Common use of Contribution with Respect to Guaranty Obligations Clause in Contracts

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower shall make a payment under this Section 12 of all or any of the Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the Commitments, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “Allocable Amount” of any Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Borrower under this Section 12 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 is intended only to define the relative rights of Borrowers and nothing set forth in this Section 12.7 is intended to or shall impair the obligations of Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.1. Nothing contained in this Section 12.7 shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, Fees and expenses with respect thereto for which such Borrower shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers against other Credit Parties under this Section 12.7 shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of the Commitments.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Co-Borrower shall make a payment under this Section 12 16 of all or any of the Obligations (other than Loans made to that such Co-Borrower for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other Co-Borrower, exceeds the amount that such Co-Borrower would otherwise have paid if each Co-Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Co-Borrower’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Co-Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the Commitmentscommitments to lend hereunder, such Co-Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Co-Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “Allocable Amount” of any Co-Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Co-Borrower under this Section 12 16 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 16.7 is intended only to define the relative rights of Co-Borrowers and nothing set forth in this Section 12.7 16.7 is intended to or shall impair the obligations of Co-Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.1. Nothing contained in this Section 12.7 16.7 shall limit the liability of any Co-Borrower to pay the Loans made directly or indirectly to that such Co-Borrower and accrued interest, Fees fees and expenses with respect thereto for which such Co-Borrower shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower Co-Borrowers to which such contribution and indemnification is owing. (e) The rights of the indemnifying Co-Borrowers against other Credit Parties Co-Borrowers under this Section 12.7 16 shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of the Commitmentscommitments to lend hereunder.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower shall make a payment under this Section 12 of all or any of the Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “"Guarantor Payment”") that, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “'s "Allocable Amount” " (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the Commitments, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “"Allocable Amount” " of any Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Borrower under this Section 12 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 is intended only to define the relative rights of Borrowers and nothing set forth in this Section 12.7 is intended to or shall impair the obligations of Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.112. 1. Nothing contained in this Section 12.7 shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, Fees and expenses with respect thereto for which such Borrower shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers against other Credit Parties under this Section 12.7 shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of the Commitments.

Contribution with Respect to Guaranty Obligations. (ai) To the extent that any Borrower shall make a payment under this Section 12 2.12 of all or any of the Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the Commitments, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (bii) As of any date of determination, the “Allocable Amount” of any Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Borrower under this Section 12 2.12 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (ciii) This Section 12.7 2.12(f) is intended only to define the relative rights of Borrowers and nothing set forth in this Section 12.7 2.12(f) is intended to or shall impair the obligations of Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.12.12(a). Nothing contained in this Section 12.7 2.12(f) shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, Fees fees and expenses with respect thereto for which such Borrower shall be primarily liable. (div) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the each Borrower to which such contribution and indemnification is owing. (ev) The rights of the indemnifying Borrowers against other Credit Loan Parties under this Section 12.7 2.12(f) shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of the Commitments.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower of You shall make a payment under this Section 12 of all or any of the Secured Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrowersuch Person, exceeds the amount that such Borrower Person would otherwise have paid if each Borrower of You had paid the aggregate Secured Obligations satisfied by such Guarantor Payment in the same proportion that such BorrowerPerson’s “Allocable Amount” Amount (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each all of the Borrowers You as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Secured Obligations and termination of the CommitmentsOur obligation to fund Advances, such Borrower Person shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each the other Borrower of You for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) . • As of any date of determination, the “Allocable Amount” of any Borrower of You shall be equal to the maximum amount of the claim that could then be recovered from such Borrower Person under this Section 12 section without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) . • This Section 12.7 subsection is intended only to define the relative rights of Borrowers each of You and nothing set forth in this Section 12.7 subsection is intended to or shall impair the obligations of Borrowerseach of You, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.1subsection “Cross-Guaranty” above. Nothing contained in this Section 12.7 subsection shall limit the liability of any Borrower of You to pay the Loans Advances made directly or indirectly to that Borrower You and accrued interest, Fees fees and expenses with respect thereto thereto, for which such Borrower You shall be primarily liable. (d) . • The parties Parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower Person to which such contribution and indemnification is owing. (e) . • The rights of the indemnifying Borrowers Persons against other Credit Parties Persons under this Section 12.7 subsection shall be exercisable upon the full and indefeasible payment of the Secured Obligations and the termination of the CommitmentsOur obligation to fund Advances.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower Guarantor shall make a payment under this Section 12 13 of all or any of the Obligations (other than Loans made to that Borrower for which it is primarily liable) hereunder (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other BorrowerGuarantor, exceeds the amount that such Borrower Guarantor would otherwise have paid if each Borrower had paid the aggregate Obligations hereunder satisfied by such Guarantor Payment in the same proportion that such BorrowerGuarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash the repayment of the Obligations Loans and termination of the Commitments, such Borrower Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “Allocable Amount” of any Borrower Guarantor shall be equal to the maximum amount of the claim that could then be recovered from such Borrower Guarantor under this Section 12 13 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 13.7 is intended only to define the relative rights of Borrowers the Credit Parties and nothing set forth in this Section 12.7 13.7 is intended to or shall impair the obligations of Borrowersthe Credit Parties, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of of, and subject to the limitations contained in, this Agreement, including Section 12.113.1. Nothing contained in this Section 12.7 13.7 shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower it and accrued interest, Fees and expenses with respect thereto for which such Borrower shall be it is primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower Guarantors to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers Borrower against other Credit Parties under this Section 12.7 13.7 shall be exercisable upon the full and indefeasible payment of the Obligations hereunder and the termination of the Commitments.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower Credit Party shall make a payment under this Section 12 13 of all or any of the Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other BorrowerCredit Party, exceeds the amount that such Borrower Credit Party would otherwise have paid if each Borrower Credit Party had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such BorrowerCredit Party’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers Credit Party as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the CommitmentsTermination Date, such Borrower Credit Party shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower Credit Party for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “Allocable Amount” of any Borrower Credit Party shall be equal to the maximum amount of the claim that could then be recovered from such Borrower Credit Party under this Section 12 13 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 13.7 is intended only to define the relative rights of Borrowers the Credit Parties and nothing set forth in this Section 12.7 13.7 is intended to or shall impair the obligations of Borrowersthe Credit Parties, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of of, and subject to the limitations contained in, this Agreement, including Section 12.113.1. Nothing contained in this Section 12.7 13.7 shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, Fees and expenses with respect thereto for which such Borrower shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower Credit Parties to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers Credit Parties against other Credit Parties under this Section 12.7 13.7 shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of the Commitments.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower Guarantor shall make a payment under this Section 12 Article 9 of all or any of the Obligations under the Transaction Documents (other than Loans financial accommodations made to that Borrower Guarantor for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other BorrowerGuarantor, exceeds the amount that such Borrower Guarantor would otherwise have paid if each Borrower Guarantor had paid the aggregate Obligations under the Transaction Documents satisfied by such Guarantor Payment in the same proportion that such BorrowerGuarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers Guarantor as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations under the Transaction Documents and termination of the CommitmentsTransaction Documents (including all commitments (if any) to lend hereunder), such Borrower Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “Allocable Amount” of any Borrower Guarantor shall be equal to the maximum amount of the claim that could then be recovered from such Borrower Guarantor under this Section 12 Article 9 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 9.7 is intended only to define the relative rights of Borrowers Guarantor and nothing set forth in this Section 12.7 9.7 is intended to or shall impair the obligations of BorrowersCredit Parties, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.19.1. Nothing contained in this Section 12.7 9.7 shall limit the liability of any Borrower Credit Party to pay the Loans financial accommodations made directly or indirectly to that Borrower Credit Party and accrued interest, Fees fees and expenses with respect thereto for which such Borrower Credit Party shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower Guarantor to which such contribution and indemnification is owing. (e) . The rights of the indemnifying Borrowers Guarantor against other Credit Parties Guarantor under this Section 12.7 9.7 shall be exercisable upon the full and indefeasible payment of the Obligations under the Transaction Documents and the termination of the CommitmentsTransaction Documents.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower shall make a payment under this Section 12 11 of all or any of the Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “"Guarantor Payment”") thatwhich, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower, exceeds the amount that which such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “'s "Allocable Amount” " (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the Commitments, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “"Allocable Amount” " of any Borrower shall be equal to the maximum amount of the claim that which could then be recovered from such Borrower under this Section 12 11 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the United States Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 11.7 is intended only to define the relative rights of Borrowers and nothing set forth in this Section 12.7 11.7 is intended to or shall impair the obligations of Borrowers, jointly and severally, each Borrower to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.111. 1. Nothing contained in this Section 12.7 11.7 shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, Fees and expenses with respect thereto for which such Borrower shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers against other Credit Parties under this Section 12.7 11.7 shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of the CommitmentsLender's obligation to extend any credit under this Agreement.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower shall make a payment under this Section 12 11 of all or any of the Obligations Liabilities (other than Loans made directly to that Borrower for which it is primarily liableBorrower) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower, that exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations Liabilities satisfied by such Guarantor Payment in the same proportion that such Borrower’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations Liabilities and termination of the Commitments, ) such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) . As of any date of determination, the “Allocable Amount” of any Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Borrower under this Section 12 11 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) . This Section 12.7 11.7 is intended only to define the relative rights of Borrowers and nothing set forth in this Section 12.7 11.7 is intended to or shall impair the obligations of Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including this Section 12.111.7. Nothing contained in this Section 12.7 11.7 shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, Fees fees and expenses with respect thereto for which such Borrower shall be primarily liable. (d) . The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower to which such contribution and indemnification is owing. (e) . The rights of the indemnifying Borrowers against other Credit Parties Borrower under this Section 12.7 11.7 shall be exercisable upon the full and indefeasible payment of the Obligations Liabilities and the termination of the Commitments.

Contribution with Respect to Guaranty Obligations. At all times when there is more than one Guarantor party hereto, each Guarantor party hereto agrees as follows: (ai) To the extent that any Borrower Guarantor shall make a payment under this Section 12 of all or any of the Guarantied Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “Guarantor Payment”) thatthat exceeds the amount that such Guarantor would otherwise have paid, taking into account all other Guarantor Payments then previously or concurrently made by any other BorrowerGuarantor, exceeds the amount that such Borrower would otherwise have paid if each Borrower Guarantor had paid the aggregate Guarantied Obligations satisfied by all such Guarantor Payment Payments in the same proportion that such BorrowerGuarantor’s “Allocable Amount” (as defined below) Amount (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers all Guarantors (as determined immediately prior to the making of such Guarantor Payment), then, following indefeasible payment after the Guarantied Obligations shall be indefeasibly paid in full in cash of and no Holder shall have any commitment under the Obligations and termination of the CommitmentsNote Agreement, such Borrower Guarantor shall be entitled to receive contribution and indemnification payments from, from and be reimbursed by, by each other Borrower Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (bii) As of any date of determination, the “Allocable Amount” of any Borrower Guarantor shall be equal to the maximum amount of the claim that could then be recovered from such Borrower Guarantor under this Section 12 4M without rendering such claim void, voidable or avoidable under otherwise unenforceable under, any fraudulent conveyance or fraudulent transfer law, including Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common lawCode. (ciii) This Section 12.7 4M is intended only to define the relative rights of Borrowers Guarantors, and nothing set forth in this Section 12.7 4M is intended to or shall impair the obligations of BorrowersGuarantors, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.1. Nothing contained in this Section 12.7 shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, Fees and expenses with respect thereto for which such Borrower shall be primarily liableGuaranty. (div) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower Guarantor to which such contribution and indemnification is owing. (ev) The rights of the indemnifying Borrowers Guarantors against other Credit Parties Guarantors under this Section 12.7 4M shall be exercisable upon once the Guarantied Obligations shall be indefeasibly paid in full in cash and indefeasible payment of no Holder shall have any commitment under the Obligations and the termination of the CommitmentsNote Agreement.

Contribution with Respect to Guaranty Obligations. (ai) To the extent that any Borrower shall make a payment under this Section 12 2.12 of all or any of the Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “"Guarantor Payment”") that, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “'s "Allocable Amount” " (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the Commitments, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (bii) As of any date of determination, the “"Allocable Amount” " of any Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Borrower under this Section 12 2.12 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (ciii) This Section 12.7 2.12(f) is intended only to define the relative rights of Borrowers and nothing set forth in this Section 12.7 2.12(f) is intended to or shall impair the obligations of Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.12.12(a). Nothing contained in this Section 12.7 2.12(f) shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, Fees fees and expenses with respect thereto for which such Borrower shall be primarily liable. (div) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the each Borrower to which such contribution and indemnification is owing. (ev) The rights of the indemnifying Borrowers against other Credit Loan Parties under this Section 12.7 2.12(f) shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of the Commitments.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower shall make a payment under this Section 12 of all or any of the Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “"Guarantor Payment”") thatwhich, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower, exceeds the amount that which such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “'s "Allocable Amount” " (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the Commitments, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “"Allocable Amount” " of any Borrower shall be equal to the maximum amount of the claim that which could then be recovered from such Borrower under this Section 12 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 is intended only to define the relative rights of Borrowers and nothing set forth in this Section 12.7 is intended to or shall impair the obligations of Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.112. 1. Nothing contained in this Section 12.7 shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, Fees and expenses with respect thereto for which such Borrower shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers against other Credit Parties under this Section 12.7 shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of the Commitments.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower Guarantor shall make a payment under this Section 12 13 of all or any of the Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “Guarantor Payment”) thatwhich, taking into account all other Guarantor Payments then previously or concurrently made by any other BorrowerGuarantor, exceeds the amount that which such Borrower Guarantor would otherwise have paid if each Borrower Guarantor had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such BorrowerGuarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash the occurrence of the Obligations and termination of the CommitmentsTermination Date, such Borrower Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower Loan Party for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “Allocable Amount” of any Borrower Guarantor shall be equal to the maximum amount of the claim that which could then be recovered from such Borrower Guarantor under this Section 12 13 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the United States Bankruptcy Code Code, as amended or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 13.7 is intended only to define the relative rights of Borrowers the Guarantors and nothing set forth in this Section 12.7 13.7 is intended to or shall impair the obligations of Borrowersthe Loan Parties, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.1. Nothing contained in this Section 12.7 shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, Fees and expenses with respect thereto for which such Borrower shall be primarily liable13.1. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower Guarantor to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers Guarantors against other Credit Parties Guarantors under this Section 12.7 13.7 shall be exercisable upon and after the full and indefeasible payment of the Obligations and the termination of the CommitmentsTermination Date.

