subsidiary Loan PartyGrantor). 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 to the extent of such payment.

Contribution and Subrogation. Each Subsidiary Loan Party Guarantor (a “Contributing Party”) agrees (subject to Section 6.03 hereof3.03) that, in the event a payment shall be made by any other Subsidiary Loan Party Guarantor hereunder in respect of any Guarantor Obligation, Guaranteed Obligations or assets of any other Subsidiary Loan Party Guarantor shall be sold pursuant to any Security Document to satisfy any Loan Guaranteed Obligation owed to any Secured Guaranteed Party and such other Subsidiary Loan Party Guarantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.01 hereof3.01, 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 such 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 Contributing Parties Guarantors on the date hereof (or, in the case of any Subsidiary Loan Party Guarantor becoming a party hereto pursuant to Section 7.16 hereof5.13, the date of the supplement hereto executed and delivered by such Subsidiary Loan Partyother 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 3.01 to the extent of such payment.

Contribution and Subrogation. Each Subsidiary Loan Party Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 6.03 hereof6.03) that, in the event a payment shall be made by any other Subsidiary Loan Party Guarantor hereunder in respect of any Guarantor Obligation, Obligation or assets of any other Subsidiary Loan Party Grantor shall be sold pursuant to any Security Document to satisfy any Loan Obligation owed to any Secured Party and such other Subsidiary Loan Party Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower Borrowers as provided in Section 6.01 hereof6.01, 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 such the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties Guarantors and Grantors on the date hereof (or, in the case of any Subsidiary Loan Party Guarantor or Grantor becoming a party hereto pursuant to Section 7.16 hereof7.14, the date of the supplement hereto executed and delivered by such Subsidiary Loan PartyGuarantor 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 Subsidiary Loan Party (a “Contributing Party”) agrees (subject to Section 6.03 hereof6.03) that, in the event a payment shall be made by any other Subsidiary Loan Party hereunder in respect of any Guarantor Obligation, Obligation or assets of any other Subsidiary Loan Party shall be sold pursuant to any Security Document to satisfy any Obligation (other, in each case, than an Obligation for the incurrence of which such other Subsidiary Loan Obligation owed to any Secured Party received fair and adequate consideration) and such other 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 hereof6.01, 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 such the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Subsidiary Loan Parties on the date hereof (or, in the case of any Subsidiary Loan Party becoming a party hereto pursuant to Section 7.16 hereof7.14, the date of the supplement hereto executed and delivered by such Subsidiary 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 Subsidiary Loan Party (a “Contributing Party”) agrees (subject to Section 6.03 hereof5.03) that, in the event a payment shall be made by any other Subsidiary Loan Party hereunder in respect of any Guarantor Obligation, Obligation or assets of any other Subsidiary Loan Party shall be sold pursuant to any Security Document to satisfy any Obligation (other, in each case, than an Obligation for the incurrence of which such other Subsidiary Loan Obligation owed to any Secured Party received fair and adequate consideration) and such other Subsidiary Loan Party (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.01 hereof5.01, 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 such the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Subsidiary Loan Parties on the date hereof (or, in the case of any Subsidiary Loan Party becoming a party hereto pursuant to Section 7.16 hereof6.14, the date of the supplement hereto executed and delivered by such Subsidiary 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 5.01 to the extent of such payment.

