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) that, in the event a payment shall be made by any other Subsidiary Loan Party hereunder in respect of any Secured Obligation or assets of any other Subsidiary Loan Party shall be sold pursuant to any Loan Document to satisfy any Secured Obligation and such other 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 the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary 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 7.13, 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 (a “Contributing Party”) agrees (subject to Section 6.036.03 hereof) that, in the event a payment shall be made by any other Subsidiary Loan Party hereunder in respect of any Secured Obligation Guarantor Obligation, or assets of any other Subsidiary Loan Party shall be sold pursuant to any Loan Security Document to satisfy any Loan Obligation owed to any Secured Obligation Party and such other Subsidiary Loan Party (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.016.01 hereof, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may beapplicable, in each case multiplied by a fraction of which the numerator shall be the net worth of the such Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Loan Contributing 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 7.137.16 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 under Section 6.01 to the extent of such payment.

Contribution and Subrogation. Each Subsidiary Loan Party Grantor other than with respect to First Lien Obligations for which such Grantor is primarily liable as a Borrower (a “Contributing Party”) agrees (subject to Section 6.035.03) that, in the event a payment shall be made by any other Subsidiary Loan Party hereunder in respect of any Secured Obligation or assets of any other Subsidiary Loan Party Grantor other than such Borrower shall be sold pursuant to any Loan Collateral Document to satisfy any First Lien Obligation of such Borrower owed to any First Lien Secured Obligation Party and such other Subsidiary Loan Party Grantor (the “Claiming Party”) shall not have been fully indemnified by the such 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 the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof Closing Date and the denominator shall be the aggregate net worth of all the Subsidiary Loan Contributing Parties together with the net worth of the Claiming Party on the date hereof Closing Date (or, in the case of any Subsidiary Loan Party or Subsidiary Loan Party Grantor becoming a party to the Original Security Agreement or hereto pursuant to Section 7.136.14 thereof or hereof, 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 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 6.033.03) that, in the event a payment shall be made by any other Subsidiary Loan Party Guarantor hereunder in respect of any Secured Obligation Guaranteed Obligations or assets of any other Subsidiary Loan Party Guarantor shall be sold pursuant to any Loan Document to satisfy any Secured Guaranteed Obligation 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 6.013.01, 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 market value of such assets, as the case may be, 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 Subsidiary Loan Contributing Parties on the date hereof (or, in the case of any Subsidiary Loan Party or Subsidiary Loan Contributing Party becoming a party hereto pursuant to Section 7.135.12, 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 6.01 3.01 to the extent of such payment.

Contribution and Subrogation. Each US Borrower Subsidiary Loan Party (a “Contributing Party”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other US Borrower Subsidiary Loan Party hereunder in respect of any Secured Obligation or assets of any other US Borrower Subsidiary Loan Party shall be sold pursuant to any Loan Security Document to satisfy any Obligation owed to any Secured Obligation Party and such other US Borrower Subsidiary Loan Party (the “Claiming Party”) shall not have been fully indemnified by 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 the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the US Borrower Subsidiary Loan Parties on the date hereof (or, in the case of any US Borrower Subsidiary Loan Party or Subsidiary Loan Party becoming a party hereto pursuant to Section 7.137.14, the date of the supplement Guarantee and Collateral Agreement Supplement hereto executed and delivered by such US Borrower 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) that, in the event a payment shall be made by any other Subsidiary Loan Party Guarantor hereunder in respect of any Secured Obligation or assets of any other Subsidiary Loan Party Guarantor shall be sold pursuant to any Loan Security Document to satisfy any Obligation owed to any Secured Obligation Party and such other Subsidiary Loan Party Guarantor (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 the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Loan Parties Guarantors on the date hereof (or, in the case of any Subsidiary Loan Party or Subsidiary Loan Party Guarantor becoming a party hereto pursuant to Section 7.137.14, 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 Grantor (a “Contributing Party”) agrees (subject to Section 6.035.03) that, in the event a payment shall be made by any other Subsidiary Loan Party hereunder in respect of any Secured Obligation or assets of any other Subsidiary Loan Party Grantor shall be sold pursuant to any Loan Second Lien Document to satisfy any Second Lien Obligation owed to any Second Lien Secured Obligation 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 6.015.01, 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 the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Loan Contributing Parties together with the net worth of the Claiming Party on the date hereof (or, in the case of any Subsidiary Loan Party or Subsidiary Loan Party Grantor becoming a party hereto pursuant to Section 7.136.14, 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 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 6.033.03) that, in the event a payment shall be made by any other Subsidiary Loan Party Guarantor hereunder in respect of any Secured Obligation Loan Document Obligations or assets of any other Subsidiary Loan Party Guarantor, shall be sold pursuant to any Loan Document to satisfy any Secured Loan Document Obligation and such other Subsidiary Loan Party Guarantor (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 the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Loan Parties Guarantors on the date hereof (or, in the case of any Subsidiary Loan Party or Subsidiary Loan Party Guarantor becoming a party hereto pursuant to Section 7.135.13, 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 6.01 3.01 to the extent of such payment.

