Common use of Contribution and Subrogation Clause in Contracts

Contribution and Subrogation. In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event a payment shall be made on any date under this Agreement by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 3.1 shall be subrogated to the rights of such Funding Guarantor to the extent of such payment. No Guarantor shall have any right of subrogation, reimbursement, contribution or indemnity (including any statutory rights of subrogation under Section 509 of the Bankruptcy Code, 11 U.S.C. § 509) nor any right of recourse to security for the Obligations unless and until 91 days shall have elapsed after the date on which the Obligations have been repaid in full in cash, all Commitments have been terminated, and all Letter of Credit Obligations shall have been paid in full in cash or terminated, in each case without the filing or commencement, by or against the Borrower, of any provincial, state or federal action, suit, petition or proceeding seeking any reorganization, liquidation or other relief or arrangement in respect of creditors of, or the appointment of a receiver, liquidator, trustee or conservator in respect to, the Borrower or its assets. This waiver is expressly intended to prevent the existence of any claim in respect to such subrogation, reimbursement, contribution or indemnity by the Guarantors against the estate of the Borrower within the meaning of Section 101 of the Bankruptcy Code, in the event of a subsequent case involving the Borrower. If an amount shall be paid to any Guarantor on account of such rights at any time prior to termination of this Agreement, such amount shall be held in trust for the benefit of the Agent and the Beneficiaries and shall forthwith be paid to the Agent, to be credited and applied to the Obligations, whether matured or unmatured, in accordance with the terms of the Credit Documents or otherwise as the Agent may elect. The agreements in this Section 3.1 shall survive repayment of all of the Obligations and the termination or expiration of this Agreement in any manner.

Contribution and Subrogation. In order addition to provide for just all rights of indemnity and equitable contribution among the Guarantorssubrogation a Guarantor may have under applicable law (but subject to Section 4.3), the Guarantors agree Borrower agrees that (a) in the event a payment shall be made on any date under this Agreement by any Guarantor hereunder, the Borrower shall indemnify such Guarantor for the full amount of such payment, and such Guarantor shall be subrogated to the rights of the Person to whom such payments shall have been made to the extent of such payment, and (b) in the “Funding Guarantor”)event that any assets of any Guarantor shall be sold pursuant to any Loan Document to satisfy any claim of any Guaranteed Party, each other the Borrower shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold. Each Guarantor (each a “Contributing Guarantor”) agrees (subject to this paragraph) that, in the event a payment shall be made by any other Guarantor hereunder or assets of any other Guarantor shall be sold pursuant to any Loan Document to satisfy a claim of any Guaranteed Party and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in this paragraph, the Contributing Guarantor shall indemnify the Funding Claiming Guarantor in an amount equal to the amount of such paymentpayment 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 of which shall be the net worth of the Contributing Guarantor as of such on the date hereof and the denominator of which shall be the aggregate net worth of all Guarantors on the Contributing Guarantors together with on the net worth of the Funding Guarantor as of such datedate hereof. Any Contributing Guarantor making any payment to a Funding Claiming Guarantor pursuant to this Section 3.1 paragraph shall be subrogated to the rights of such Funding Claiming Guarantor under this paragraph to the extent of such payment. No Guarantor shall have Notwithstanding any right provision of subrogationthis paragraph to the contrary, reimbursementall rights of its Guarantors under this paragraph and all other rights of indemnity, contribution or indemnity (including any statutory rights of subrogation under applicable law or otherwise shall be fully subordinated as provided in Section 509 4.3. No failure on the part of the Bankruptcy Code, 11 U.S.C. § 509) nor any right of recourse to security for the Obligations unless and until 91 days shall have elapsed after the date on which the Obligations have been repaid in full in cash, all Commitments have been terminated, and all Letter of Credit Obligations shall have been paid in full in cash or terminated, in each case without the filing or commencement, by or against the Borrower, of any provincial, state or federal action, suit, petition or proceeding seeking any reorganization, liquidation or other relief or arrangement in respect of creditors of, or the appointment of a receiver, liquidator, trustee or conservator in respect to, the Borrower or its assets. This waiver is expressly intended any Guarantor to prevent make the existence payments required by this Section (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any claim in Guarantor with respect to such subrogationits obligations under this paragraph, reimbursement, contribution or indemnity by and each Guarantor shall remain liable for the Guarantors against the estate full amount of the Borrower within the meaning of Section 101 of the Bankruptcy Code, in the event of a subsequent case involving the Borrower. If an amount shall be paid to any Guarantor on account obligations of such rights at any time prior to termination of Guarantor under this Agreement, such amount shall be held in trust for the benefit of the Agent and the Beneficiaries and shall forthwith be paid to the Agent, to be credited and applied to the Obligations, whether matured or unmatured, in accordance with the terms of the Credit Documents or otherwise as the Agent may elect. The agreements in this Section 3.1 shall survive repayment of all of the Obligations and the termination or expiration of this Agreement in any mannerparagraph.