Contribution and Subrogation. Each Subsidiary Loan Party (a “"Contributing Party”") agrees (subject to Section 6.03 hereof6.03) that, in the event a payment shall be made by any other Subsidiary Loan Party hereunder in respect of any Guarantor Obligation, Obligation or assets of any other Subsidiary Loan Party shall be sold pursuant to any Security Document to satisfy any Loan Obligation owed to any Secured Party and such other Subsidiary Loan Party (the “"Claiming Party”") shall not have been fully indemnified by the Borrower as provided in Section 6.01 hereof6.01, 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 such the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Subsidiary Parties on the date hereof (or, in the case of any Subsidiary Loan Party becoming a party hereto pursuant to Section 7.16 hereof7.14, the date of the supplement hereto executed and delivered by such Subsidiary 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 Subsidiary Loan Party Guarantor (a “Contributing Party”) agrees (subject to Section 6.03 hereof6.03) that, in the event a payment shall be made by any other Subsidiary Loan Party Guarantor hereunder in respect of any Guarantor Obligation, Secured Obligation or assets of any other Subsidiary Loan Party Guarantor shall be sold pursuant to any Security Document to satisfy any Loan Secured Obligation owed to any Secured Party and such other Subsidiary Loan Party Guarantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.01 hereof6.01, 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 such the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties Guarantors on the date hereof (or, in the case of any Subsidiary Loan Party Guarantor becoming a party hereto pursuant to Section 7.16 hereof7.13, the date of the supplement hereto executed and delivered by such Subsidiary Loan PartyGuarantor). 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 Loan Party Guarantor (a “Contributing Contrib- uting Party”) agrees (subject to Section 6.03 hereof3.03) that, in the event a payment shall be made by any other Subsidiary Loan Party Guarantor hereunder in respect of any Guarantor Obligation, Secured Obligations or assets of any other Subsidiary Loan Party Guarantor (other than the Borrower) shall be sold pursuant to any Security Document to satisfy any Loan Secured Obligation owed to any Secured Party and such other Subsidiary Loan Party Guarantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.01 hereof3.01, 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 such 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 Contributing Parties Guarantors on the date hereof (or, in the case of any Subsidiary Loan Party Guarantor becoming a party hereto pursuant to Section 7.16 hereof5.13, the date of the supplement hereto executed and delivered by such Subsidiary Loan Partyother 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 3.01 to the extent of such payment.

Contribution and Subrogation. Each Subsidiary Loan Party Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 6.03 hereof6.03) that, in the event a payment shall be made by any other Subsidiary Loan Party Guarantor hereunder in respect of any Guarantor Obligation, Obligation or assets of any other Subsidiary Loan Party Grantor shall be sold pursuant to any Security Document to satisfy any Loan Obligation owed Owed to any Secured Party and such other Subsidiary Loan Party Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in in Section 6.01 hereof, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties Guarantors and Grantors on the date hereof (or, in the case of any Subsidiary Loan Party Guarantor or Grantor becoming a party hereto pursuant to Section 7.16 hereof7.14, the date of the supplement hereto executed and delivered by such Subsidiary Loan PartyGuarantor 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 Subsidiary Loan Party Guarantor (a “Contributing Party”) agrees (subject to Section 6.03 hereof3.03) that, in the event a payment shall be made by any other Subsidiary Loan Party Guarantor hereunder in respect of any Guarantor Obligation, Secured Obligations or assets of any other Subsidiary Loan Party Guarantor (other than the Borrower) shall be sold pursuant to any Security Document to satisfy any Loan Secured Obligation owed to any Secured Party and such other Subsidiary Loan Party Guarantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.01 hereof3.01, 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 such 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 Contributing Parties Guarantors on the date hereof Effective Date (or, in the case of any Subsidiary Loan Party Guarantor becoming a party hereto pursuant to Section 7.16 hereof5.13, the date of the supplement hereto executed and delivered by such Subsidiary Loan Partyother 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 3.01 to the extent of such payment.

Contribution and Subrogation. Each Subsidiary Loan Party Guarantor (a “Contributing Party”) agrees (subject to Section 6.03 hereof3.03) that, in the event a payment shall be made by any other Subsidiary Loan Party Guarantor hereunder in respect of any Guarantor Obligation, Secured Obligations or assets of any other Subsidiary Loan Party Guarantor (other than the Borrower) shall be sold pursuant to any Security Document to satisfy any Loan Guaranteed Obligation owed to any Secured Guaranteed Party and such other Subsidiary Loan Party Guarantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.01 hereof3.01, 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 such 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 Contributing Parties Guarantors on the date hereof (or, in the case of any Subsidiary Loan Party Guarantor becoming a party hereto pursuant to Section 7.16 hereof5.13, the date of the supplement hereto executed and delivered by such Subsidiary Loan Partyother 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 3.01 to the extent of such payment.