Contribution with Respect to Guaranty Obligations. (ai) To the extent that any Borrower shall make a payment under this Section 12 2.12 of all or any of the Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the CommitmentsObligations, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (bii) As of any date of determination, the “Allocable Amount” of any Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Borrower under this Section 12 2.12 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (ciii) This Section 12.7 2.12(f) is intended only to define the relative rights of Borrowers and nothing set forth in this Section 12.7 2.12(f) is intended to or shall impair the obligations of Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.12.12(a). Nothing contained in this Section 12.7 2.12(f) shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, Fees fees and expenses with respect thereto for which such Borrower shall be primarily liable. (div) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the each Borrower to which such contribution and indemnification is owing. (ev) The rights of the indemnifying Borrowers against other Credit Loan Parties under this Section 12.7 2.12(f) shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of the CommitmentsObligations.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower Loan Party shall make a payment under this Section 12 Article III of all or any of the Obligations (other than Loans Advances made to that Borrower for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other BorrowerLoan Party, exceeds the amount that such Borrower Loan Party would otherwise have paid if each Borrower Loan Party had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such BorrowerLoan Party’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers Loan Party as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the CommitmentsTermination Date, such Borrower Loan Party shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower Loan Party for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “Allocable Amount” of any Borrower Loan Party shall be equal to the maximum amount of the claim that could then be recovered from such Borrower Loan Party under this Section 12 Article III without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 3.07 is intended only to define the relative rights of Borrowers the Loan Parties and nothing set forth in this Section 12.7 3.07 is intended to or shall impair the obligations of Borrowersthe Loan Parties, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of of, and subject to the limitations contained in, this Agreement, including Section 12.13.01. Nothing contained in this Section 12.7 3.07 shall limit the liability of any Borrower to pay the Loans Advances made directly or indirectly to that Borrower and accrued interest, Fees fees and expenses with respect thereto for which such Borrower shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower Loan Parties to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers Loan Parties against other Credit Loan Parties under this Section 12.7 3.07 shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of the Commitments.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower Guarantor shall make a payment under this Section 12 13 of all or any of the Obligations obligations under the Loan Documents (other than Loans financial accommodations made to that Borrower Guarantor for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other BorrowerGuarantor, exceeds the amount that such Borrower Guarantor would otherwise have paid if each Borrower Guarantor had paid the aggregate Obligations obligations under the Loan Documents satisfied by such Guarantor Payment in the same proportion that such BorrowerGuarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers Guarantor as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations obligations under the Loan Documents and termination of the CommitmentsLoan Documents (including all commitments (if any) to lend hereunder), such Borrower Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “Allocable Amount” of any Borrower Guarantor shall be equal to the maximum amount of the claim that could then be recovered from such Borrower Guarantor under this Section 12 13 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 13.7 is intended only to define the relative rights of Borrowers Guarantor and nothing set forth in this Section 12.7 13.7 is intended to or shall impair the obligations of BorrowersBorrower and Guarantors, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.113.1. Nothing contained in this Section 12.7 13.7 shall limit the liability of Borrower or any Borrower Guarantor to pay the Loans financial accommodations made directly or indirectly to that Borrower or such Guarantor and accrued interest, Fees fees and expenses with respect thereto for which Borrower or such Borrower Guarantor shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower Guarantor to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers Guarantor against other Credit Parties Guarantor under this Section 12.7 13.7 shall be exercisable upon the full and indefeasible payment of the Secured Obligations under the Loan Documents and the termination of the CommitmentsLoan Documents.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower shall make a payment under this Section Article 12 of all or any of the Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “"Guarantor Payment”") that, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “'s "Allocable Amount” " (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and Obligations, termination of the CommitmentsCommitments and the passage of the applicable preference period, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “"Allocable Amount” " of any Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Borrower under this Section Article 12 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 is intended only to define the relative rights of the Borrowers and nothing set forth in this Section 12.7 is intended to or shall impair the obligations of the Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.1. Nothing contained in this Section 12.7 shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that such Borrower and accrued interest, Fees fees and expenses with respect thereto for which such Borrower shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower Borrowers to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers against other Credit Loan Parties under this Section 12.7 shall be exercisable upon the full and indefeasible final payment of the Obligations and Obligations, the termination of the CommitmentsCommitments and the passage of the applicable preference period.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower Guarantor shall make a payment under this Section 12 2.11 of all or any of the Obligations (other than Loans made to that Borrower for which it is primarily liable) has agreed to guarantee pursuant hereto (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other BorrowerGuarantor, exceeds the amount that such Borrower Guarantor would otherwise have paid if each Borrower Guarantor had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such BorrowerGuarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the Commitments, such Borrower Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “Allocable Amount” of any Borrower Guarantor shall be equal to the maximum amount of the claim that could then be recovered from such Borrower Guarantor under this Section 12 2 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 2.11 is intended only to define the relative rights of Borrowers Guarantors and nothing set forth in this Section 12.7 2.11 is intended to or shall impair the obligations of BorrowersGuarantors, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.12.1. Nothing contained in this Section 12.7 2.11 shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower Loan and accrued interest, Fees fees and expenses with respect thereto for which such Borrower shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower Guarantor to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers Guarantors against other Credit Loan Parties under this Section 12.7 2.11 shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of the Commitments.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower shall make a payment under this Section 12 13 of all or any of the Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the CommitmentsTermination Date, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “Allocable Amount” of any Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Borrower under this Section 12 13 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 13.7 is intended only to define the relative rights of Borrowers and nothing set forth in this Section 12.7 13.7 is intended to or shall impair the obligations of Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of of, and subject to the limitations contained in, this Agreement, including Section 12.113.1. Nothing contained in this Section 12.7 13.7 shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, Fees and expenses with respect thereto for which such Borrower shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers against other Credit Parties under this Section 12.7 13.7 shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of the Commitments.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower of You shall make a payment under this Section 12 of all or any of the Secured Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrowersuch Person, exceeds the amount that such Borrower Person would otherwise have paid if each Borrower of You had paid the aggregate Secured Obligations satisfied by such Guarantor Payment in the same proportion that such BorrowerPerson’s “Allocable Amount” Amount (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each all of the Borrowers You as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment Payment in full in cash Full of the Obligations and termination of the CommitmentsSecured Obligations, such Borrower Person shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each the other Borrower of You for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) . • As of any date of determination, the “Allocable Amount” of any Borrower of You shall be equal to the maximum amount of the claim that could then be recovered from such Borrower Person under this Section 12 section without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) . • This Section 12.7 subsection is intended only to define the relative rights of Borrowers each of You and nothing set forth in this Section 12.7 subsection is intended to or shall impair the obligations of Borrowerseach of You, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.1subsection “Cross-Guaranty” above. Nothing contained in this Section 12.7 subsection shall limit the liability of any Borrower of You to pay the Loans Advances made directly or indirectly to that Borrower You and accrued interest, Fees fees and expenses with respect thereto thereto, for which such Borrower You shall be primarily liable. (d) . • The parties Parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower Person to which such contribution and indemnification is owing. (e) . • The rights of the indemnifying Borrowers Persons against other Credit Parties Persons under this Section 12.7 subsection shall be exercisable upon the full and indefeasible payment Payment in Full of the Obligations and the termination of the CommitmentsSecured Obligations.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower shall make a payment under this Section 12 of all or any of the Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the Commitments, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “Allocable Amount” of any Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Borrower under this Section 12 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 is intended only to define the relative rights of Borrowers and nothing set forth in this Section 12.7 is intended to or shall impair the obligations of Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.1. Nothing contained in this Section 12.7 shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, Fees and expenses with respect thereto for which such Borrower shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers against other Credit Parties under this Section 12.7 shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of the Commitments.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower shall make a payment under this Section 12 10 of all or any of the Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the Commitments, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “Allocable Amount” of any Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Borrower under this Section 12 10 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 10.7 is intended only to define the relative rights of Borrowers and nothing set forth in this Section 12.7 10.7 is intended to or shall impair the obligations of Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.110.1. Nothing contained in this Section 12.7 10.7 shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, Fees and expenses with respect thereto for which such Borrower shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers against other Credit Parties under this Section 12.7 10.7 shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of the Commitments.

Contribution with Respect to Guaranty Obligations. (a) 14.7.1 To the extent that any Borrower shall make a payment under this Section 12 14 of all or any of the Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers Borrower as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the Revolving Credit Commitments, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) 14.7.2 As of any date of determination, the “Allocable Amount” of any Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Borrower under this Section 12 14 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) 14.7.3 This Section 12.7 14.7 is intended only to define the relative rights of Borrowers and nothing set forth in this Section 12.7 14.7 is intended to or shall impair the obligations of Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.114.1. Nothing contained in this Section 12.7 14.7 shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, Fees fees and expenses with respect thereto for which such Borrower shall be primarily liable. (d) 14.7.4 The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower Borrowers to which such contribution and indemnification is owing. (e) 14.7.5 The rights of the indemnifying Borrowers against other Credit Loan Parties under this Section 12.7 14.7 shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of the Revolving Credit Commitments.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower Guarantor shall make a payment under this Section 12 ARTICLE 9 of all or any of the Obligations under the Transaction Documents (other than Loans financial accommodations made to that Borrower Guarantor for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other BorrowerGuarantor, exceeds the amount that such Borrower Guarantor would otherwise have paid if each Borrower Guarantor had paid the aggregate Obligations under the Transaction Documents satisfied by such Guarantor Payment in the same proportion that such BorrowerGuarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers Guarantor as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations under the Transaction Documents and termination of the CommitmentsTransaction Documents (including all commitments (if any) to lend hereunder), such Borrower Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “Allocable Amount” of any Borrower Guarantor shall be equal to the maximum amount of the claim that could then be recovered from such Borrower Guarantor under this Section 12 ARTICLE 9 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 9.7 is intended only to define the relative rights of Borrowers Guarantor and nothing set forth in this Section 12.7 9.7 is intended to or shall impair the obligations of BorrowersCredit Parties, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.19.1. Nothing contained in this Section 12.7 9.7 shall limit the liability of any Borrower Credit Party to pay the Loans financial accommodations made directly or indirectly to that Borrower Credit Party and accrued interest, Fees fees and expenses with respect thereto for which such Borrower Credit Party shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower Guarantor to which such contribution and indemnification is owing. (e) . The rights of the indemnifying Borrowers Guarantor against other Credit Parties Guarantor under this Section 12.7 9.7 shall be exercisable upon the full and indefeasible payment of the Obligations under the Transaction Documents and the termination of the Commitments.Transaction Documents. [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower shall make a payment under this Section 12 10 of all or any of the Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “"Guarantor Payment”") that, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “'s "Allocable Amount” " (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the Commitments, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “"Allocable Amount” " of any Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Borrower under this Section 12 10 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 10.7 is intended only to define the relative rights of Borrowers and nothing set forth in this Section 12.7 10.7 is intended to or shall impair the obligations of Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.110. 1. Nothing contained in this Section 12.7 10.7 shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, Fees and expenses with respect thereto for which such Borrower shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers against other Credit Parties under this Section 12.7 10.7 shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of the Commitments.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower Guarantor shall make a payment under this Section 12 2.11 of all or any of the Secured Obligations (other than Loans made to that Borrower for which it is primarily liable) has agreed to guarantee pursuant hereto (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other BorrowerGuarantor, exceeds the amount that such Borrower Guarantor would otherwise have paid if each Borrower Guarantor had paid the aggregate Secured Obligations satisfied by such Guarantor Payment in the same proportion that such BorrowerGuarantor’s “Allocable Amount” Amount (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the CommitmentsSecured Obligations, such Borrower Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “Allocable Amount” of any Borrower Guarantor shall be equal to the maximum amount of the claim that could then be recovered from such Borrower Guarantor under this Section 12 2 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 2.11 is intended only to define the relative rights of Borrowers Guarantors and nothing set forth in this Section 12.7 2.11 is intended to or shall impair the obligations of BorrowersGuarantors, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.12.01. Nothing contained in this Section 12.7 2.11 shall limit the liability of any Borrower Seller to pay the Loans made directly or indirectly payments owing from it to that Borrower and accrued interest, Fees and expenses with respect thereto the Purchaser for which such Borrower Seller shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower Guarantor to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers Guarantors against other Credit Parties Grantors under this Section 12.7 2.11 shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of the CommitmentsSecured Obligations.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower shall make a payment under this Section 12 of all or any of the Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the Commitments, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “Allocable Amount” of any Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Borrower under this Section 12 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 is intended only to define the relative rights of Borrowers and nothing set forth in this Section 12.7 is intended to or shall impair the obligations of Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.1. Nothing contained in this Section 12.7 shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, Fees and expenses with respect thereto for which such Borrower shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification indemnfication hereunder shall constitute assets of the Borrower to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers against other Credit Parties under this Section 12.7 shall be exercisable upon the full and indefeasible payment in full in cash of the Obligations and the termination of the CommitmentsCommitments and Letters of Credit (or the cash collateralization or backing with standby letters of credit of all Letters of Credit in accordance with Annex B).