Contribution and Subrogation. Each Subsidiary Loan Party (a “Contributing Party”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Subsidiary Loan Party hereunder in respect of any Secured Obligation or assets of any other Subsidiary Loan Party shall be sold pursuant to any Loan Security Document to satisfy any Secured Obligation (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 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 the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary 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 7.137.14, 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) that, in the event a payment shall be made by any other Subsidiary Loan Party hereunder in respect of any Secured Obligation or assets of any other Subsidiary Loan Party shall be sold pursuant to any Loan Security Document to satisfy any Obligation owed to any Secured Obligation 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, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary 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 7.137.14, 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 6.035.03) that, in the event a payment shall be made by any other Subsidiary Loan Party hereunder in respect of any Secured Canadian Obligation guaranteed by the Contributing Party or assets of any other Subsidiary Loan Party shall be sold pursuant to any Loan Security Document to satisfy any Secured Canadian Obligation 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 6.015.01, 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 the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Loan Parties that have guaranteed the Canadian Obligation on the date hereof (or, in the case of any Subsidiary Loan Party or Subsidiary Loan Party becoming a party hereto pursuant to Section 7.136.15, 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 6.01 5.01 to the extent of such payment.

Contribution and Subrogation. Each Subsidiary Loan Party (a “Contributing Party”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Subsidiary Loan Party hereunder in respect of any Secured Obligation or assets of any other Subsidiary Loan Party shall be sold pursuant to any Loan Document Security Document, including the Shared Collateral Agreement, to satisfy any Obligation owed to any Secured Obligation 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, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary 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 7.137.14, 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 6.035.03) that, in the event a payment shall be made by any other Subsidiary Loan Party hereunder in respect of any Secured Obligation or assets of any other Subsidiary Loan Party shall be sold pursuant to any Loan Security Document to satisfy any Secured Obligation (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 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 the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary 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 7.136.14, 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 6.01 5.01 to the extent of such payment.

Contribution and Subrogation. Each Subsidiary Loan Party (a “Contributing Party”) agrees (subject to Section 6.0313(c)) that, in the event a payment shall be made by any other Subsidiary Loan Party Guarantor hereunder in respect of any Secured Obligation or assets of any other Subsidiary Loan Party Grantor (other than Holdings or the Borrower) shall be sold pursuant to any Loan Security Document to satisfy any Secured Obligation and such other Subsidiary Loan Party Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower or Holdings as provided in Section 6.0113(a), the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assetsassets (the “Indemnified Amount”), as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Loan Parties Guarantors and Grantors on the date hereof (or, in the case of any Subsidiary Loan Party Guarantor or Subsidiary Loan Party Grantor becoming a party hereto pursuant to Section 7.1322, 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 13(b) shall (subject to Section 13(c)) 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 6.037.03) that, in the event a payment shall be made by any other Subsidiary Loan Party Guarantor hereunder in respect of any Secured Obligation or assets of any other Subsidiary Loan Party Grantor (other than Xxxxxx USA or a Borrower) shall be sold pursuant to any Loan Security Document to satisfy any Secured Obligation and such other Subsidiary Loan Party Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the applicable Borrower or Borrowers 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 the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Loan Parties Guarantors and Grantors on the date hereof (or, in the case of any Subsidiary Loan Party Guarantor or Subsidiary Loan Party Grantor becoming a party hereto pursuant to Section 7.138.13, 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 7.02 shall (subject to Section 7.03) be subrogated to the rights of such Claiming Party under Section 6.01 7.01 to the extent of such payment.