Contribution and Subrogation. In order (i) Each US Obligations Guarantor (a “US Contributing Guarantor”) agrees (subject to provide for just and equitable contribution among the GuarantorsSection 14) that, the Guarantors agree that in the event a payment shall be made on any date under this Agreement by any other US Obligations Guarantor hereunder in respect of any US Obligation, or assets of any other US Obligations Guarantor shall be sold, foreclosed or otherwise realized upon pursuant to any Security Document to satisfy any US Obligation owed to any Secured Party, and such other US Obligations Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing US Claiming Guarantor”) shall not have been fully indemnified by the US Borrower as provided in Section 12, the US Contributing Guarantor shall indemnify the Funding US Claiming Guarantor in an amount equal to (A) the amount of such paymentpayment or (B) the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator of which shall be the net worth of the US Contributing Guarantor (as of determined immediately prior to such date payment or sale) and the denominator of which shall be the aggregate net worth of all the US Obligations Guarantors (as determined immediately prior to such payment or sale) and (ii) each Canadian Obligations Guarantor (a “Canadian Contributing Guarantors Guarantor” and, together with a US Contributing Guarantor, each a “Contributing Guarantor”) agrees (subject to Section 14) that, in the event a payment shall be made by any other Canadian Obligations Guarantor hereunder in respect of any Canadian Obligation, or assets of any other Canadian Obligations Guarantor shall be sold, foreclosed or otherwise realized upon pursuant to any Security Document to satisfy any Canadian Obligation owed to any Secured Party, and such other Canadian Obligations Guarantor (the “Canadian Claiming Guarantor” and, together with a US Claiming Guarantor, each a “Claiming Guarantor”) shall not have been fully indemnified by the Canadian Borrower as provided in Section 12, the Canadian Contributing Guarantor shall indemnify the Canadian Claiming Guarantor in an amount equal to (A) the amount of such payment or (B) 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 Funding Canadian Contributing Guarantor (as determined immediately prior to such payment or sale) and the denominator shall be the aggregate net worth of all the Canadian Obligations Guarantors (as determined immediately prior to such datepayment or sale). Any Contributing Guarantor making any payment to a Funding Claiming Guarantor pursuant to this Section 3.1 13 shall be subrogated to the rights of such Funding Claiming Guarantor under Section 12 to the extent of such payment. No Guarantor shall have any right of subrogation, reimbursement, contribution or indemnity (including any statutory rights of subrogation under Section 509 of the Bankruptcy Code, 11 U.S.C. § 509) nor any right of recourse to security for the Obligations unless and until 91 days shall have elapsed after the date on which the Obligations have been repaid in full in cash, all Commitments have been terminated, and all Letter of Credit Obligations shall have been paid in full in cash or terminated, in each case without the filing or commencement, by or against the Borrower, of any provincial, state or federal action, suit, petition or proceeding seeking any reorganization, liquidation or other relief or arrangement in respect of creditors of, or the appointment of a receiver, liquidator, trustee or conservator in respect to, the Borrower or its assets. This waiver is expressly intended to prevent the existence of any claim in respect to such subrogation, reimbursement, contribution or indemnity by the Guarantors against the estate of the Borrower within the meaning of Section 101 of the Bankruptcy Code, in the event of a subsequent case involving the Borrower. If an amount shall be paid to any Guarantor on account of such rights at any time prior to termination of this Agreement, such amount shall be held in trust for the benefit of the Agent and the Beneficiaries and shall forthwith be paid to the Agent, to be credited and applied to the Obligations, whether matured or unmatured, in accordance with the terms of the Credit Documents or otherwise as the Agent may elect. The agreements in this Section 3.1 shall survive repayment of all of the Obligations and the termination or expiration of this Agreement in any manner.