Contribution with Respect to Guaranty Obligations. (ai) To the extent that any Borrower shall make a payment under this Section 12 of all or any of (the Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “Guarantor PaymentOverpaying Borrower”) that, taking into account all other Guarantor Payments then previously or concurrently made by incurs (i) any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment payment in the same proportion that such Borrower’s “excess of its Allocable Amount” , or (as defined belowii) (as determined immediately prior to such Guarantor Payment) bore a loss of its Collateral due to the aggregate Allocable Amounts foreclosure (or other realization by lenders) of, or the delivery of each deeds in lieu of foreclosure relating to it Collateral, and the Borrowers as determined immediately prior to the making value of such Guarantor PaymentCollateral exceeded its Allocable Share (the “Overpayment Amount”), thenthen such Overpaying Borrower shall be entitled, following after indefeasible payment in full in cash and the satisfaction of all Obligations to Lenders under the Credit Agreement, to contribution from each of the Obligations benefited Borrowers, on a pro rata basis, for the amounts so paid, advanced or benefited, in an amount equal to the difference between the Overpayment Amount and termination of the Commitments, such Borrower benefited Borrower’s then current Allocable Amount. Any such contribution payments shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Paymentmade within ten (10) Business Days after demand therefor. (b) As of any date of determination, the “Allocable Amount” of any Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Borrower under this Section 12 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (cii) This Section 12.7 2.12(j) is intended only to define the relative rights of Borrowers and nothing set forth in this Section 12.7 2.12(j) is intended to or shall impair the obligations of Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.12.12(a) above. Nothing contained in this Section 12.7 2.12(j) shall limit the liability of any Borrower to pay all or any part of the Loans Loan made directly or indirectly to that Borrower and accrued interest, Fees fees and expenses with respect thereto for which such Borrower shall be primarily liable. (diii) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower to which such contribution and indemnification is owing. (eiv) The rights of the indemnifying Borrowers against other Credit Parties Borrowers under this Section 12.7 2.12(j) shall be exercisable only upon the full and indefeasible payment of the Obligations and the termination of the CommitmentsObligations.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower shall make a payment under this Section 12 of all or any of the Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the Commitments, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “Allocable Amount” of any Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Borrower under this Section 12 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 is intended only to define the relative rights of Borrowers and nothing set forth in this Section 12.7 is intended to or shall impair the obligations of Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.1. Nothing contained in this Section 12.7 shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, Fees and expenses with respect thereto for which such Borrower shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers against other Credit Parties under this Section 12.7 shall be exercisable upon the full and indefeasible payment in full in cash of the Obligations and the termination of the CommitmentsCommitments and Letters of Credit (or the cash collateralization or backing with standby letters of credit of all Letters of Credit in accordance with Annex B).

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower Guarantor shall make a payment under this Section 12 Article IX of all or any of the Secured Obligations (other than Loans made to that Guarantor as a Borrower for which it is primarily liable) (a “Guarantor Payment”"GUARANTOR PAYMENT") thatwhich, taking into account all other Guarantor Payments then previously or concurrently made by any other BorrowerGuarantor, exceeds the amount that which such Borrower Guarantor would otherwise have paid if each Borrower Guarantor had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “Guarantor's "Allocable Amount” " (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the Commitments, such Borrower Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “Allocable Amount” "ALLOCABLE AMOUNT" of any Borrower Guarantor shall be equal to the maximum amount of the claim that which could then be recovered from such Borrower Guarantor under this Section 12 Article IX without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 9.9 is intended only to define the relative rights of Borrowers the Guarantors and nothing set forth in this Section 12.7 9.9 is intended to or shall impair the obligations of Borrowersthe Guarantors, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.19. 1. Nothing contained in this Section 12.7 9.9 shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, Fees fees and expenses with respect thereto for which such Borrower shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower Guarantor to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers Guarantors against other Credit Parties Borrowers or Guarantors under this Section 12.7 9.9 shall be exercisable upon the full and indefeasible payment of the Secured Obligations and the termination of the Commitments.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower shall make a payment under this Section 12 Article IX of all or any of the Obligations (other than Loans the portion of the Loan made to that Borrower for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the CommitmentsObligations, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “Allocable Amount” of any Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Borrower under this Section 12 Article IX without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 9.07 is intended only to define the relative rights of Borrowers and nothing set forth in this Section 12.7 9.07 is intended to or shall impair the obligations of Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.19.01. Nothing contained in this Section 12.7 9.07 shall limit the liability of any Borrower to pay the Loans portion of the Loan made directly or indirectly to that Borrower and accrued interest, Fees fees and expenses with respect thereto for which such Borrower shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower Borrowers to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers against other Credit Parties Borrowers under this Section 12.7 9.07 shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of the CommitmentsObligations.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower Guarantor shall make a payment under this Section 12 of all or any of the Obligations (other than Loans made to that Borrower for which it is primarily liable) Guaranty (a “Guarantor Payment”"GUARANTOR PAYMENT") thatwhich, taking into account all other Guarantor Payments then previously or concurrently made by any other BorrowerGuarantor, exceeds the amount that which such Borrower Guarantor would otherwise have paid if each Borrower Guarantor had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “Guarantor's "Allocable Amount” " (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers Guarantors as determined immediately prior to the making of such Guarantor Payment, thenTHEN, following indefeasible payment in full in cash of the Obligations and termination or expiration of the CommitmentsCommitments under the Credit Agreement, such Borrower Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower Guarantor for the amount of such excess, pro rata PRO RATA based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “Allocable Amount” "ALLOCABLE AMOUNT" of any Borrower Guarantor shall be equal to the maximum amount of the claim that which could then be recovered from such Borrower Guarantor under this Section 12 Guaranty without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 SECTION 9 is intended only to define the relative rights of Borrowers the Guarantors and nothing set forth in this Section 12.7 SECTION 9 is intended to or shall impair the obligations of Borrowersthe Guarantors, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.1. Nothing contained in this Section 12.7 shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, Fees and expenses with respect thereto for which such Borrower shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower Guarantor to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers Guarantors against other Credit Parties Guarantors under this Section 12.7 SECTION 9 shall be exercisable upon the full and indefeasible payment of the Obligations and the termination or expiration of the CommitmentsCommitments under the Credit Agreement.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower of You shall make a payment under this Section 12 of all or any of the Secured Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrowersuch Person, exceeds the amount that such Borrower Person would otherwise have paid if each Borrower of You had paid the aggregate Secured Obligations satisfied by such Guarantor Payment in the same proportion that such BorrowerPerson’s “Allocable Amount” Amount (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each all of the Borrowers You as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Secured Obligations and termination of the CommitmentsOur obligation to fund Advances, such Borrower Person shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each the other Borrower of You for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) . • As of any date of determination, the “Allocable Amount” of any Borrower of You shall be equal to the maximum amount of the claim that could then be recovered from such Borrower Person under this Section 12 section without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) . • This Section 12.7 subsection is intended only to define the relative rights of Borrowers each of You and nothing set forth in this Section 12.7 subsection is intended to or shall impair the obligations of Borrowerseach of You, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.1subsection “Cross-Guaranty” above. Nothing contained in this Section 12.7 subsection shall limit the liability of any Borrower of You to pay the Loans Advances made directly or indirectly to that Borrower You and accrued interest, Fees fees and expenses with respect thereto thereto, for which such Borrower You shall be primarily liable. (d) . • The parties Parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower Person to which such contribution and indemnification is owing. (e) . • The rights of the indemnifying Borrowers Persons against other Credit Parties Persons under this Section 12.7 subsection shall be exercisable upon the full and indefeasible payment of the Secured Obligations and the termination of the Commitments.Our obligation to fund Advances. Growth Capital Loan - ENDOCHOICE 16

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower of You shall make a payment under this Section 12 of all or any of the Secured Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrowersuch Person, exceeds the amount that such Borrower Person would otherwise have paid if each Borrower of You had paid the aggregate Secured Obligations satisfied by such Guarantor Payment in the same proportion that such BorrowerPerson’s “Allocable Amount” Amount (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each all of the Borrowers You as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment Payment in full in cash Full of the Obligations and termination of the CommitmentsSecured Obligations, such Borrower Person shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each the other Borrower of You for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) . · As of any date of determination, the “Allocable Amount” of any Borrower of You shall be equal to the maximum amount of the claim that could then be recovered from such Borrower Person under this Section 12 section without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) . · This Section 12.7 subsection is intended only to define the relative rights of Borrowers each of You and nothing set forth in this Section 12.7 subsection is intended to or shall impair the obligations of Borrowerseach of You, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.1subsection “Cross-Guaranty” above. Nothing contained in this Section 12.7 subsection shall limit the liability of any Borrower of You to pay the Loans Advances made directly or indirectly to that Borrower You and accrued interest, Fees fees and expenses with respect thereto thereto, for which such Borrower You shall be primarily liable. (d) . · The parties Parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower Person to which such contribution and indemnification is owing. (e) . · The rights of the indemnifying Borrowers Persons against other Credit Parties Persons under this Section 12.7 subsection shall be exercisable upon the full and indefeasible payment Payment in Full of the Obligations and the termination of the CommitmentsSecured Obligations.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower shall make a payment under this Section 12 9 of all or any of the Obligations (other than Loans Advances made to that Borrower for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the CommitmentsTermination Date, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “Allocable Amount” of any Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Borrower under this Section 12 9 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 9.7 is intended only to define the relative rights of Borrowers and nothing set forth in this Section 12.7 9.7 is intended to or shall impair the obligations of Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.19.1. Nothing contained in this Section 12.7 9.10 shall limit the liability of any Borrower to pay the Loans Advances made directly or indirectly to that Borrower and accrued interest, Fees fees and expenses with respect thereto for which such Borrower shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers against other Credit Parties under this Section 12.7 9.7 shall be exercisable upon from and after the full and indefeasible payment of the Obligations and the termination of the CommitmentsTermination Date.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower Loan Party shall make a payment under this Section 12 Article III of all or any of the Obligations (other than Loans (i) Advances made to that a Borrower for which it is primarily liableliable and (ii) the Obligations of such Loan Party as a counterparty under any Secured Hedge Agreement or direct obligor under any Bank Product Document or Secured Supply Chain Financing) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other BorrowerLoan Party, exceeds the amount that such Borrower Loan Party would otherwise have paid if each Borrower Loan Party had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such BorrowerLoan Party’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers Loan Party as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the CommitmentsRelease Date, such Borrower Loan Party shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower Loan Party for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “Allocable Amount” of any Borrower Loan Party shall be equal to the maximum amount of the claim that could then be recovered from such Borrower Loan Party under this Section 12 Article III without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 3.07 is intended only to define the relative rights of Borrowers the Loan Parties and nothing set forth in this Section 12.7 3.07 is intended to or shall impair the obligations of Borrowersthe Loan Parties, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of of, and subject to the limitations contained in, this Agreement, including Section 12.13.01. Nothing contained in this Section 12.7 3.07 shall limit the liability of any Borrower to pay the Loans Advances made directly or indirectly to that Borrower and accrued interest, Fees fees and expenses with respect thereto for which such Borrower shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower Loan Parties to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers Loan Parties against other Credit Loan Parties under this Section 12.7 3.07 shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of the CommitmentsRelease Date.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower shall make a payment under this Section 12 11 of all or any of the Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “"Guarantor Payment”") thatwhich, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower, exceeds the amount that which such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “'s "Allocable Amount” " (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the Commitments, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “"Allocable Amount” " of any Borrower shall be equal to the maximum amount of the claim that which could then be recovered from such Borrower under this Section 12 11 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the United States Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 11.7 is intended only to define the relative rights of Borrowers and nothing set forth in this Section 12.7 11.7 is intended to or shall impair the obligations of Borrowers, jointly and severally, each Borrower to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.111. 1. Nothing contained in this Section 12.7 1.7 shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, Fees and expenses with respect thereto for which such Borrower shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers against other Credit Parties under this Section 12.7 11.7 shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of the CommitmentsLender's obligation to extend any credit under this Agreement.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower shall make a payment under this Section 12 8 of all or any of the Obligations Liabilities (other than Loans made directly to that Borrower for which it is primarily liableBorrower) (a “Guarantor Payment”"GUARANTOR PAYMENT") that, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower, that exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations Liabilities satisfied by such Guarantor Payment in the same proportion that such Borrower’s “'s "Allocable Amount” " (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations Liabilities and termination of the Commitments, ) such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) . As of any date of determination, the “Allocable Amount” "ALLOCABLE AMOUNT" of any Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Borrower under this Section 12 8.7 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) . This Section 12.7 8.7 is intended only to define the relative rights of Borrowers and nothing set forth in this Section 12.7 8.7 is intended to or shall impair the obligations of Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.1. Nothing contained in this Section 12.7 shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, Fees and expenses with respect thereto for which such Borrower shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers against other Credit Parties under this Section 12.7 shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of the Commitments.and