Contribution and Subrogation. Each Subsidiary Loan Party Guarantor (a “Contributing Party”) agrees (subject to Section 6.03 hereof3.03) that, in the event a payment shall be made by any other Subsidiary Loan Party Guarantor hereunder in respect of any Guarantor Obligation, Loan Document Obligations or assets of any other Subsidiary Loan Party 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 Loan Party Guarantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.01 hereof3.01, 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 such the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties Subsidiary Guarantors on the date hereof (or, in the case of any Subsidiary Loan Party Guarantor becoming a party hereto pursuant to Section 7.16 hereof5.13, the date of the supplement Supplement hereto executed and delivered by such Subsidiary Loan PartyGuarantor). 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 3.01 to the extent of such payment.

Contribution and Subrogation. Each Subsidiary Loan Party (a “Contributing Party”) agrees (subject to Section 6.03 hereof6.03) that, in the event a payment shall be made by any other Subsidiary Loan Party hereunder in respect of any Guarantor Obligation, Obligation guaranteed by the Contributing Party or assets of any other Subsidiary Loan Party shall be sold pursuant to any Security Document to satisfy any Loan Obligation owed to any Secured guaranteed by the Contributing Party and such other Subsidiary Loan Party (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.01 hereof6.01, 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 such the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Subsidiary Parties that have guaranteed the applicable Obligation on the date hereof (or, in the case of any Subsidiary Loan Party becoming a party hereto pursuant to Section 7.16 hereof7.14, the date of the supplement hereto executed and delivered by such Subsidiary 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 Subsidiary Loan Party (a “"Contributing Party”") agrees (subject to Section 6.03 hereof6.03) that, in the event a payment shall be made by any other Subsidiary Loan Party hereunder in respect of any Guarantor Obligation, Obligation or assets of any other Subsidiary Loan Party shall be sold pursuant to any Security Document to satisfy any Loan Obligation owed to any Secured Party and such other Subsidiary Loan Party (the “"Claiming Party”") shall not have been fully indemnified by the Borrower and Holdings as provided in Section 6.01 hereof6.01, 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 such the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Subsidiary Loan Parties on the date hereof (or, in the case of any Subsidiary Loan Party becoming a party hereto pursuant to Section 7.16 hereof7.14, the date of the supplement hereto executed and delivered by such Subsidiary 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 Subsidiary Loan Party (a “"Contributing Party”") agrees (subject to Section 6.03 hereof7.03) that, in the event a payment shall be made by any other Subsidiary Loan Party hereunder in respect of any Guarantor Obligation, Obligation or assets of any other Subsidiary Loan Party shall be sold pursuant to any Security Document to satisfy any Loan Obligation owed to any Secured Party and such other Subsidiary Loan Party (the “"Claiming Party”") shall not have been fully indemnified by the Borrower as provided in Section 6.01 hereof7.01, 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 such the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties Subsidiary Party on the date hereof (or, in the case of any Subsidiary Loan Party becoming a party hereto pursuant to Section 7.16 hereof8.14, the date of the supplement hereto executed and delivered by such Subsidiary Loan 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 7.01 to the extent of such payment.

Contribution and Subrogation. Each Subsidiary Loan Party (a “Contributing Party”) agrees (subject to Section 6.03 hereof5.03) that, in the event a payment shall be made by any other Subsidiary Loan Party hereunder in respect of any Guarantor Obligation, Canadian Obligation guaranteed by the Contributing Party or assets of any other Subsidiary Loan Party shall be sold pursuant to any Security Document to satisfy any Loan Canadian Obligation owed to any Secured guaranteed by the Contributing Party and such other Subsidiary Loan Party (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.01 hereof5.01, 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 such the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Subsidiary Parties that have guaranteed the Canadian Obligation on the date hereof (or, in the case of any Subsidiary Loan Party becoming a party hereto pursuant to Section 7.16 hereof6.15, the date of the supplement hereto executed and delivered by such Subsidiary 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 5.01 to the extent of such payment.