Contribution and Subrogation. In order Each Guarantor (a “Contributing Guarantor”) agrees (subject to provide for just and equitable contribution among the GuarantorsSection 8.3) that, the Guarantors agree that in the event a payment shall be made on any date under this Agreement by any other Guarantor hereunder in respect of any Obligation, or assets of any other Guarantor shall be sold pursuant to any Loan Document to satisfy any Obligation owed to any Secured Party, and such other Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Claiming Guarantor”) shall not have been fully indemnified by the relevant Borrower(s) as provided in Section 8.1, the Contributing Guarantor shall indemnify the Funding Claiming Guarantor in an amount equal to (i) the amount of such paymentpayment or (ii) the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator of which shall be the net worth of the Contributing Guarantor as of such on the date hereof and the denominator of which shall be the aggregate net worth of all the Contributing Guarantors together with on the net worth date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 9.14 hereof, the date of the Funding Guarantor as of supplement hereto executed and delivered by such dateGuarantor). Any Contributing Guarantor making any payment to a Funding Claiming Guarantor pursuant to this Section 3.1 8.2 shall be subrogated to the rights of such Funding Claiming Guarantor under Section 8.1 to the extent of such payment. No Notwithstanding the foregoing, to the extent that any claiming Party’s right to indemnification hereunder arises from a payment or sale of assets made to satisfy secured Obligations (i) of a U.S. Borrower, no Guarantor shall have any right of subrogation, reimbursement, contribution described in clause (d) or indemnity (including any statutory rights of subrogation under Section 509 f) of the Bankruptcy Code, 11 U.S.C. § 509) nor any right definition of recourse Excluded Subsidiary shall indemnify such claiming Party and no assets that constitute Excluded Assets described in clause (8) of such defined term shall be applied to security for the Obligations unless and until 91 days shall have elapsed after the date on which the Obligations have been repaid in full in cash, all Commitments have been terminatedsatisfy such indemnification claim, and all Letter of Credit (ii) constituting Swap Obligations, only those Contributing Guarantors for whom such Swap Obligations do not constitute Excluded Swap Obligations shall have been paid in full in cash or terminated, in each case without indemnify such claiming Party with the filing or commencement, by or against the Borrower, of any provincial, state or federal action, suit, petition or proceeding seeking any reorganization, liquidation or other relief or arrangement in respect of creditors of, or the appointment of a receiver, liquidator, trustee or conservator in respect to, the Borrower or its assets. This waiver is expressly intended to prevent the existence of any claim in respect to such subrogation, reimbursement, contribution or indemnity by the Guarantors against the estate of the Borrower within the meaning of Section 101 of the Bankruptcy Code, fraction set forth in the event of a subsequent case involving the Borrower. If an amount shall be paid to any Guarantor on account of such rights at any time prior to termination of this Agreement, such amount shall be held in trust for the benefit of the Agent and the Beneficiaries and shall forthwith be paid to the Agent, to be credited and applied to the Obligations, whether matured or unmatured, in accordance with the terms of the Credit Documents or otherwise as the Agent may elect. The agreements in this Section 3.1 shall survive repayment of all of the Obligations and the termination or expiration of this Agreement in any mannersecond preceding sentence.