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Co-Borrower shall make a payment under this Section 12 Article XI of all or any of the Secured Obligations (other than Loans made to that Co-Borrower for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other Co-Borrower, exceeds the amount that such Co-Borrower would otherwise have paid if each Co-Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Co-Borrower’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Co-Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Secured Obligations and termination of the Commitments, such Co-Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Co-Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “Allocable Amount” of any Co-Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Co-Borrower under this Section 12 Article XI without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 11.07 is intended only to define the relative rights of Co-Borrowers and nothing set forth in this Section 12.7 11.07 is intended to or shall impair the obligations of Co-Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.111.01. Nothing contained in this Section 12.7 11.07 shall limit the liability of any Co-Borrower to pay the Loans made directly or indirectly to that Co-Borrower and accrued interest, Fees fees and expenses with respect thereto for which such Co-Borrower shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Co-Borrower to which such contribution and indemnification is owing. (e) The rights of the indemnifying Co-Borrowers against other Credit Parties Co- Borrowers under this Section 12.7 11.07 shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of the Commitments.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower shall make a payment under this Section 12 2.13 of all or any of the Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment Payment in full Full (other than contingent indemnification obligations) in cash of the Obligations and termination of the Commitments, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “Allocable Amount” of any Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Borrower under this Section 12 2.13 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 2.13.7 is intended only to define the relative rights of Borrowers and nothing set forth in this Section 12.7 2.13.7 is intended to or shall impair the obligations of Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.1. 2.13.1 Nothing contained in this Section 12.7 2.13.7 shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, Fees fees and expenses with respect thereto for which such Borrower shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the each Borrower to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers against other Credit Loan Parties under this Section 12.7 2.13.7 shall be exercisable upon the full and indefeasible payment Payment in Full (other than contingent indemnification obligations) of the Obligations and the termination of the Commitments.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower shall make a payment under this Section 12 ARTICLE 9 of all or any of the Obligations obligations under the Transaction Documents (other than Loans financial accommodations made to that Borrower for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations obligations under the Transaction Documents satisfied by such Guarantor Payment in the same proportion that such Borrower’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations obligations under the Transaction Documents and termination of the CommitmentsTransaction Documents (including all commitments (if any) to lend hereunder), such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “Allocable Amount” of any Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Borrower under this Section 12 ARTICLE 9 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 9.7 is intended only to define the relative rights of Borrowers and nothing set forth in this Section 12.7 9.7 is intended to or shall impair the obligations of Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.19.1. Nothing contained in this Section 12.7 9.7 shall limit the liability of any Borrower to pay the Loans financial accommodations made directly or indirectly to that Borrower and accrued interest, Fees fees and expenses with respect thereto for which such Borrower shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers against other Credit Parties Borrowers under this Section 12.7 9.7 shall be exercisable upon the full and indefeasible payment of the Obligations obligations under the Transaction Documents and the termination of the CommitmentsTransaction Documents.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower Credit Party shall make a payment under this Section 12 Article X of all or any of the Obligations (other than Loans made to that Borrower Credit Party for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other BorrowerCredit Party, exceeds the amount that such Borrower Credit Party would otherwise have paid if each Borrower Credit Party had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such BorrowerCredit Party’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers Credit Parties as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the Commitments, such Borrower Credit Party shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower Credit Party for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “Allocable Amount” of any Borrower Credit Party shall be equal to the maximum amount of the claim that could then be recovered from such Borrower Credit Party under this Section 12 Article X without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 10.07 is intended only to define the relative rights of Borrowers the Credit Parties and nothing set forth in this Section 12.7 10.07 is intended to or shall impair the obligations of Borrowersthe Credit Parties, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.110.01. Nothing contained in this Section 12.7 10.07 shall limit the liability of any Borrower Credit Party to pay the Loans made directly or indirectly to that Borrower Credit Party and accrued interest, Fees fees and expenses with respect thereto for which such Borrower Credit Party shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower Credit Party to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers Credit Parties against other Credit Parties under this Section 12.7 10.07 shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of the Commitments.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower shall make a payment under this Section 12 of all or any of the Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “"Guarantor Payment”") that, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “'s "Allocable Amount” " (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the Commitments, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “"Allocable Amount” " of any Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Borrower under this Section 12 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 is intended only to define the relative rights of Borrowers and nothing set forth in this Section 12.7 is intended to or shall impair the obligations of Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.1. Nothing contained in this Section 12.7 shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, Fees and expenses with respect thereto for which such Borrower shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers against other Credit Parties under this Section 12.7 shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of the Commitments.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower shall make a payment under this Section 12 of all or any of the Obligations (other than Loans the Revolving Loan made to that Borrower for which it is primarily liable) (a “"Guarantor Payment”") that, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “'s "Allocable Amount” " (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the Commitments, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “"Allocable Amount” " of any Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Borrower under this Section 12 without rendering such claim void or voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 is intended only to define the relative rights of Borrowers and nothing set forth in this Section 12.7 is intended to or shall impair the obligations of Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.112. 1. Nothing contained in this Section 12.7 shall limit the liability of any Borrower to pay the Loans Revolving Loan made directly or indirectly to that Borrower and accrued interest, Fees and expenses with respect thereto for which such Borrower shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers against other Credit Parties under this Section 12.7 shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of the Commitments.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower shall make a payment under this Section 12 of all or any of the Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and Obligations, termination of the CommitmentsCommitments and the passage of the applicable preference period, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “Allocable Amount” of any Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Borrower under this Section 12 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 is intended only to define the relative rights of Borrowers and nothing set forth in this Section 12.7 is intended to or shall impair the obligations of Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.1. Nothing contained in this Section 12.7 shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, Fees and expenses with respect thereto for which such Borrower shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers against other Credit Parties under this Section 12.7 shall be exercisable upon the full and indefeasible payment of the Obligations and Obligations, the termination of the CommitmentsCommitments and the passage of the applicable preference period.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower Guarantor shall make a payment under this Section 12 2.11 of all or any of the Obligations (other than Loans made to that Borrower for which it is primarily liable) has agreed to guarantee pursuant hereto (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other BorrowerGuarantor, exceeds the amount that such Borrower Guarantor would otherwise have paid if each Borrower Guarantor had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such BorrowerGuarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the Commitments, such Borrower Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “Allocable Amount” of any Borrower Guarantor shall be equal to the maximum amount of the claim that could then be recovered from such Borrower Guarantor under this Section 12 2 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 2.11 is intended only to define the relative rights of Borrowers Guarantors and nothing set forth in this Section 12.7 2.11 is intended to or shall impair the obligations of BorrowersGuarantors, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.12.1. Nothing contained in this Section 12.7 2.11 shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower Loan and accrued interest, Fees fees and expenses with respect thereto for which such Borrower shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower Guarantor to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers Guarantors against other Credit Loan Parties under this Section 12.7 2.11 shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of the Commitments.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any the Borrower shall make a payment under this Section 12 Article 18 of all or any of the Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each the Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers Borrower as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the Commitments, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “Allocable Amount” of any the Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Borrower under this Section 12 Article 18 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 18.7 is intended only to define supplement the relative rights of Borrowers Borrower and nothing set forth in this Section 12.7 18.7 is intended to or shall impair the obligations of BorrowersBorrower, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.118.1. Nothing contained in this Section 12.7 18.7 shall limit the liability of any the Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, Fees fees and expenses with respect thereto for which such Borrower shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder or that may otherwise exist shall constitute assets of the Borrower to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers against other Credit Parties under this Section 12.7 contribution and indemnification hereunder or that may otherwise exist shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of the Commitments.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower Company shall make a payment under this Section 12 ARTICLE 9 of all or any of the Obligations obligations under the Transaction Documents (other than Loans financial accommodations made to that Borrower Company for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other BorrowerCompany, exceeds the amount that such Borrower Company would otherwise have paid if each Borrower Company had paid the aggregate Obligations obligations under the Transaction Documents satisfied by such Guarantor Payment in the same proportion that such BorrowerCompany’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers Companies as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations obligations under the Transaction Documents and termination of the CommitmentsTransaction Documents, such Borrower Company shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower Company for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “Allocable Amount” of any Borrower Company shall be equal to the maximum amount of the claim that could then be recovered from such Borrower Company under this Section 12 ARTICLE 9 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 9.7 is intended only to define the relative rights of Borrowers Companies and nothing set forth in this Section 12.7 9.7 is intended to or shall impair the obligations of BorrowersCompanies, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.19.1. Nothing contained in this Section 12.7 9.7 shall limit the liability of any Borrower Company to pay the Loans financial accommodations made directly or indirectly to that Borrower Company and accrued interest, Fees fees and expenses with respect thereto for which such Borrower Company shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower Company to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers Companies against other Credit Parties Companies under this Section 12.7 9.7 shall be exercisable upon the full and indefeasible payment of the Obligations obligations under the Transaction Documents and the termination of the CommitmentsTransaction Documents.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower Credit Party shall make a payment under this Section 12 of all or any of the Obligations (other than Loans made to that Borrower Credit Party for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other BorrowerCredit Party, exceeds the amount that such Borrower Credit Party would otherwise have paid if each Borrower Credit Party had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such BorrowerCredit Party’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers Credit Parties as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the Commitments, such Borrower Credit Party shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower Credit Party for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “Allocable Amount” of any Borrower Credit Party shall be equal to the maximum amount of the claim that could then be recovered from such Borrower Credit Party under this Section 12 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 is intended only to define the relative rights of Borrowers Credit Parties and nothing set forth in this Section 12.7 is intended to or shall impair the obligations of BorrowersCredit Parties, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.1. Nothing contained in this Section 12.7 shall limit the liability of any Borrower Credit Party to pay the Loans made directly or indirectly to that Borrower Credit Party and accrued interest, Fees and expenses with respect thereto for which such Borrower Credit Party shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower Credit Party to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers Credit Parties against other Credit Parties under this Section 12.7 shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of the Commitments.

Contribution with Respect to Guaranty Obligations. (ai) To the extent that any Borrower shall make a payment under this Section 12 13.02 of all or any of the Obligations (other than Loans made to that Borrower for which it is primarily liable) (a ““ Guarantor PaymentPayment ”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the Commitments, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (bii) As of any date of determination, the ““ Allocable AmountAmount ” of any Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Borrower under this Section 12 13.02 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (ciii) This Section 12.7 13.02(g) is intended only to define the relative rights of Borrowers and nothing set forth in this Section 12.7 13.02(g) is intended to or shall impair the obligations of Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.113.02(a) . Nothing contained in this Section 12.7 13.02(g) shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, Fees fees and expenses with respect thereto for which such Borrower shall be primarily liable. (div) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower to which such contribution and indemnification is owing. (ev) The rights of the indemnifying Borrowers against other Credit Parties Borrowers under this Section 12.7 13.02(g) shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of the Commitments.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower shall make a payment under this Section Article 12 of all or any of the Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and Obligations, termination of the CommitmentsCommitments and the passage of the applicable preference period, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “Allocable Amount” of any Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Borrower under this Section Article 12 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 is intended only to define the relative rights of the Borrowers and nothing set forth in this Section 12.7 is intended to or shall impair the obligations of the Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.1. Nothing contained in this Section 12.7 shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that such Borrower and accrued interest, Fees fees and expenses with respect thereto for which such Borrower shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower Borrowers to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers against other Credit Loan Parties under this Section 12.7 shall be exercisable upon the full and indefeasible final payment of the Obligations and Obligations, the termination of the CommitmentsCommitments and the passage of the applicable preference period.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower shall make a payment under this Section 12 of all or any of the Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “"Guarantor Payment”") that, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “'s "Allocable Amount” " (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the Revolving Loan Commitments, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “"Allocable Amount” " of any Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Borrower under this Section 12 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 is intended only to define the relative rights of Borrowers and nothing set forth in this Section 12.7 is intended to or shall impair the obligations of Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.112. 1. Nothing contained in this Section 12.7 shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, Fees and expenses with respect thereto for which such Borrower shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers against other Credit Parties under this Section 12.7 shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of the Revolving Loan Commitments.

Contribution with Respect to Guaranty Obligations. (ai) To the extent that any Borrower shall make a payment under this Section 12 9.15 of all or any of the Obligations (other than Obligations related to Loans and other extensions of credit made directly or indirectly to that Borrower, or on such Borrower’s behalf, in which case such Borrower for which it is shall be primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the Commitments, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (bii) As of any date of determination, the “Allocable Amount” of any Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Borrower under this Section 12 9.15 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (ciii) This Section 12.7 9.15(g) is intended only to define the relative rights of Borrowers and nothing set forth in this Section 12.7 9.15(g) is intended to or shall impair the obligations of Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.19.15(a) of this Agreement. Nothing contained in this Section 12.7 9.15(g) shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower Borrower, or on such Borrower’s behalf, and accrued interest, Fees fees and expenses with respect thereto for which such Borrower shall be primarily liable. (div) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower to which such contribution and indemnification is owing. (ev) The rights of the indemnifying Borrowers against other Credit Parties Borrowers under this Section 12.7 9.15 shall be exercisable on or after the Termination Date, but shall in all respects be subordinate to any Obligations owing to the Lenders. (vi) The liability of Borrowers under this Section 9.15 is in addition to and shall be cumulative with all liabilities of each Borrower to the Agent and Lenders under this Agreement and the other Loan Documents to which such Borrower is a party or in respect of any Obligations or obligation of the other Borrower, without any limitation as to amount, unless the instrument or agreement evidencing or creating such other liability specifically provides to the contrary. (vii) If acceleration of the time for payment of any amount payable by the Borrowers under this Agreement is stayed upon the full and indefeasible payment insolvency, bankruptcy or reorganization of any of the Obligations Borrowers, all such amounts otherwise subject to acceleration under the terms of this Agreement shall nonetheless be payable jointly and severally by the Borrower hereunder forthwith on demand by the Agent made at the request of the Required Lenders. (viii) All of the Borrowers and the termination Entities are engaged in related businesses and integrated to such an extent that the financial strength and flexibility of each such Person has a direct impact on the Commitmentssuccess of each other Person. Each Borrower and each Entity will derive substantial direct and indirect benefit from the extension of credit hereunder.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower Guarantor shall make a payment under this Section 12 2.11 of all or any of the Secured Obligations (other than Loans made to that Borrower for which it is primarily liable) has agreed to guarantee pursuant hereto (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other BorrowerGuarantor, exceeds the amount that such Borrower Guarantor would otherwise have paid if each Borrower Guarantor had paid the aggregate Secured Obligations satisfied by such Guarantor Payment in the same proportion that such BorrowerGuarantor’s “Allocable Amount” Amount (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the CommitmentsSecured Obligations, such Borrower Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “Allocable Amount” of any Borrower Guarantor shall be equal to the maximum amount of the claim that could then be recovered from such Borrower Guarantor under this Section 12 2 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 2.11 is intended only to define the relative rights of Borrowers Guarantors and nothing set forth in this Section 12.7 2.11 is intended to or shall impair the obligations of BorrowersGuarantors, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.12.01. Nothing contained in this Section 12.7 shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, Fees and expenses with respect thereto for which such Borrower shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers against other Credit Parties under this Section 12.7 shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of the Commitments.this