Contribution and Subrogation. Each Subsidiary Loan Party (a “Contributing Party”) agrees (subject to Section 6.03 hereof6.03) that, in the event a payment shall be made by any other Subsidiary Loan Party hereunder in respect of any Guarantor Obligation, Obligation or assets of any other Subsidiary Loan Party shall be sold pursuant to any Security Document Document, including the Shared Collateral Agreement, to satisfy any Loan Obligation owed to any Secured Party and such other Subsidiary Loan Party (the “Claiming Party”) shall not have been fully indemnified by the Borrower and Holdings as provided in Section 6.01 hereof6.01, 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 such the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Subsidiary Loan Parties on the date hereof (or, in the case of any Subsidiary Loan Party becoming a party hereto pursuant to Section 7.16 hereof7.14, the date of the supplement hereto executed and delivered by such Subsidiary 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 Subsidiary Loan Party (a “Contributing Party”) agrees (subject to Section 6.03 hereof6.03) that, in the event a payment shall be made by any other Subsidiary Loan Party hereunder in respect of any Guarantor Obligation, Obligation or assets of any other Subsidiary Loan Party shall be sold pursuant to any Security Document to satisfy any Loan Obligation owed to any Secured Party and such other Subsidiary Loan Party (the “Claiming Party”) shall not have been fully indemnified by the Borrower and Holdings as provided in Section 6.01 hereof6.01, 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 such the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Subsidiary Loan Parties on the date hereof (or, in the case of any Subsidiary Loan Party becoming a party hereto pursuant to Section 7.16 hereof7.14, the date of the supplement hereto executed and delivered by such Subsidiary 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 Subsidiary Loan Party Guarantor (a “Contributing Party”) agrees (subject to Section 6.03 hereof3.03) that, in the event a payment shall be made by any other Subsidiary Loan Party Guarantor hereunder in respect of any Guarantor Obligation, Obligations or assets of any other Subsidiary Loan Party Guarantor (other than the Borrower) shall be sold pursuant to any ABL Security Document to satisfy any Loan Secured Obligation owed to any Secured Party and such other Subsidiary Loan Party Guarantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.01 hereof3.01, 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 such 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 Contributing Parties Guarantors on the date hereof (or, in the case of any Subsidiary Loan Party Guarantor becoming a party hereto pursuant to Section 7.16 hereof5.13, the date of the supplement hereto executed and delivered by such Subsidiary Loan Partyother 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 3.01 to the extent of such payment.

Contribution and Subrogation. Each Subsidiary Loan Party (a “Contributing Party”) agrees (subject to Section 6.03 hereof5.03) that, in the event a payment shall be made by any other Subsidiary Loan Party hereunder in respect of any Guarantor Obligation, Obligation or assets of any other Subsidiary Loan Party shall be sold pursuant to any Security Document to satisfy any Obligation (other, in each case, than an Obligation for the incurrence of which such other Subsidiary Loan Obligation owed to any Secured Party received fair and adequate consideration) and such other Subsidiary Loan Party (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.01 hereof5.01, 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 such the Contributing Party on the date hereof and the denominator shall be Table of Contents the aggregate net worth of all the Contributing Subsidiary Loan Parties on the date hereof (or, in the case of any Subsidiary Loan Party becoming a party hereto pursuant to Section 7.16 hereof6.14, the date of the supplement hereto executed and delivered by such Subsidiary 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 5.01 to the extent of such payment.