Contribution and Subrogation. In order (a) Each Guarantor (a “Contributing Guarantor”) agrees (subject to provide for just and equitable contribution among the GuarantorsSection 2.03) that, the Guarantors agree that in the event a payment shall be made on any date under this Agreement by any other Guarantor (the “Funding Guarantor”)hereunder in respect of any Obligation, each or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured Party, and such other Guarantor (each a “Contributing Claiming Guarantor”) shall not have been fully indemnified by any Borrower as provided in Section 2.01, such Contributing Guarantor shall indemnify the Funding such Claiming Guarantor in an amount equal to (i) the amount of such paymentpayment or (ii) the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator of which shall be the net worth of the Contributing Guarantor (as of determined immediately prior to such date payment or sale) and the denominator of which shall be the aggregate net worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor (as of determined immediately prior to such datepayment or sale). Any Contributing Guarantor making any payment to a Funding Claiming Guarantor pursuant to this Section 3.1 2.02 shall be subrogated to the rights of such Funding Claiming Guarantor under Section 2.01 to the extent of such payment. No Guarantor shall have any right of subrogation, reimbursement, contribution or indemnity . (including any statutory rights of subrogation under Section 509 b) The obligations of the Bankruptcy CodeGuarantors under the Loan Documents, 11 U.S.C. § 509) nor any right of recourse to security including their liability for the Obligations unless and until 91 days shall have elapsed after the date on which the Obligations have been repaid in full in cash, all Commitments have been terminated, and all Letter of Credit Obligations shall have been paid in full in cash or terminated, in each case without the filing or commencement, by or against the Borrower, of any provincial, state or federal action, suit, petition or proceeding seeking any reorganization, liquidation or other relief or arrangement in respect of creditors of, or the appointment of a receiver, liquidator, trustee or conservator in respect to, the Borrower or its assets. This waiver is expressly intended to prevent the existence of any claim in respect to such subrogation, reimbursement, contribution or indemnity by the Guarantors against the estate of the Borrower within the meaning of Section 101 of the Bankruptcy Code, in the event of a subsequent case involving the Borrower. If an amount shall be paid to any Guarantor on account of such rights at any time prior to termination of this Agreement, such amount shall be held in trust for the benefit of the Agent and the Beneficiaries and shall forthwith be paid to the Agent, to be credited and applied to the Obligations, whether matured or unmatured, in accordance with the terms of the Credit Documents or otherwise as the Agent may elect. The agreements in this Section 3.1 shall survive repayment of all of the Obligations and the termination enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability or expiration sufficiency of any right of contribution or subrogation arising under this Agreement Article II. To the fullest extent permitted under applicable law, the invalidity, insufficiency, unenforceability or uncollectability of any such right shall not in any mannerrespect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Secured Party against any Guarantor or its property. The Secured Parties make no representations or warranties in respect of any such right and shall, to the fullest extent permitted under applicable law, have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right.

Contribution and Subrogation. In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree each Guarantor agrees that in the event a payment shall be made on any date under this Agreement Guaranty by any Guarantor (the “"Funding Guarantor”"), each other Guarantor (each a “"Contributing Guarantor”") shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 3.1 17 shall be subrogated to the rights of such Funding Guarantor to the extent of such payment. No Guarantor shall have any right of subrogation, reimbursement, contribution or indemnity (including any statutory rights of subrogation under Section 509 of the Bankruptcy Codeindemnity, 11 U.S.C. § 509) nor any right of recourse to security for the Obligations unless and until 91 93 days shall have elapsed after the date on which the Obligations have been repaid in full in cashfull, all Commitments have been terminated, and all Letter of Credit Obligations shall have been paid in full in cash or terminated, in each case without the filing or commencement, by or against the any Borrower, of any provincial, state or federal action, suit, petition or proceeding seeking any reorganization, liquidation or other relief or arrangement in respect of creditors of, or the appointment of a receiver, liquidator, trustee or conservator in respect to, the any Borrower or its assets. This waiver is expressly intended to prevent the existence of any claim in respect to such subrogation, reimbursement, contribution or indemnity by the Guarantors against the estate of the any Borrower within the meaning of Section 101 of the Bankruptcy Code, in the event of a subsequent case involving the a Borrower. If an amount shall be paid to any Guarantor on account of such rights at any time prior to termination of this AgreementGuaranty, such amount shall be held in trust for the benefit of the Administrative Agent and the Beneficiaries Banks and shall forthwith be paid to the Administrative Agent, to be credited and applied to the Obligations, whether matured or unmatured, in accordance with the terms of the Credit Loan Documents or otherwise as the Administrative Agent may elect. The agreements in this Section 3.1 17 shall survive repayment of all of the Obligations and the termination or expiration of this Agreement Guaranty in any manner.