Contribution with Respect to Guaranty Obligations. (a) To the extent that any the Borrower shall make a payment under this Section 12 Article XVIII of all or any of the Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each the Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers Borrower as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the Commitments, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “Allocable Amount” of any the Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Borrower under this Section 12 Article XVIII without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 18.7 is intended only to define supplement the relative rights of Borrowers Borrower and nothing set forth in this Section 12.7 18.7 is intended to or shall impair the obligations of BorrowersBorrower, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.118.1. Nothing contained in this Section 12.7 18.7 shall limit the liability of any the Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, Fees fees and expenses with respect thereto for which such Borrower shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder or that may otherwise exist shall constitute assets of the Borrower to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers against other Credit Parties under this Section 12.7 contribution and indemnification hereunder or that may otherwise exist shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of the Commitments.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower Loan Party shall make a payment under this Section 12 13 of all or any of the Obligations (other than Term Loans made to that Borrower Loan Party, for which it is primarily liable) (a “Guarantor Payment”) thatwhich, taking into account all other Guarantor Payments then previously or concurrently made by any other BorrowerLoan Party, exceeds the amount that which such Borrower Loan Party would otherwise have paid if each Borrower Loan Party had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such BorrowerLoan Party’s “Allocable Amount” Amount (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers Loan Parties as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash the occurrence of the Obligations and termination of the CommitmentsTermination Date, such Borrower Loan Party shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower Loan Party for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “Allocable Amount” of any Borrower Loan Parties shall be equal to the maximum amount of the claim that which could then be recovered from such Borrower Loan Parties under this Section 12 13 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the United States Bankruptcy Code Code, as amended or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 13.7 is intended only to define the relative rights of Borrowers Loan Parties and nothing set forth in this Section 12.7 13.7 is intended to or shall impair the obligations of BorrowersLoan Parties, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.113.1. Nothing contained in this Section 12.7 13.7 shall limit the liability of any Borrower Loan Party to pay the Term Loans made directly or indirectly to that Borrower Loan Party and accrued interest, Fees fees, expenses and expenses all other Obligations with respect thereto for which such Borrower Loan Party shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower Loan Party to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers Loan Parties against other Credit Loan Parties under this Section 12.7 13.7 shall be exercisable upon and after the full and indefeasible payment of the Obligations and the termination of the CommitmentsTermination Date.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower shall make a payment under this Section 12 2.13 of all or any of the Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment Payment in full Full (other than contingent indemnification obligations) in cash of the Obligations and termination of the Commitments, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “Allocable Amount” of any Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Borrower under this Section 12 2.13 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 2.13.7 is intended only to define the relative rights of Borrowers and nothing set forth in this Section 12.7 2.13.7 is intended to or shall impair the obligations of Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.12.13.1. Nothing contained in this Section 12.7 2.13.7 shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, Fees fees and expenses with respect thereto for which such Borrower shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the each Borrower to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers against other Credit Loan Parties under this Section 12.7 2.13.7 shall be exercisable upon the full and indefeasible payment Payment in Full (other than contingent indemnification obligations) of the Obligations and the termination of the Commitments.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower shall make a payment under this Section 12 13 of all or any of the Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other BorrowerCredit Party, exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such BorrowerCredit Party’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers Credit Parties as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the Commitments, such Borrower Credit Party shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower Credit Party for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “Allocable Amount” of any Borrower Credit Party shall be equal to the maximum amount of the claim that could then be recovered from such Borrower Credit Party under this Section 12 13 without rendering such claim voidable or avoidable under [Section 548 of Chapter 11 of the Bankruptcy Code Code] or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 13.7 is intended only to define the relative rights of Borrowers and nothing set forth in this Section 12.7 13.7 is intended to or shall impair the obligations of Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.113.1. Nothing contained in this Section 12.7 13.7 shall limit the liability of any that Borrower to pay the Loans made directly or indirectly to that such Borrower and accrued interest, Fees and expenses with respect thereto for which such Borrower shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower Borrowers to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers against other Credit Parties under this Section 12.7 13.7 shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of the Commitments.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower shall make a payment under this Section 12 of all or any of the Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the Commitments, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “Allocable Amount” of any Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Borrower under this Section 12 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 is intended only to define the relative rights of Borrowers and nothing set forth in this Section 12.7 is intended to or shall impair the obligations of Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.112.1 and the restrictions therein. Nothing contained in this Section 12.7 shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, Fees and expenses with respect thereto for which such Borrower shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers against other Credit Parties under this Section 12.7 shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of the Commitments.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower Loan Party shall make a payment under this Section 12 of all or any of the Secured Obligations (other than Loans made to that Borrower Loan Party for which it is primarily liable) (a “Guarantor Payment”) thatwhich, taking into account all other Guarantor Payments then previously or concurrently made by any other BorrowerLoan Party, exceeds the amount that which such Borrower Loan Party would otherwise have paid if each Borrower Loan Party had paid the aggregate Secured Obligations satisfied by such Guarantor Payment in the same proportion that such BorrowerLoan Party’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers Loan Parties as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible the occurrence of the full and final payment in full in cash Cash of all of the Secured Obligations and termination of the Commitments(other than inchoate obligations), such Borrower Loan Party shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower Loan Party for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “Allocable Amount” of any Borrower Loan Parties shall be equal to the maximum amount of the claim that which could then be recovered from such Borrower Loan Parties under this Section 12 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the United States Bankruptcy Code Code, as amended or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 is intended only to define the relative rights of Borrowers Loan Parties and nothing set forth in this Section 12.7 is intended to or shall impair the obligations of BorrowersLoan Parties, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.1. Nothing contained in this Section 12.7 shall limit the liability of any Borrower Loan Party to pay the Loans made directly or indirectly to that Borrower Loan Party and accrued interest, Fees fees, expenses and expenses all other Secured Obligations with respect thereto for which such Borrower Loan Party shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower Loan Party to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers Loan Parties against other Credit Loan Parties under this Section 12.7 shall be exercisable upon and after the full and indefeasible final payment in Cash of all of the Secured Obligations and the termination of the Commitments(other than inchoate obligations).

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower Guarantor shall make a payment under this Section 12 Article IX of all or any of the Secured Obligations (other than Loans made to that Guarantor as a Borrower for which it is primarily liable) (a “"Guarantor Payment”") thatwhich, taking into account all other Guarantor Payments then previously or concurrently made by any other BorrowerGuarantor, exceeds the amount that which such Borrower Guarantor would otherwise have paid if each Borrower Guarantor had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “Guarantor's "Allocable Amount” " (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the Commitments, such Borrower Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “"Allocable Amount” " of any Borrower Guarantor shall be equal to the maximum amount of the claim that which could then be recovered from such Borrower Guarantor under this Section 12 Article IX without rendering such claim voidable or avoidable under 109 119 Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 9.9 is intended only to define the relative rights of Borrowers the Guarantors and nothing set forth in this Section 12.7 9.9 is intended to or shall impair the obligations of Borrowersthe Guarantors, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.19. 1. Nothing contained in this Section 12.7 9.9 shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, Fees fees and expenses with respect thereto for which such Borrower shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower Guarantor to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers Guarantors against other Credit Parties Borrowers or Guarantors under this Section 12.7 9.9 shall be exercisable upon the full and indefeasible payment of the Secured Obligations and the termination of the Commitments.

Contribution with Respect to Guaranty Obligations. (aA) To the extent that any Borrower or Guarantor shall make a payment under this Section 12 11 of all or any of the Obligations (other than Loans made to that Borrower for which it such Borrower or Guarantor is not primarily liable) liable (a “"Guarantor Payment”") thatwhich, taking into account all other Guarantor Payments then previously or concurrently made by any the other BorrowerBorrower and Guarantors, exceeds the amount that which such Borrower or Guarantor would otherwise have paid if each Borrower and Guarantor had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “'s or Guarantor's "Allocable Amount” " (as defined below) (as determined in effect immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the all Borrowers as determined and Guarantors in effect immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the Commitments, then such Borrower shall be entitled to receive received contribution and indemnification payments from, and be reimbursed by, each of the other Borrower and the Guarantors for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (bB) As of any date of determination, the “"Allocable Amount” " of any Borrower or Guarantor shall be equal to the maximum amount of the claim that which could then be recovered from such Borrower or Guarantor under this Section 12 subsection 11 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (cC) This Section 12.7 subsection 11.2 is intended only to define the relative rights of Borrowers and Guarantors between them and nothing set forth in this Section 12.7 subsection 11.2 is intended to or shall impair the obligations of BorrowersBorrowers and Guarantors, jointly and severally, to Lender to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including including, without limitation, Section 12.1. Nothing 2 hereof, and nothing contained in this Section 12.7 subsection 11.2 shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, Fees and expenses with respect thereto Obligations for which such it is primarily liable or of any Borrower or Guarantor to pay its obligations under this Section 11. Accordingly, the right of any Borrower or Guarantor to receive any contribution and indemnification payment from, or to be reimbursed by, any other Borrower or Guarantor under this Section 11 shall be primarily liableunsecured and subordinated in right of payment to such other Borrower's or Guarantor's indebtedness and liability in respect of the Obligations and obligations under this Section 11. (dD) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the any Borrower or Guarantor to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers against other Credit Parties under this Section 12.7 shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of the Commitments.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower Guarantor shall make a payment under this Section 12 (a “Guarantor Payment”) of all or any of the Obligations (other than Loans financial accommodations made to that Borrower Guarantor for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the Commitments, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each the other Borrower for the Guarantors in an amount equal to a fraction of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment, the numerator of which fraction is such other Guarantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all Guarantors. (b) As of any date of determination, the “Allocable Amount” of any Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Borrower under this Section 12 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 8.8 is intended only to define the relative rights of Borrowers Guarantor and nothing set forth in this Section 12.7 8.8 is intended to or shall impair the obligations of BorrowersCredit Parties, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.18.1, the Unsecured Note and the other Transaction Documents. Nothing contained in this Section 12.7 8.8 shall limit the liability of any Borrower Credit Party to pay the Loans financial accommodations made directly or indirectly to that Borrower Credit Party and accrued interest, Fees fees and expenses with respect thereto for which such Borrower Credit Party shall be primarily liable. (dc) The parties hereto Guarantors acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower Guarantor to which such contribution and indemnification is owing. (ed) The rights Any right of contribution of any of the indemnifying Borrowers against other Credit Parties under this Section 12.7 Guarantors shall be exercisable upon subject and subordinate to the full and prior indefeasible payment in full of the Obligations (other than Unasserted Contingent Obligations) and the termination cancellation of the CommitmentsUnsecured Note.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower Obligor shall make a payment under this Section SECTION 12 of all or any of the Obligations (other than Loans Advances that were made to that Borrower for which it is primarily liable) such Obligor (any such payment, a “"Guarantor Payment”") thatwhich, taking into account all other Guarantor Payments then previously or concurrently made by any other BorrowerObligors, exceeds the amount that which such Borrower Obligor would otherwise have paid if each Borrower Obligor had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “Obligor's "Allocable Amount” " (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers Obligors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the CommitmentsObligations, such Borrower Obligor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower Obligor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “"Allocable Amount” " of any Borrower Obligor shall be equal to the maximum amount of the claim that which could then be recovered from such Borrower Obligor under this Section SECTION 12 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 SECTION 12.8 is intended only to define the relative rights of Borrowers Obligors and nothing set forth in this Section 12.7 SECTION 12.8 is intended to or shall impair the obligations of BorrowersObligors, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.1SECTION 12. 1. Nothing contained in this Section 12.7 SECTION 12.8 shall limit the liability of any Borrower Obligor to pay repay the Loans Advances made directly or indirectly to that Borrower Obligor and accrued interest, Fees fees and expenses with respect thereto for which such Borrower Obligor shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower Obligor to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers Obligors against other Credit Parties Obligors under this Section 12.7 SECTION 12.8 shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of the CommitmentsObligations.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower shall make a payment under this Section 12 11 of all or any of the Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “Guarantor Payment”) thatwhich, taking into account all other Guarantor Payments then previously or concurrently made by any the other BorrowerBorrowers, exceeds the amount that which such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the Commitments, then such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each the other Borrower Borrowers for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “Allocable Amount” of any Borrower shall be equal to the maximum amount of the claim that which could then be recovered from such Borrower under this Section 12 11 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common lawlaw of the United States, Canada or any political subdivision thereof. (c) This Section 12.7 11.11 is intended only to define the relative rights of Borrowers and nothing set forth in this Section 12.7 11.11 is intended to or shall impair the obligations of Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.1. Nothing contained in this Section 12.7 11.11 shall limit the liability of any Borrower to pay the any Loans made directly or indirectly to that Borrower and accrued interest, Fees and expenses Expenses with respect thereto for which such Borrower shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers against other Credit Parties parties under this Section 12.7 11.11 shall be exercisable upon the full from and indefeasible payment of after the Obligations and the termination of the Commitmentshave been Paid in Full.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower shall make a payment under this Section 12 of all or any of the Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “Allocable Amount” Amount (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the Revolving Loan Commitments, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “Allocable Amount” of any Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Borrower under this Section 12 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 is intended only to define the relative rights of Borrowers and nothing set forth in this Section 12.7 is intended to or shall impair the obligations of Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.1. Nothing contained in this Section 12.7 shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, Fees and expenses with respect thereto for which such Borrower shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers against other Credit Parties under this Section 12.7 shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of the Revolving Loan Commitments.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower shall make a payment under this Section 12 10 of all or any of the Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the Commitments, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “Allocable Amount” of any Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Borrower under this Section 12 10 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 10.7 is intended only to define the relative rights of Borrowers and nothing set forth in this Section 12.7 10.7 is intended to or shall impair the obligations of Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.110. 1. Nothing contained in this Section 12.7 10.7 shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, Fees and expenses with respect thereto for which such Borrower shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers against other Credit Parties under this Section 12.7 10.7 shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of the Commitments.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower Guarantor shall make a payment under this Section 12 15 of all or any of the Obligations (other than Loans made a "Guarantor Payment"), then, following the final payment in full of the Obligations and termination of the Commitments, such Guarantor shall be entitled to that receive contribution and indemnification payments from and be reimbursed, by, Borrower for which it is primarily liable) (a “the amount of such Guarantor Payment”) that. To the extent any Guarantor shall make a Guarantor Payment which, taking into account all other Guarantor Payments then previously or concurrently made by any other BorrowerGuarantor, exceeds the amount that which such Borrower Guarantor would otherwise have paid if each Borrower Guarantor had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “Guarantor's "Allocable Amount” " (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible the final payment in full in cash of the Obligations and termination of the Commitments, such Borrower Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “"Allocable Amount” " of ---------------- any Borrower Guarantor shall be equal to the maximum amount of the claim that which could then be recovered from such Borrower Guarantor under this Section 12 15 without rendering such ---------- claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 15.7 is intended only to define the relative ------------ rights of Borrowers Guarantors and nothing set forth in this Section 12.7 15.7 is intended to ------------ or shall impair the obligations of BorrowersObligors, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including including, in the case of the Guarantors, the other provisions of this Section 12.115. Nothing contained in this Section 12.7 15.7 shall ---------- ------------ limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, Fees and expenses with respect thereto for which such Borrower shall be primarily liableObligations. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower Guarantor to which such contribution and indemnification is owing. (e) The rights of the any indemnifying Borrowers Guarantor against other Credit Parties Obligors under this Section 12.7 15.7 shall be exercisable upon the final payment in ------------ full and indefeasible payment of the Obligations and the termination of the CommitmentsObligations.