Contribution and Subrogation. Each Subsidiary Loan Party Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 6.03 hereof6.03) that, in the event a payment shall be made by any other Subsidiary Loan Party Guarantor hereunder in respect of any Guarantor Obligation, Note Obligation or assets of any other Subsidiary Loan Party Grantor shall be sold pursuant to any Security Collateral Document to satisfy any Loan Note Obligation owed to any Secured Party and such other Subsidiary Loan Party Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower Holdings as provided in Section 6.01 hereof6.01, 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 applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties Guarantors and Grantors on the date hereof (or, in the case of any Subsidiary Loan Party Guarantor or Grantor becoming a party hereto pursuant to Section 7.16 hereof8.06, the date of the supplement hereto executed and delivered by such Subsidiary Loan PartyGuarantor 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 Subsidiary Loan Party Guarantor and Grantor (a “"Contributing Party”") agrees (subject to Section 6.03 hereof6.03) that, in the event a payment shall be made by any other Subsidiary Loan Party Guarantor hereunder in respect of any Guarantor Obligation, Obligation or assets of any other Subsidiary Loan Party Grantor shall be sold pursuant to any Security Document to satisfy any Loan Obligation owed to any Secured Party and such other Subsidiary Loan Party Guarantor or Grantor (the “"Claiming Party”") shall not have been fully indemnified by the Borrower as provided in Section 6.01 hereof6.01, 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 applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties Guarantors and Grantors on the date hereof (or, in the case of any Subsidiary Loan Party Guarantor or Grantor becoming a party hereto pursuant to Section 7.16 hereof7.14, the date of the supplement hereto executed and delivered by such Subsidiary Loan PartyGuarantor 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 Subsidiary Loan Party Guarantor (a “"Contributing Party”") agrees (subject to Section 6.03 hereof6.03) that, in the event a payment shall be made by any other Subsidiary Loan Party Guarantor hereunder in respect of any Guarantor Obligation, Obligation or assets of any other Subsidiary Loan Party Guarantor shall be sold pursuant to any Security Document to satisfy any Loan Obligation owed to any Secured Party and such other Subsidiary Loan Party Guarantor (the “"Claiming Party”") shall not have been fully indemnified by the Borrower as provided in Section 6.01 hereof6.01, 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 such the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties Guarantors on the date hereof (or, in the case of any Subsidiary Loan Party Guarantor becoming a party hereto pursuant to Section 7.16 hereof7.14, the date of the supplement hereto executed and delivered by such Subsidiary Loan PartyGuarantor). 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 Loan Party Guarantor (a “Contributing Party”) agrees (subject to Section 6.03 hereofSections 2.07 and 3.03) that, in the event a payment shall be made by any other Subsidiary Loan Party Guarantor hereunder in respect of any Guarantor Obligation, Obligations or assets of any other Subsidiary Loan Party Guarantor shall be sold pursuant to any Security Document to satisfy any Loan Obligation Obligations owed to any Secured Guaranteed Party and such other Subsidiary Loan Party Guarantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.01 hereof3.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assetspayment, as applicablethe case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such 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 Contributing Parties Guarantors on the date hereof (or, in the case of any Subsidiary Loan Party becoming a party hereto pursuant to Section 7.16 hereofsuch Guarantor, the date of the supplement hereto executed and delivered by such Subsidiary Loan Partyother 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 3.01 to the extent of such payment.

Contribution and Subrogation. Each Subsidiary Loan Party (a “Contributing Party”) agrees (subject to Section 6.03 hereof6.03) that, in the event a payment shall be made by any other Subsidiary Loan Party hereunder in respect of any Guarantor Obligation, Obligation or assets of any other Subsidiary Loan Party shall be sold pursuant to any Security Collateral Document to satisfy any Loan Obligation owed to any Secured Party and such other Subsidiary Loan Party (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.01 hereof6.01, 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 such the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Subsidiary Parties on the date hereof (or, in the case of any Subsidiary Loan Party becoming a party hereto pursuant to Section 7.16 hereof7.14, the date of the supplement hereto executed and delivered by such Subsidiary 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 Subsidiary Loan Party (a “Contributing Party”) agrees (subject to Section 6.03 hereof6.03) that, in the event a payment shall be made by any other Subsidiary Loan Party hereunder in respect of any Guarantor Obligation, Obligation or assets of any other Subsidiary Loan Party shall be sold pursuant to any Security Document to satisfy any Obligation (other, in each case, than an Obligation for the incurrence of which such other Subsidiary Loan Obligation owed to any Secured Party received fair and adequate consideration) and such other Subsidiary Loan Party (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.01 hereof6.01, 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 such the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Subsidiary Loan Parties on the date hereof (or, in the case of any Subsidiary Loan Party becoming a party hereto pursuant to Section 7.16 hereof7.14, the date of the supplement hereto executed and delivered by such Subsidiary 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 Subsidiary Loan Party Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 6.03 hereof6.03) that, in the event a payment shall be made by any other Subsidiary Loan Party Guarantor hereunder in respect of any Guarantor Obligation, Obligation or assets of any other Subsidiary Loan Party Grantor shall be sold pursuant to any Security Document to satisfy any Loan Obligation owed to any Secured Party and such other Subsidiary Loan Party Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.01 hereof6.01, 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 applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties Guarantors and Grantors on the date hereof (or, in the case of any Subsidiary Loan Party Guarantor or Grantor becoming a party hereto pursuant to Section 7.16 hereof7.15, the date of the supplement hereto executed and delivered by such Subsidiary Loan PartyGuarantor 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.