Contribution and Subrogation. In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event At any time a payment shall be by any Subsidiary Party in respect of the Guaranteed Obligations is made on any date under this Agreement that shall not have been fully indemnified as provided in Section 3.01, the right of contribution of each Subsidiary Party against each other Subsidiary Party shall be determined as provided in the immediately succeeding sentence, with the right of contribution of each Subsidiary Party to be revised and restated as of each date on which an unreimbursed payment (a “Relevant Payment”) is made on the Guaranteed Obligations under this Agreement. At any time that a Relevant Payment is made by any Guarantor a Subsidiary Party that results in the aggregate payments made by such Subsidiary Party in respect of the Guaranteed Obligations to and including the date of the Relevant Payment exceeding such Subsidiary Party’s Contribution Percentage (as defined below) of the aggregate payments made by all Subsidiary Parties in respect of the Guaranteed Obligations to and including the date of the Relevant Payment (such excess, the “Funding GuarantorAggregate Excess Amount”), each such Subsidiary Party shall have a right of contribution against each other Guarantor Subsidiary Party who has made payments in respect of the Guaranteed Obligations to and including the date of the Relevant Payment in an aggregate amount less than such other Subsidiary Party’s Contribution Percentage of the aggregate payments made to and including the date of the Relevant Payment by all Subsidiary Parties in respect of the Guaranteed Obligations (each a the aggregate amount of such deficit, the “Contributing GuarantorAggregate Deficit Amount”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by (x) a fraction the numerator of which shall be is the net worth of the Contributing Guarantor as Aggregate Excess Amount of such date Subsidiary Party and the denominator of which shall be is the aggregate net worth Aggregate Excess Amount of all Subsidiary Parties multiplied by (y) the Contributing Guarantors together with the net worth of the Funding Guarantor as Aggregate Deficit Amount of such dateother Subsidiary Party. Any Contributing Guarantor making any payment to a Funding Guarantor A Subsidiary Party’s right of contribution pursuant to this Section 3.1 the preceding sentences shall be subrogated arise at the time of each computation, subject to adjustment to the rights of such Funding Guarantor to the extent of such payment. No Guarantor shall have any right of subrogation, reimbursement, contribution or indemnity (including any statutory rights of subrogation under Section 509 of the Bankruptcy Code, 11 U.S.C. § 509) nor any right of recourse to security for the Obligations unless and until 91 days shall have elapsed after the date on which the Obligations have been repaid in full in cash, all Commitments have been terminated, and all Letter of Credit Obligations shall have been paid in full in cash or terminated, in each case without the filing or commencement, by or against the Borrower, of any provincial, state or federal action, suit, petition or proceeding seeking any reorganization, liquidation or other relief or arrangement in respect of creditors of, or the appointment of a receiver, liquidator, trustee or conservator in respect to, the Borrower or its assets. This waiver is expressly intended to prevent the existence of any claim in respect to such subrogation, reimbursement, contribution or indemnity by the Guarantors against the estate of the Borrower within the meaning of Section 101 of the Bankruptcy Code, in the event of a subsequent case involving the Borrower. If an amount shall be paid to any Guarantor on account of such rights at any time prior to termination of this Agreement, such amount shall be held in trust for the benefit of the Agent and the Beneficiaries and shall forthwith be paid to the Agent, to be credited and applied to the Obligations, whether matured or unmatured, in accordance with the terms of the Credit Documents or otherwise as the Agent may elect. The agreements in this Section 3.1 shall survive repayment of all of the Obligations and the termination or expiration of this Agreement in any manner.XXXXXXX 0000000

Contribution and Subrogation. In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event At any time a payment shall be by any Subsidiary Party in respect of the Guaranteed Obligations is made on any date under this Agreement that shall not have been fully indemnified as provided in Section 3.01, the right of contribution of each Subsidiary Party against each other Subsidiary Party shall be determined as provided in the immediately succeeding sentence, with the right of contribution of each Subsidiary Party to be revised and restated as of each date on which an unreimbursed payment (a “Relevant Payment”) is made on the Guaranteed Obligations under this Agreement. At any time that a Relevant Payment is made by any Guarantor a Subsidiary Party that results in the aggregate payments made by such Subsidiary Party in respect of the Guaranteed Obligations to and including the date of the Relevant Payment exceeding such Subsidiary Party’s Contribution Percentage (as defined