Contribution with Respect to Guaranty Obligations. (ai) To the extent that any Borrower shall make a payment under this Section 12 2.12 of all or any of the Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “"Guarantor Payment”") that, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “'s "Allocable Amount” " (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment Payment in full Full (but in cash of the Obligations and termination of the Commitmentsno event prior to Payment in Full), such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (bii) As of any date of determination, the “"Allocable Amount” " of any Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Borrower under this Section 12 2.12 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (ciii) This Section 12.7 2.12(f) is intended only to define the relative rights of Borrowers and nothing set forth in this Section 12.7 2.12(f) is intended to or shall impair the obligations of Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.12.12(a). Nothing contained in this Section 12.7 2.12(f) shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, Fees fees and expenses with respect thereto for which such Borrower shall be primarily liable. (div) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the each Borrower to which such contribution and indemnification is owing. (ev) The rights of the indemnifying Borrowers against other Credit Loan Parties under this Section 12.7 2.12(f) shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of the CommitmentsPayment in Full.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower shall make a payment under this Section 12 SECTION 14 of all or any of the Obligations (other than Revolving Loans made to that Borrower for which it is primarily liable) (a “Guarantor Payment”"GUARANTOR PAYMENT") thatwhich, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower, exceeds the amount that which such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “'s "Allocable Amount” " (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the Commitments, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “Allocable Amount” "ALLOCABLE AMOUNT" of any Borrower shall be equal to the maximum amount of the claim that which could then be recovered from such Borrower under this Section 12 SECTION 14 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 SECTION 14.10 is intended only to define the relative rights of Borrowers and nothing set forth in this Section 12.7 SECTION 14.10 is intended to or shall impair the obligations of Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.1SECTION 14. 1. Nothing contained in this Section 12.7 SECTION 14.10 shall limit the liability of any Borrower to pay the Revolving Loans made directly or indirectly to that Borrower and accrued interest, Fees and expenses with respect thereto for which such Borrower shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers against other Credit Parties under this Section 12.7 SECTION 14.10 shall be exercisable only upon the full and indefeasible payment of the Obligations and the termination of the Commitments.

Contribution with Respect to Guaranty Obligations. (ai) To the extent that any Borrower Guarantor shall make a payment under this Section 12 9 of all or any of the Obligations (other than Loans financial accommodations made to that Borrower Guarantor for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other BorrowerGuarantor, exceeds the amount that such Borrower Guarantor would otherwise have paid if each Borrower Guarantor had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such BorrowerGuarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers Guarantor as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations (other than Unasserted Contingent Obligations) and termination of the Commitmentsthis Subordinated Note (including all commitments (if any) to lend hereunder), such Borrower Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (bii) As of any date of determination, the “Allocable Amount” of any Borrower Guarantor shall be equal to the maximum amount of the claim that could then be recovered from such Borrower Guarantor under this Section 12 9 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code Law or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (ciii) This Section 12.7 subsection(g) is intended only to define the relative rights of Borrowers Guarantor and nothing set forth in this Section 12.7 subsection(g) is intended to or shall impair the obligations of BorrowersCredit Parties, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this AgreementSubordinated Note, including Section 12.1this subsection (g) . Nothing contained in this Section 12.7 subsection(g) shall limit the liability of any Borrower Credit Party to pay the Loans financial accommodations made directly or indirectly to that Borrower Credit Party and accrued interest, Fees fees and expenses with respect thereto for which such Borrower Credit Party shall be primarily liable. (div) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower Guarantor to which such contribution and indemnification is owing. (ev) The rights of the indemnifying Borrowers Guarantor against other Credit Parties Guarantor under this Section 12.7 subsection (g) shall be exercisable upon the payment in full and indefeasible payment in cash of the Obligations (other than Unasserted Contingent Obligations) and the termination of the Commitmentsthis Subordinated Note.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower Loan Party shall make a payment under this Section 12 Article III of all or any of the Obligations (other than Loans Advances made to that Borrower for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other BorrowerLoan Party, exceeds the amount that such Borrower Loan Party would otherwise have paid if each Borrower Loan Party had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such BorrowerLoan Party’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers Loan Party as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the CommitmentsTermination Date, such Borrower Loan Party shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower Loan Party for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (ba) As of any date of determination, the “Allocable Amount” of any Borrower Loan Party shall be equal to the maximum amount of the claim that could then be recovered from such Borrower Loan Party under this Section 12 Article III without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (cb) This Section 12.7 3.07 is intended only to define the relative rights of Borrowers the Loan Parties and nothing set forth in this Section 12.7 3.07 is intended to or shall impair the obligations of Borrowersthe Loan Parties, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of of, and subject to the limitations contained in, this Agreement, including Section 12.13.01. Nothing contained in this Section 12.7 3.07 shall limit the liability of any Borrower to pay the Loans Advances made directly or indirectly to that Borrower and accrued interest, Fees fees and expenses with respect thereto for which such Borrower shall be primarily liable. (dc) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower Loan Parties to which such contribution and indemnification is owing. (ed) The rights of the indemnifying Borrowers Loan Parties against other Credit Loan Parties under this Section 12.7 3.07 shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of the Commitments.

Contribution with Respect to Guaranty Obligations. (aA) To the extent that any Borrower shall make a payment under this Section 12 of all or any of (the Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “Guarantor PaymentOverpaying Borrower”) thatincurs (i) any payment in excess of its Allocated Loan Amount, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “Allocable Amount” (as defined belowii) (as determined immediately prior to such Guarantor Payment) bore a loss of its Collateral due to the aggregate Allocable Amounts foreclosure (or other realization by Lenders) of, or the delivery of each deeds in lieu of foreclosure relating to it Collateral, and the Borrowers as determined immediately prior to the making value of such Guarantor PaymentCollateral exceeded its Allocated Loan Amount (the “Overpayment Amount”), thenthen such Overpaying Borrower shall be entitled, following after indefeasible payment in full in cash and the satisfaction of the all Obligations and termination of the Commitmentsto Lenders under this Agreement, such Borrower shall be entitled to receive contribution and indemnification payments fromfrom each benefited Borrower, and be reimbursed byon a pro rata basis, each other Borrower for the amounts so paid, advanced or benefited, in an amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “Allocable Amount” of any Borrower shall be equal to the maximum amount of difference between the claim that could Overpayment Amount and such benefited Borrower’s then current Allocated Loan Amount. Any such contribution payments shall be recovered from such Borrower under this Section 12 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law.made within ten (10) Business Days after demand therefor. LOAN AGREEMENT – Page 101[Heritage Wxxxx] (cB) This Section 12.7 12.20(j) is intended only to define the relative rights of Borrowers each Borrower and nothing set forth in this Section 12.7 12.20(j) is intended to or shall impair the obligations of BorrowersBorrower, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.112.20(a) above. Nothing contained in this Section 12.7 12.20(j) shall limit the liability of any Borrower to pay all or any part of the Loans Loan made directly or indirectly to that Borrower and accrued interest, Fees fees and expenses with respect thereto for which such Borrower shall be primarily liable. (dC) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower to which such contribution and indemnification is owing. (eD) The rights of the indemnifying Borrowers Borrower against any other Credit Parties Borrower under this Section 12.7 12.20(j) shall be exercisable only upon the full and indefeasible payment of the Obligations and the termination of the CommitmentsObligations.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower shall make a payment under this Section 12 of all or any of the Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “"Guarantor Payment”") thatwhich, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower, exceeds the amount that which such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “'s "Allocable Amount” " (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the Commitments, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “"Allocable Amount” " of any Borrower shall be equal to the maximum amount of the claim that which could then be recovered from such Borrower under this Section 12 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 is intended only to define the relative rights of Borrowers and nothing set forth in this Section 12.7 is intended to or shall impair the obligations of Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.112. 1. Nothing contained in this Section 12.7 shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, Revolving Fees and expenses with respect thereto for which such Borrower shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower Borrowers to which such contribution and indemnification is are owing. (e) The rights of the indemnifying Borrowers against other Credit Parties under this Section 12.7 shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of the Commitments.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower Loan Party shall make a payment under this Section 12 of all or any of the Obligations (other than Loans made to that Borrower Loan Party for which it is primarily liable) (a “Guarantor Payment”) thatwhich, taking into account all other Guarantor Payments then previously or concurrently made by any other BorrowerLoan Party, exceeds the amount that which such Borrower Loan Party would otherwise have paid if each Borrower Loan Party had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such BorrowerLoan Party’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers Loan Parties as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash the occurrence of the Obligations and termination of the CommitmentsTermination Date, such Borrower Loan Party shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower Loan Party for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “Allocable Amount” of any Borrower Loan Parties shall be equal to the maximum amount of the claim that which could then be recovered from such Borrower Loan Parties under this Section 12 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the United States Bankruptcy Code Code, as amended or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 is intended only to define the relative rights of Borrowers Loan Parties and nothing set forth in this Section 12.7 is intended to or shall impair the obligations of BorrowersLoan Parties, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.1. Nothing contained in this Section 12.7 shall limit the liability of any Borrower Loan Party to pay the Loans made directly or indirectly to that Borrower Loan Party and accrued interest, Fees Fees, expenses and expenses all other Obligations with respect thereto for which such Borrower Loan Party shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower Loan Party to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers Loan Parties against other Credit Loan Parties under this Section 12.7 shall be exercisable upon and after the full and indefeasible payment of the Obligations and the termination of the Commitments.Termination Date. |US-DOCS\138581207.1138581207.7||

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower Guarantor shall make a payment under this Section 12 2.11 of all or any of the Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other BorrowerGuarantor, exceeds the amount that such Borrower Guarantor would otherwise have paid if each Borrower Guarantor had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such BorrowerGuarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the Commitments, such Borrower Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “Allocable Amount” of any Borrower Guarantor shall be equal to the maximum amount of the claim that could then be recovered from such Borrower Guarantor under this Section 12 2 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 2.11 is intended only to define the relative rights of Borrowers Guarantors and nothing set forth in this Section 12.7 2.11 is intended to or shall impair the obligations of BorrowersGuarantors, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.12.1. Nothing contained in this Section 12.7 2.11 shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower Loan and accrued interest, Fees fees and expenses with respect thereto for which such Borrower shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower Guarantor to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers Guarantors against other Credit Loan Parties under this Section 12.7 2.11 shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of the Commitments.