Contribution and Subrogation. Each Subsidiary Loan Party Guarantor (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 Subsidiary Loan Party Guarantor hereunder in respect of any Secured Obligation Obligations or assets of any other Subsidiary Loan Party Guarantor (other than the Borrower) shall be sold pursuant to any Loan Security Document to satisfy any Secured Obligation owed to any 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 6.013.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 5.13, the date of the Supplement executed and delivered by such Guarantor) and the denominator shall be the aggregate net worth of all the Subsidiary Loan Parties Guarantors on the date hereof (or, in the case of any Subsidiary Loan Party or Subsidiary Loan Party becoming a party hereto pursuant to Section 7.13such 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 6.01 3.01 to the extent of such payment.

Contribution and Subrogation. Each Subsidiary Loan Party (a “Contributing Party”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Subsidiary Loan Party hereunder in respect of any Secured Obligation guaranteed by the Contributing Party or assets of any other Subsidiary Loan Party shall be sold pursuant to any Loan Security Document to satisfy any Secured Obligation 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, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Loan Parties that have guaranteed the applicable Obligation on the date hereof (or, in the case of any Subsidiary Loan Party or Subsidiary Loan Party becoming a party hereto pursuant to Section 7.137.14, 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) that, in the event a payment shall be made by any other Subsidiary Loan Party Guarantor hereunder in respect of any Canadian Secured Obligation or assets of any other Subsidiary Loan Party Grantor (other than any Canadian Borrower) shall be sold pursuant to any Loan Security Document to satisfy any Canadian Secured 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 each Canadian 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 the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Loan Parties Guarantors and Grantors on the date hereof (or, in the case of any Subsidiary Loan Party Guarantor or Subsidiary Loan Party Grantor becoming a party hereto pursuant to Section 7.137.14, 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 6.035.03) that, in the event a payment shall be made by any other Subsidiary Loan Party hereunder in respect of any Secured Obligation or assets of any other Subsidiary Loan Party shall be sold pursuant to any Loan Security Document to satisfy any Secured Obligation (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 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 the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be Table of Contents the aggregate net worth of all the 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 7.136.14, 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 6.01 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) that, in the event a payment shall be made by any other Subsidiary Loan Party Guarantor hereunder in respect of any Secured Obligation or assets of any other Subsidiary Loan Party Grantor shall be sold pursuant to any Loan Security Document to satisfy any Obligation or Senior Note Obligation owed to any Secured Obligation Party and such other Subsidiary Loan Party Guarantor or Grantor (the “"Claiming Party”") shall not have been fully indemnified by the applicable Borrower or 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 the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Loan Parties Guarantors and Grantors on the date hereof (or, in the case of any Subsidiary Loan Party Guarantor or Subsidiary Loan Party Grantor becoming a party hereto pursuant to Section 7.137.16, 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) that, in the event a payment shall be made by any other Subsidiary Loan Party hereunder in respect of any Secured Obligation or assets of any other Subsidiary Loan Party shall be sold pursuant to any Loan Security Document to satisfy any Obligation owed to any Secured Obligation 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, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary 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 7.137.14, 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) that, in the event a payment shall be made by any other Subsidiary Loan Party hereunder in respect of any Secured Obligation or assets of any other Subsidiary Loan Party shall be sold pursuant to any Loan Security Document to satisfy any Secured Obligation (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 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 the case may bemaybe, 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 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 7.137.14, 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.