below) of the aggregate payments made by all Subsidiary Parties in respect of the Guaranteed Obligations to and including the date of the Relevant Payment (such excess, the “Funding GuarantorAggregate Excess Amount”), each such Subsidiary Party shall have a right of contribution against each other Guarantor Subsidiary Party who has made payments in respect of the Guaranteed Obligations to and including the date of the Relevant Payment in an aggregate amount less than such other Subsidiary Party’s Contribution Percentage of the aggregate payments made to and including the date of the Relevant Payment by all Subsidiary Parties in respect of the Guaranteed Obligations (each a the aggregate amount of such deficit, the “Contributing GuarantorAggregate Deficit Amount”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by (x) a fraction the numerator of which shall be is the net worth of the Contributing Guarantor as Aggregate Excess Amount of such date Subsidiary Party and the denominator of which is the Aggregate Excess Amount of all Subsidiary Parties multiplied by (y) the Aggregate Deficit Amount of such other Subsidiary Party. A Subsidiary Party’s right of contribution pursuant to the preceding sentences shall arise at the time of each computation, subject to adjustment to the time of each computation; provided that all contribution rights of such Subsidiary Party shall be subject to Section 3.03. As used in this Section 3.02: (i) each Subsidiary Party’s “Contribution Percentage” shall mean the percentage obtained by dividing (x) the Adjusted Net Worth (as defined below) of such Subsidiary Party by (y) the aggregate net worth Adjusted Net Worth of all Subsidiary Parties; (ii) the Contributing Guarantors together with “Adjusted Net Worth” of each Subsidiary Party shall mean the net worth greater of (x) the Funding Guarantor Net Worth (as defined below) of such Subsidiary Party and (y) zero; and (iii) the “Net Worth” of each Subsidiary Party shall mean the amount by which the fair saleable value of such Subsidiary Party’s assets on the date of any Relevant Payment exceeds its existing debts and other liabilities (including contingent liabilities, but without giving effect to any Guaranteed Obligations arising under this Agreement or any guaranteed obligations arising under any guaranteeguaranty of any Junior Financing) on such date. Any Contributing Guarantor making Notwithstanding anything to the contrary contained above, any payment Subsidiary Party that is released from this Agreement pursuant to a Funding Guarantor Section 4.13 hereof shall thereafter have no contribution obligations, or rights, pursuant to this Section 3.1 3.02, and at the time of any such release, if the released Subsidiary Party had an Aggregate Excess Amount or an Aggregate Deficit Amount, same shall be subrogated deemed reduced to $0, and the contribution rights and obligations of the remaining Subsidiary Parties shall be recalculated on the respective date of release (as otherwise provided above) based on the payments made hereunder by the remaining Subsidiary Parties. Each of the Subsidiary Parties recognizes and acknowledges that the rights to contribution arising hereunder shall constitute an asset in favor of the party entitled to such Funding Guarantor contribution. In this connection, each Subsidiary Party has the right to waive its contribution right against any other Subsidiary Party to the extent of such payment. No Guarantor shall have any right of subrogation, reimbursement, contribution or indemnity (including any statutory rights of subrogation under Section 509 of the Bankruptcy Code, 11 U.S.C. § 509) nor any right of recourse to security for the Obligations unless and until 91 days shall have elapsed that after the date on which the Obligations have been repaid in full in cash, all Commitments have been terminated, and all Letter of Credit Obligations shall have been paid in full in cash or terminated, in each case without the filing or commencement, by or against the Borrower, of any provincial, state or federal action, suit, petition or proceeding seeking any reorganization, liquidation or other relief or arrangement in respect of creditors of, or the appointment of a receiver, liquidator, trustee or conservator in respect to, the Borrower or its assets. This waiver is expressly intended to prevent the existence of any claim in respect giving effect to such subrogation, reimbursement, contribution or indemnity by the Guarantors against the estate of the Borrower within the meaning of Section 101 of the Bankruptcy Codewaiver such Subsidiary Party would remain solvent, in the event of a subsequent case involving the Borrower. If an amount shall be paid to any Guarantor on account of such rights at any time prior to termination of this Agreement, such amount shall be held in trust for the benefit determination of the Agent and the Beneficiaries and shall forthwith be paid to the Agent, to be credited and applied to the Obligations, whether matured or unmatured, in accordance with the terms of the Credit Documents or otherwise as the Agent may elect. The agreements in this Section 3.1 shall survive repayment of all of the Obligations and the termination or expiration of this Agreement in any mannerRequired Lenders.