Contribution with Respect to Guaranty Obligations. (a) Þ To the extent that any Borrower of You shall make a payment under this Section 12 of all or any of the Secured Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrowersuch Person, exceeds the amount that such Borrower Person would otherwise have paid if each Borrower of You had paid the aggregate Secured Obligations satisfied by such Guarantor Payment in the same proportion that such BorrowerPerson’s “Allocable Amount” Amount (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each all of the Borrowers You as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment Payment in full in cash Full of the Obligations and termination of the CommitmentsSecured Obligations, such Borrower Person shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each the other Borrower of You for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) . Þ As of any date of determination, the “Allocable Amount” of any Borrower of You shall be equal to the maximum amount of the claim that could then be recovered from such Borrower Person under this Section 12 section without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) . Þ This Section 12.7 subsection is intended only to define the relative rights of Borrowers each of You and nothing set forth in this Section 12.7 subsection is intended to or shall impair the obligations of Borrowerseach of You, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.1subsection “Cross-Guaranty” above. Nothing contained in this Section 12.7 subsection shall limit the liability of any Borrower of You to pay the Loans Advances made directly or indirectly to that Borrower You and accrued interest, Fees fees and expenses with respect thereto thereto, for which such Borrower You shall be primarily liable. (d) . Þ The parties Parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower Person to which such contribution and indemnification is owing. (e) . Þ The rights of the indemnifying Borrowers Persons against other Credit Parties Persons under this Section 12.7 subsection shall be exercisable upon the full and indefeasible payment Payment in Full of the Obligations and the termination of the CommitmentsSecured Obligations.

Contribution with Respect to Guaranty Obligations. (ai) To the extent that any Borrower shall make a payment under this Section 12 of all or any of (the Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “Guarantor PaymentOverpaying Borrower”) thatincurs (i) any payment in excess of its Allocated Loan Amount, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “Allocable Amount” (as defined belowii) (as determined immediately prior to such Guarantor Payment) bore a loss of its Collateral due to the aggregate Allocable Amounts foreclosure (or other realization by the Lenders) of, or the delivery of each deeds in lieu of foreclosure relating to it Collateral, and the Borrowers as determined immediately prior to the making value of such Guarantor PaymentCollateral exceeded its Allocated Loan Amount (the “Overpayment Amount”), thenthen such Overpaying Borrower shall be entitled, following after indefeasible payment in full in cash and the satisfaction of all Obligations to the Lenders under this Agreement, to contribution from each of the Obligations benefited Borrowers, on a pro rata basis, for the amounts so paid, advanced or benefited, in an amount equal to the difference between the Overpayment Amount and termination of the Commitments, such Borrower benefited Borrower’s then current Allocated Loan Amount. Any such contribution payments shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Paymentmade within ten (10) Business Days after demand therefor. (b) As of any date of determination, the “Allocable Amount” of any Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Borrower under this Section 12 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (cii) This Section 12.7 11.19(j) is intended only to define the relative rights of Borrowers and nothing set forth in this Section 12.7 11.19(j) is intended to or shall impair the obligations of Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.111.19(a) above. Nothing contained in this Section 12.7 11.19(j) shall limit the liability of any Borrower to pay all or any part of the Loans Loan made directly or indirectly to that Borrower and accrued interest, Fees fees and expenses with respect thereto for which such Borrower shall be primarily liable. (diii) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower Borrowers to which such contribution and indemnification is owing. (eiv) The rights of the indemnifying Borrowers against other Credit Parties Borrowers under this Section 12.7 11.19(j) shall be exercisable only upon the full and indefeasible payment of the Obligations and the termination of the CommitmentsObligations.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower shall make a payment under this Section 12 of all or any of the Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “Guarantor Payment”"GUARANTOR PAYMENT") that, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “Allocable Amount” 's "ALLOCABLE AMOUNT" (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the Commitments, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata PRO RATA based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “Allocable Amount” "ALLOCABLE AMOUNT" of any Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Borrower under this Section 12 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 is intended only to define the relative rights of Borrowers and nothing set forth in this Section 12.7 is intended to or shall impair the obligations of Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.1. Nothing contained in this Section 12.7 shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, Fees and expenses with respect thereto for which such Borrower shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers against other Credit Parties under this Section 12.7 shall be exercisable upon the full and indefeasible payment in full in cash of the Obligations and the termination of the CommitmentsCommitments and Letters of Credit (or the cash collateralization or backing with standby letters of credit of all Letters of Credit in accordance with Annex B).

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower Loan Party shall make a payment under this Section 12 Article X of all or any of the Obligations (other than Loans made to that Borrower Loan Party for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other BorrowerLoan Party, exceeds the amount that such Borrower Loan Party would otherwise have paid if each Borrower Loan Party had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such BorrowerLoan Party’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers Loan Party as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the CommitmentsCommitment, such Borrower Loan Party shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower Loan Party for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “Allocable Amount” of any Borrower Loan Party shall be equal to the maximum amount of the claim that could then be recovered from such Borrower Loan Party under this Section 12 Article X without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 10.7 is intended only to define the relative rights of Borrowers Loan Party and nothing set forth in this Section 12.7 10.7 is intended to or shall impair the obligations of BorrowersLoan Party, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.110.1. Nothing contained in this Section 12.7 10.7 shall limit the liability of any Borrower Loan Party to pay the Loans made directly or indirectly to that Borrower Loan Party and accrued interest, Fees fees and expenses with respect thereto for which such Borrower Loan Party shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower Loan Party to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers Loan Party against other Credit Loan Parties under this Section 12.7 10.7 shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of the CommitmentsCommitment.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower Guarantor shall make a payment under this Section 12 Article 9 of all or any of the Obligations under the Transaction Documents (other than Loans financial accommodations made to that Borrower Guarantor for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other BorrowerGuarantor, exceeds the amount that such Borrower Guarantor would otherwise have paid if each Borrower Guarantor had paid the aggregate Obligations under the Transaction Documents satisfied by such Guarantor Payment in the same proportion that such BorrowerGuarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers Guarantor as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations under the Transaction Documents and termination of the CommitmentsTransaction Documents (including all commitments (if any) to lend hereunder), such Borrower Guarantor shall be entitled to receive contribution and indemnification payments from, and be US_142815097 reimbursed by, each other Borrower Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “Allocable Amount” of any Borrower Guarantor shall be equal to the maximum amount of the claim that could then be recovered from such Borrower Guarantor under this Section 12 Article 9 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 9.7 is intended only to define the relative rights of Borrowers Guarantor and nothing set forth in this Section 12.7 9.7 is intended to or shall impair the obligations of BorrowersCredit Parties, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.19.1. Nothing contained in this Section 12.7 9.7 shall limit the liability of any Borrower Credit Party to pay the Loans financial accommodations made directly or indirectly to that Borrower Credit Party and accrued interest, Fees fees and expenses with respect thereto for which such Borrower Credit Party shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower Guarantor to which such contribution and indemnification is owing. (e) . The rights of the indemnifying Borrowers Guarantor against other Credit Parties Guarantor under this Section 12.7 9.7 shall be exercisable upon the full and indefeasible payment of the Obligations under the Transaction Documents and the termination of the CommitmentsTransaction Documents.

Contribution with Respect to Guaranty Obligations. (ai) To the extent that any Borrower shall make a payment under this Section 12 11.28 of all or any of the Obligations (other than that portion of the Loans made to that Borrower for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the CommitmentsObligations, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (bii) As of any date of determination, the “Allocable Amount” of any Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Borrower under this Section 12 11.28 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (ciii) This Section 12.7 11.28(g) is intended only to define the relative rights of Borrowers and nothing set forth in this Section 12.7 11.28(g) is intended to or shall impair the obligations of Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.111.28(a) above. Nothing contained in this Section 12.7 11.28(g) shall limit the liability of any Borrower to pay all or any part of the Loans made directly or indirectly to that Borrower and accrued interest, Fees fees and expenses with respect thereto for which such Borrower shall be primarily liable. (div) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower to which such contribution and indemnification is owing. (ev) The rights of the indemnifying Borrowers against other Credit Parties Borrowers under this Section 12.7 11.28(g) shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of the CommitmentsObligations.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower Guarantor shall make a payment under this Section 12 2.11 of all or any of the Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other BorrowerGuarantor, exceeds the amount that such Borrower Guarantor would otherwise have paid if each Borrower Guarantor had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such BorrowerGuarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the Commitments, such Borrower Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “Allocable Amount” of any Borrower Guarantor shall be equal to the maximum amount of the claim that could then be recovered from such Borrower Guarantor under this Section 12 2 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 2.11 is intended only to define the relative rights of Borrowers Guarantors and nothing set forth in this Section 12.7 2.11 is intended to or shall impair the obligations of BorrowersGuarantors, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.12.1. Nothing contained in this Section 12.7 2.11 shall limit the liability of any either Borrower to pay the Loans made directly or indirectly to that Borrower applicable Loan and accrued interest, Fees fees and expenses with respect thereto for which such Borrower shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower Guarantor to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers Guarantors against other Credit Loan Parties under this Section 12.7 2.11 shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of the Commitments.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower shall make a payment under this Section 12 15 of all or any of the Obligations (other than Loans made to that Borrower for which it such Borrower is not primarily liable) liable (a “"Guarantor Payment”") thatwhich, taking into account all other Guarantor Payments then previously or concurrently made by any the other Borrower, exceeds the amount that which such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “'s "Allocable Amount” " (as defined below) (as determined in effect immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each all of the Borrowers as determined in effect immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the Commitments, then such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each the other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “"Allocable Amount” " of any Borrower shall be equal to the maximum amount of the claim that which could then be recovered from such Borrower under this Section 12 15 without rendering such claim voidable or avoidable under Section 548 of Chapter chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 subsection 15.2 is intended only to define the relative rights of the Borrowers and nothing set forth in this Section 12.7 subsection 15.2 is intended to or shall impair the obligations of the Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this AgreementAgreement including, including without limitation, Section 12.1. Nothing 1 hereof, and nothing contained in this Section 12.7 subsection 15.2 shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, Fees and expenses with respect thereto Obligations for which such Borrower shall be it is primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the any Borrower to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers against other Credit Parties under this Section 12.7 shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of the Commitments.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower shall make a payment under this Section 12 ARTICLE X of all or any of the Obligations (other than Revolving Credit Loans made to that Borrower for which it is primarily liable) (a “"Guarantor Payment”") that, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “'s "Allocable Amount” " (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the Revolving Credit Commitments, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “"Allocable Amount” " of any Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Borrower under this Section 12 SECTION 10.07 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 SECTION 10.07 is intended only to define the relative rights of the Borrowers and nothing set forth in this Section 12.7 SECTION 10.07 is intended to or shall impair the obligations of Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.1SECTION 10.01. Nothing contained in this Section 12.7 shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, Fees and expenses with respect thereto for which such Borrower shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers against other Credit Parties under this Section 12.7 shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of the Commitments.this

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower Loan Party shall make a payment under this Section 12 of all or any of the Secured Obligations (other than Loans made to that Borrower Loan Party for which it is primarily liable) (a “Guarantor Payment”) thatwhich, taking into account all other Guarantor Payments then previously or concurrently made by any other BorrowerLoan Party, exceeds the amount that which such Borrower Loan Party would otherwise have paid if each Borrower Loan Party had paid the aggregate Secured Obligations satisfied by such Guarantor Payment in the same proportion that such BorrowerLoan Party’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers Loan Parties as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible the occurrence of the full and final payment in full in cash Cash of all of the Secured Obligations and termination of the Commitments(other than inchoate obligations), such Borrower Loan Party shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower Loan Party for the amount of such excess, pro rata based 4810-9912-0636 v.15 upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “Allocable Amount” of any Borrower Loan Parties shall be equal to the maximum amount of the claim that which could then be recovered from such Borrower Loan Parties under this Section 12 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the United States Bankruptcy Code Code, as amended or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 is intended only to define the relative rights of Borrowers Loan Parties and nothing set forth in this Section 12.7 is intended to or shall impair the obligations of BorrowersLoan Parties, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.1. Nothing contained in this Section 12.7 shall limit the liability of any Borrower Loan Party to pay the Loans made directly or indirectly to that Borrower Loan Party and accrued interest, Fees fees, expenses and expenses all other Secured Obligations with respect thereto for which such Borrower Loan Party shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower Loan Party to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers Loan Parties against other Credit Loan Parties under this Section 12.7 shall be exercisable upon and after the full and indefeasible final payment in Cash of all of the Secured Obligations and the termination of the Commitments(other than inchoate obligations).