Contribution and Subrogation. In order Each Guarantor (a “Contributing Guarantor”) agrees (subject to provide for just and equitable contribution among the GuarantorsSection 8.3) that, the Guarantors agree that in the event a payment shall be made on any date under this Agreement by any other Guarantor hereunder in respect of any Guaranteed Obligation, or assets of any other Guarantor shall be sold pursuant to any Loan Document to satisfy any Guaranteed Obligation owed to any Secured Party, and such other Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Claiming Guarantor”) shall not have been fully indemnified by the relevant Borrower(s) as provided in Section 8.1, the Contributing Guarantor shall indemnify the Funding Claiming Guarantor in an amount equal to (i) the amount of such paymentpayment or (ii) the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator of which shall be the net worth of the Contributing Guarantor as of such on the date hereof and the denominator of which shall be the aggregate net worth of all the Contributing Guarantors together with on the net worth date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 9.14 hereof, the date of the Funding Guarantor as of supplement hereto executed and delivered by such dateGuarantor). Any Contributing Guarantor making any payment to a Funding Claiming Guarantor pursuant to this Section 3.1 8.2 shall be subrogated to the rights of such Funding Claiming Guarantor under Section 8.1 to the extent of such payment. No Guarantor shall have Notwithstanding the foregoing, to the extent that any claiming Party’s right to indemnification hereunder arises from a payment or sale of subrogationassets made to satisfy secured Guaranteed Obligations (i) of a US Borrower or a US Guarantor, reimbursement, contribution no Loan Party described in clause (d) or indemnity (including any statutory rights of subrogation under Section 509 e) of the Bankruptcy Codedefinition of Excluded Subsidiary shall indemnify such claiming Party and no assets that constitute Excluded Assets described in clauses (8), 11 U.S.C. § 509(13) nor any right or (15) of recourse such defined term shall be applied to security for the Obligations unless and until 91 days shall have elapsed after the date on which the Obligations have been repaid in full in cash, all Commitments have been terminatedsatisfy such indemnification claim, and all Letter of Credit (ii) constituting Swap Obligations, only those Contributing Guarantors for whom such Swap Obligations do not constitute Excluded Swap Obligations shall have been paid in full in cash or terminated, in each case without indemnify such claiming Party with the filing or commencement, by or against the Borrower, of any provincial, state or federal action, suit, petition or proceeding seeking any reorganization, liquidation or other relief or arrangement in respect of creditors of, or the appointment of a receiver, liquidator, trustee or conservator in respect to, the Borrower or its assets. This waiver is expressly intended to prevent the existence of any claim in respect to such subrogation, reimbursement, contribution or indemnity by the Guarantors against the estate of the Borrower within the meaning of Section 101 of the Bankruptcy Code, fraction set forth in the event of a subsequent case involving the Borrower. If an amount shall be paid to any Guarantor on account of such rights at any time prior to termination of this Agreement, such amount shall be held in trust for the benefit of the Agent and the Beneficiaries and shall forthwith be paid to the Agent, to be credited and applied to the Obligations, whether matured or unmatured, in accordance with the terms of the Credit Documents or otherwise as the Agent may elect. The agreements in this Section 3.1 shall survive repayment of all of the Obligations and the termination or expiration of this Agreement in any mannersecond preceding sentence.

Contribution and Subrogation. In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event a payment shall be made on any date under this Agreement Guaranty by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 3.1 6(a) shall be subrogated to the rights of such Funding Guarantor to the extent of such payment. No Guarantor shall have any right of subrogation, reimbursement, contribution or indemnity (including any statutory rights of subrogation under Section 509 of the Bankruptcy Codeindemnity, 11 U.S.C. § 509) nor any right of recourse to security for the Guaranteed Obligations unless and until 91 93 days shall have elapsed after the date on which the Obligations have been repaid in full in cashoccurrence of Guaranty Termination, all Commitments have been terminated, and all Letter of Credit Obligations shall have been paid in full in cash or terminated, in each case without the filing or commencement, by or against the Borrower, of any provincial, state or federal action, suit, petition or proceeding seeking any reorganization, liquidation or other relief or arrangement in respect of creditors of, or the appointment of a receiver, liquidator, trustee or conservator in respect to, the Borrower or its assets. This waiver is expressly intended to prevent the existence of any claim in respect to such subrogation, reimbursement, contribution or indemnity by the Guarantors against the estate of the Borrower within the meaning of Section 101 of the Bankruptcy Code, in the event of a subsequent case involving the Borrower. If an amount shall be paid to any Guarantor on account of such rights at any time prior to termination in violation of this Agreementthe preceding sentences, such amount shall be held in trust for the benefit of the Agent and the Beneficiaries and shall forthwith be paid to the Administrative Agent, to be credited and applied to the ObligationsGuaranteed Obligations and any other amounts payable by the Guarantors under this Guaranty, whether matured or unmatured, in accordance with the terms of the Credit Loan Documents or otherwise as the Administrative Agent may elect. The agreements in this Section 3.1 6(a) shall survive repayment the occurrence of all of the Obligations and the termination or expiration of this Agreement in any mannerGuaranty Termination.

Contribution and Subrogation. In order addition to provide for just all rights of indemnity and equitable contribution among the Guarantorssubrogation a Guarantor may have under applicable law (but subject to Section 9.9), the Guarantors agree Borrower agrees that (a) in the event a payment shall be made on any date under this Agreement by any Guarantor hereunder, the Borrower shall indemnify such Guarantor for the full amount of such payment, and such Guarantor shall be subrogated to the rights of the Person to whom such payments shall have been made to the extent of such payment, and (b) in the “Funding Guarantor”)event that any assets of any Guarantor shall be sold pursuant to any Loan Document to satisfy any claim of the Lender, each other the Borrower shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold. Each Guarantor (each a “Contributing Guarantor”) agrees (subject to this paragraph) that, in the event a payment shall be made by any other Guarantor hereunder or assets of any other Guarantor shall be sold pursuant to any Loan Document to satisfy a claim of the Lender and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in this paragraph, the Contributing Guarantor shall indemnify the Funding Claiming Guarantor in an amount equal to the amount of such paymentpayment 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 of which shall be the net worth of the Contributing Guarantor as of such on the date hereof and the denominator of which shall be the aggregate net worth of all Guarantors on the Contributing Guarantors together with on the net worth date hereof (or, in the case of any Person that becomes a Guarantor after the date hereof, the date of the Funding Guarantor as of Subsidiary Joinder Agreement executed and delivered by such datePerson). Any Contributing Guarantor making any payment to a Funding Claiming Guarantor pursuant to this Section 3.1 paragraph shall be subrogated to the rights of such Funding Claiming Guarantor under this paragraph to the extent of such payment. No Guarantor shall have Notwithstanding any right provision of subrogationthis paragraph to the contrary, reimbursementall rights of its Guarantors under this paragraph and all other rights of indemnity, contribution or indemnity (including any statutory rights of subrogation under applicable law or otherwise shall be fully subordinated as provided in Section 509 9.9. No failure on the part of the Bankruptcy Code, 11 U.S.C. § 509) nor any right of recourse to security for the Obligations unless and until 91 days shall have elapsed after the date on which the Obligations have been repaid in full in cash, all Commitments have been terminated, and all Letter of Credit Obligations shall have been paid in full in cash or terminated, in each case without the filing or commencement, by or against the Borrower, of any provincial, state or federal action, suit, petition or proceeding seeking any reorganization, liquidation or other relief or arrangement in respect of creditors of, or the appointment of a receiver, liquidator, trustee or conservator in respect to, the Borrower or its assets. This waiver is expressly intended any Guarantor to prevent make the existence payments required by this Section (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any claim in Guarantor with respect to such subrogationits obligations under this paragraph, reimbursement, contribution or indemnity by and each Guarantor shall remain liable for the Guarantors against the estate full amount of the Borrower within the meaning of Section 101 of the Bankruptcy Code, in the event of a subsequent case involving the Borrower. If an amount shall be paid to any Guarantor on account obligations of such rights at any time prior to termination of Guarantor under this Agreement, such amount shall be held in trust for the benefit of the Agent and the Beneficiaries and shall forthwith be paid to the Agent, to be credited and applied to the Obligations, whether matured or unmatured, in accordance with the terms of the Credit Documents or otherwise as the Agent may elect. The agreements in this Section 3.1 shall survive repayment of all of the Obligations and the termination or expiration of this Agreement in any mannerparagraph.