Contribution with Respect to Guaranty Obligations. (ai) To the extent that any Borrower shall make a payment under this Section 12 of all or any of (the Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “Guarantor PaymentOverpaying Borrower”) that, taking into account all other Guarantor Payments then previously or concurrently made by incurs (i) any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment payment in the same proportion that such Borrower’s “excess of its Allocable Amount” , or (as defined belowii) (as determined immediately prior to such Guarantor Payment) bore a loss of its Collateral due to the aggregate Allocable Amounts foreclosure (or other realization by lenders) of, or the delivery of each deeds in lieu of foreclosure relating to it Collateral, and the Borrowers as determined immediately prior to the making value of such Guarantor PaymentCollateral exceeded its Allocable Share (the “Overpayment Amount”), thenthen such Overpaying Borrower shall be entitled, following after indefeasible payment in full in cash and the satisfaction of all Obligations to Lenders under the Credit Agreement, to contribution from each of the Obligations benefited Borrowers, on a pro rata basis, for the amounts so paid, advanced or benefited, in an amount equal to the difference between the Overpayment Amount and termination of the Commitments, such Borrower benefited Borrower’s then current Allocable Amount. Any such contribution payments shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Paymentmade within ten (10) Business Days after demand therefor. (b) As of any date of determination, the “Allocable Amount” of any Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Borrower under this Section 12 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (cii) This Section 12.7 2.12(j) is intended only to define the relative rights of Borrowers and nothing set forth in this Section 12.7 2.12(j) is intended to or shall impair the obligations of Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.12.12(a) above. Nothing contained in this Section 12.7 2.12(j) shall limit the liability of any Borrower to pay all or any part of the Loans Loan made directly or indirectly to that DAL:0535130/00080:1910701v7 Borrower and accrued interest, Fees fees and expenses with respect thereto for which such Borrower shall be primarily liable. (diii) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower to which such contribution and indemnification is owing. (eiv) The rights of the indemnifying Borrowers against other Credit Parties Borrowers under this Section 12.7 2.12(j) shall be exercisable only upon the full and indefeasible payment of the Obligations and the termination of the CommitmentsObligations.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower Guarantor shall make a payment under this Section 12 2.09 of all or any of the Secured Obligations (other than Loans made to that Borrower for which it is primarily liable) has agreed to guarantee pursuant hereto (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other BorrowerGuarantor, exceeds the amount that such Borrower Guarantor would otherwise have paid if each Borrower Guarantor had paid the aggregate Secured Obligations satisfied by such Guarantor Payment in the same proportion that such BorrowerGuarantor’s “Allocable Amount” Amount (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the time that all Secured Obligations and termination of the Commitmentsare Fully Satisfied, such Borrower Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “Allocable Amount” of any Borrower Guarantor shall be equal to the maximum amount of the claim that could then be recovered from such Borrower Guarantor under this Section 12 2 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 2.09 is intended only to define the relative rights of Borrowers Guarantors and nothing set forth in this Section 12.7 2.09 is intended to or shall impair the obligations of BorrowersGuarantors, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.12.01. Nothing contained in this Section 12.7 2.09 shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, Fees fees and expenses with respect thereto for which such Borrower shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower Guarantor to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers Guarantors against other Credit Loan Parties under this Section 12.7 2.09 shall be exercisable upon the full and indefeasible payment of the at such time as all Secured Obligations and the termination of the Commitmentsare Fully Satisfied.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower shall make a payment under this Section 12 of all or any of the Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “"Guarantor Payment”") that, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations Liabilities satisfied by such Guarantor Payment in the same proportion that such Borrower’s “'s "Allocable Amount” " (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations Liabilities and termination of the Commitments, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) . As of any date of determination, the “"Allocable Amount” " of any Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Borrower under this Section 12 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (ca) This Section 12.7 is intended only to define the relative rights of Borrowers and nothing set forth in this Section 12.7 is intended to or shall impair the obligations of Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.112. 1. Nothing contained in this Section 12.7 shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, Fees and expenses with respect thereto for which such Borrower shall be primarily liable. (d) . The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower to which such contribution and indemnification is owing. (e) . The rights of the indemnifying Borrowers against other Credit Parties under this Section 12.7 shall be exercisable upon the full and indefeasible payment of the Obligations Liabilities and the termination of the Commitments.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any the Borrower shall make a payment under this Section 12 Article 18 of all or any of the Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each the Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers Borrower as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the Commitments, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “Allocable Amount” of any the Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Borrower under this Section 12 Article 18 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 18.7 is intended only to define supplement the relative rights of Borrowers Borrower and nothing set forth in this Section 12.7 is intended to or shall impair the obligations of Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.1. Nothing contained in this Section 12.7 shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, Fees and expenses with respect thereto for which such Borrower shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers against other Credit Parties under this Section 12.7 shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of the Commitments.this

Contribution with Respect to Guaranty Obligations. (ai) To the extent that any Borrower shall make a payment under this Section 12 of all or any of (the Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “Guarantor PaymentOverpaying Borrower”) thatincurs (i) any payment in excess of its Allocated Loan Amount, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “Allocable Amount” (as defined belowii) (as determined immediately prior to such Guarantor Payment) bore a loss of its Collateral due to the aggregate Allocable Amounts foreclosure (or other realization by Lenders) of, or the delivery of each deeds in lieu of foreclosure relating to it Collateral, and the Borrowers as determined immediately prior to the making value of such Guarantor PaymentCollateral exceeded its Allocated Loan Amount (the “Overpayment Amount”), thenthen such Overpaying Borrower shall be entitled, following after indefeasible payment in full in cash and the satisfaction of all Obligations to Lenders under this Agreement, to contribution from each of the Obligations benefited Borrowers, on a pro rata basis, for the amounts so paid, advanced or benefited, in an amount equal to the difference between the Overpayment Amount and termination of the Commitments, such Borrower benefited Borrower’s then current Allocated Loan Amount. Any such contribution payments shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Paymentmade within ten (10) Business Days after demand therefor. (b) As of any date of determination, the “Allocable Amount” of any Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Borrower under this Section 12 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (cii) This Section 12.7 12.20(j) is intended only to define the relative rights of Borrowers and nothing set forth in this Section 12.7 12.20(j) is intended to or shall impair the obligations of Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.112.20(a) above. Nothing contained in this Section 12.7 12.20(j) shall limit the liability of any Borrower to pay all or any part of the Loans Loan made directly or indirectly to that Borrower and accrued interest, Fees fees and expenses with respect thereto for which such Borrower shall be primarily liable. (diii) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower to which such contribution and indemnification is owing. (eiv) The rights of the indemnifying Borrowers against other Credit Parties Borrowers under this Section 12.7 12.20(j) shall be exercisable only upon the full and indefeasible payment of the Obligations and the termination of the CommitmentsObligations.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower shall make a payment under this Section 12 of all or any of the Obligations (other than Loans made to that ---------- Borrower for which it is primarily liable) (a “"Guarantor Payment”") that, taking ----------------- into account all other Guarantor Payments then previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “'s "Allocable Amount” " (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the CommitmentsRevolving Loan and this Agreement, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “"Allocable Amount” " of ---------------- any Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Borrower under this Section 12 without rendering such claim voidable or ---------- avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 is intended only to define the relative ------------ rights of Borrowers and nothing set forth in this Section 12.7 is intended to ------------ or shall impair the obligations of Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.112. 1. Nothing contained in this Section 12.7 shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, Fees and expenses with respect thereto for which such Borrower shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers against other Credit Parties under this Section 12.7 shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of the Commitments.------------

Contribution with Respect to Guaranty Obligations. (ai) To the extent that any Borrower shall make a payment under this Section 12 13.02 of all or any of the Obligations (related to Loans and other than Loans extensions of credit made to by that Borrower, or on such Borrower’s behalf, in which cases such Borrower for which it is shall be primarily liable) liable (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the Commitments, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (bii) As of any date of determination, the “Allocable Amount” of any Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Borrower under this Section 12 13.02 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (ciii) This Section 12.7 13.02(g) is intended only to define the relative rights of the Borrowers and nothing set forth in this Section 12.7 13.02(g) is intended to or shall impair the obligations of the Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.113.02(a). Nothing contained in this Section 12.7 13.02(g) shall limit the liability of any Borrower to pay the obligations related to the Loans or other Credit Extensions made directly or indirectly to or on behalf of that Borrower and accrued interest, Fees fees and expenses with respect thereto for which such Borrower shall be primarily liable. (div) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower Borrowers to which such contribution and indemnification is owing. (ev) The rights of the indemnifying Borrowers against other Credit Parties Borrowers under this Section 12.7 13.02(g) shall be exercisable upon the full Termination Date and indefeasible payment of shall be fully subordinated to the Obligations and owed to the termination of the CommitmentsSecured Parties.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower shall make a payment under this Section 12 of all or any of the Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations (other than contingent Obligations) and termination of the Commitments, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “Allocable Amount” of any Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Borrower under this Section 12 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 is intended only to define the relative rights of Borrowers and nothing set forth in this Section 12.7 is intended to or shall impair the obligations of Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.1. Nothing contained in this Section 12.7 shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, Fees and expenses with respect thereto for which such Borrower shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers against other Credit Parties under this Section 12.7 shall be exercisable upon the full and indefeasible payment in cash of the Obligations and the termination of the Commitments.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower shall make a payment under this Section 12 17 of all or any of the Obligations (other than Loans made to that Borrower for which it such Borrower is not primarily liable) liable (a “"Guarantor Payment”") thatwhich, taking into account all other Guarantor Payments then previously or concurrently made by any the other Borrower, exceeds the amount that which such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “'s "Allocable Amount” " (as defined below) (as determined in effect immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each all of the Borrowers as determined in effect immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the Commitments, then such ---- Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each the other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in --- ---- effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “"Allocable Amount” " of any --------- ------ Borrower shall be equal to the maximum amount of the claim that which could then be recovered from such Borrower under this Section 12 17 without rendering such claim voidable or avoidable under Section 548 of Chapter chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 subsection 17.2 is intended only to define the relative rights of the Borrowers and nothing set forth in this Section 12.7 subsection 17.2 is intended to or shall impair the obligations of the Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.1. Nothing and nothing contained in this Section 12.7 subsection 17.2 shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, Fees and expenses with respect thereto Obligations for which such Borrower shall be it is primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the any Borrower to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers against other Credit Parties under this Section 12.7 shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of the Commitments.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower shall make a payment under this Section 12 11 of all or any of the Obligations (other than Loans made directly to that Borrower for which it is primarily liableBorrower) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower, that exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “Allocable Amount” Amount (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the Commitments, ) such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) . As of any date of determination, the “Allocable Amount” of any Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Borrower under this Section 12 11 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) . This Section 12.7 11.08 is intended only to define the relative rights of Borrowers and nothing set forth in this Section 12.7 11.08 is intended to or shall impair the obligations of Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.1. Nothing contained in this Section 12.7 11.08 shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, Fees fees and expenses with respect thereto for which such Borrower shall be primarily liable. (d) . The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower Borrowers to which such contribution and indemnification is owing. (e) . The rights of the indemnifying Borrowers against any other Credit Parties Borrower under this Section 12.7 11.08 shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of the Commitments.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower Credit Party shall make a payment under this Section 12 10 of all or any of the Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other BorrowerCredit Party, exceeds the amount that such Borrower Credit Party would otherwise have paid if each Borrower Credit Party had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such BorrowerCredit Party’s “Allocable Amount” Amount (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers Credit Parties as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations (other than contingent indemnification Obligations for which no unsatisfied claim giving rise thereto has been asserted) and termination of the Commitments, Commitments such Borrower Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower Credit Party for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “Allocable Amount” of any Borrower Credit Party shall be equal to the maximum amount of the claim that could then be recovered from such Borrower Credit Party under this Section 12 10 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 10.7 is intended only to define the relative rights of Borrowers Credit Parties and nothing set forth in this Section 12.7 10.7 is intended to or shall impair the obligations of BorrowersCredit Parties, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.110.1. Nothing contained in this Section 12.7 10.7 shall limit the liability of any Borrower Credit Party to pay the Loans made directly or indirectly to that Borrower Credit Party and accrued interest, Fees and expenses with respect thereto for which such Borrower Credit Party shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower Credit Party to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers Credit Parties against other Credit Parties under this Section 12.7 10.7 shall be exercisable upon the full and indefeasible payment of the Obligations (other than contingent indemnification Obligation for which no unsatisfied claim giving rise thereto has been asserted) and the termination of the Commitments.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Borrower shall make a payment under this Section 12 10 of all or any of the Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations and termination of the CommitmentsTermination Date, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, the “Allocable Amount” of any Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Borrower under this Section 12 10 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (c) This Section 12.7 10.7 is intended only to define the relative rights of Borrowers and nothing set forth in this Section 12.7 10.7 is intended to or shall impair the obligations of Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 12.110.1. Nothing contained in this Section 12.7 10 shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, Fees and expenses with respect thereto for which such Borrower shall be primarily liable. (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower to which such contribution and indemnification is owing. (e) The rights of the indemnifying Borrowers against other Credit Parties under this Section 12.7 10.7 shall be exercisable upon from and after the full and indefeasible payment of the Obligations and the termination of the CommitmentsTermination Date.

Contribution with Respect to Guaranty Obligations. (aA) To the extent that any Borrower Domestic Subsidiary Guarantor shall make a payment under this Section 12 of all or any of the Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “Guarantor Payment”) thatwhich, taking into account all other Guarantor Payments then previously or concurrently made by any other BorrowerDomestic Subsidiary Guarantor, exceeds the amount that which such Borrower Domestic Subsidiary Guarantor would otherwise have paid if each Borrower Domestic Subsidiary Guarantor had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such BorrowerDomestic Subsidiary Guarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Borrowers Domestic Subsidiary Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible the final payment in full in cash of the Obligations and termination of the all Commitments, such Borrower Domestic Subsidiary Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower Domestic Subsidiary Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (bB) As of any date of determination, the “Allocable Amount” of any Borrower Domestic Subsidiary Guarantor shall be equal to the maximum amount of the claim that which could then be recovered from such Borrower Domestic Subsidiary Guarantor under this Section 12 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (cC) This Section 12.7 is intended only to define the relative rights of Borrowers and nothing Domestic Subsidiary Guarantors. Nothing set forth in this Section 12.7 is intended to or shall impair the obligations of BorrowersDomestic Subsidiary Guarantors, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including the other provisions of this Section 12.112. Nothing contained in this Section 12.7 shall limit the liability of any Borrower Domestic Subsidiary Guarantor to pay the Loans made directly or indirectly to that Borrower and accrued interest, Fees fees and expenses with respect thereto for which such Borrower Domestic Subsidiary Guarantor shall be primarily liable. (dD) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower Domestic Subsidiary Guarantor to which such contribution and indemnification is owing. (eE) The rights of the any indemnifying Borrowers Domestic Subsidiary Guarantor against other Credit Parties Domestic Subsidiary Guarantors under this Section 12.7 shall be exercisable upon the final payment in full and indefeasible payment of the Obligations and the termination of the all Commitments.