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

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Co-Borrower shall make a payment under this Section 16 of all or any of the Obligations (other than Loans made to 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 commitments 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.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Co-Borrower Guarantor shall make a payment under this Section 16 Article 9 of all or any of the Obligations under the Transaction Documents (other than Loans financial accommodations made to such Co-Borrower that 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 Co-BorrowerGuarantor, exceeds the amount that such Co-Borrower Guarantor would otherwise have paid if each Co-Borrower Guarantor had paid the aggregate Obligations under the Transaction Documents satisfied by such Guarantor Payment in the same proportion that such Co-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 Co-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 Transaction Documents (including all commitments (if any) to lend hereunder), such Co-Borrower Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Co-Borrower Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Co-Borrower Guarantor shall make a payment under this Section 16 ARTICLE 9 of all or any of the Obligations under the Transaction Documents (other than Loans financial accommodations made to such Co-Borrower that 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 Co-BorrowerGuarantor, exceeds the amount that such Co-Borrower Guarantor would otherwise have paid if each Co-Borrower Guarantor had paid the aggregate Obligations under the Transaction Documents satisfied by such Guarantor Payment in the same proportion that such Co-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 Co-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 Transaction Documents (including all commitments (if any) to lend hereunder), such Co-Borrower Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Co-Borrower Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Co-Borrower Guarantor shall make a payment under this Section 16 13 of all or any of the Obligations obligations under the Loan Documents (other than Loans financial accommodations made to such Co-Borrower that 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 Co-BorrowerGuarantor, exceeds the amount that such Co-Borrower Guarantor would otherwise have paid if each Co-Borrower Guarantor had paid the aggregate Obligations obligations under the Loan Documents satisfied by such Guarantor Payment in the same proportion that such Co-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 Co-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 Loan Documents (including all commitments (if any) to lend hereunder), such Co-Borrower Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Co-Borrower Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

Contribution with Respect to Guaranty Obligations. (ai) To the extent that any Co-Borrower shall make a payment under this Section 16 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 Co-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 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 commitments to lend hereunderCommitments, 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.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Co-Borrower shall make a payment under this Section 16 ARTICLE 9 of all or any of the Obligations obligations under the Transaction Documents (other than Loans financial accommodations made to such Co-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 Co-Borrower, exceeds the amount that such Co-Borrower would otherwise have paid if each Co-Borrower had paid the aggregate Obligations obligations under the Transaction Documents 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 obligations under the Transaction Documents and termination of the Transaction Documents (including all commitments (if any) 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.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Co-Borrower Guarantor shall make a payment under this Section 16 of all or any of the Obligations (other than Loans made to such Co-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 Co-BorrowerGuarantor, exceeds the amount that which such Co-Borrower Guarantor would otherwise have paid if each Co-Borrower Guarantor had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Co-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 Co-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 commitments to lend hereunderCommitments under the Credit Agreement, such Co-Borrower Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Co-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.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Co-Borrower shall make a payment under this Section 16 Article 11 of all or any of the Obligations (other than Loans made to such Co-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 Co-Borrower, exceeds the amount that which 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 “'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 commitments to lend hereunderCommitments, 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.

Contribution with Respect to Guaranty Obligations. (ai) To the extent that any Co-Borrower Guarantor shall make a payment under this Section 16 9 of all or any of the Obligations (other than Loans financial accommodations made to such Co-Borrower that 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 Co-BorrowerGuarantor, exceeds the amount that such Co-Borrower Guarantor would otherwise have paid if each Co-Borrower Guarantor had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Co-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 Co-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 this Subordinated Note (including all commitments (if any) to lend hereunder), such Co-Borrower Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Co-Borrower Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Co-Borrower Guarantor shall make a payment under this Section 16 of all or any of the Obligations (other than Loans made to such Co-Borrower for which it is primarily liable) Guaranty (a “"Guarantor Payment”") thatwhich, taking into account all other Guarantor Payments then previously or concurrently made by any other Co-BorrowerGuarantor, exceeds the amount that which such Co-Borrower Guarantor would otherwise have paid if each Co-Borrower Guarantor had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Co-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 Co-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 of the commitments to lend hereunderCommitments, such Co-Borrower Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Co-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.

Contribution with Respect to Guaranty Obligations. (ai) To the extent that any Co-Borrower shall make a payment under this Section 16 13.02 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 Co-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 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 commitments to lend hereunderCommitments, 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.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Co-Borrower shall make a payment under this Section 16 Article XI of all or any of the Secured Obligations (other than Loans made to such 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 to lend hereunderCommitments, 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.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Co-Borrower shall make a payment under this Section 16 13 of all or any of the Obligations (other than Loans made to such Co-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 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 163 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 (other than contingent indemnification obligations for which no claim has been asserted) and termination of the commitments to lend hereunderCommitments, 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.

Contribution with Respect to Guaranty Obligations. (ai) To the extent that any Co-Borrower shall make a payment under this Section 16 17 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 Co-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 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 commitments to lend hereunderCommitments, 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.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Co-OHI Borrower shall make a payment under this Section 16 12 of all or any of the Obligations (other than Loans any portion of the Revolving Loan made to such Co-that OHI 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-OHI Borrower, exceeds the amount that such Co-OHI 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-OHI 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 commitments to lend hereunderCommitments, such Co-OHI Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Co-OHI Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Co-Borrower shall make a payment under this Section 16 13A of all or any of the Revolving Obligations (other than Revolving Loans made to such Co-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 Co-Borrower, exceeds the amount that such Co-Borrower would otherwise have paid if each Co-Borrower had paid the aggregate Revolving Obligations satisfied by such Guarantor Payment in the same proportion that such Co-Borrower’s “'s "Revolver Allocable Amount” " (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Revolver 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 Revolving Obligations and termination of the commitments to lend hereunderRevolving 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 Revolver Allocable Amounts in effect immediately prior to such Guarantor Payment.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Co-Borrower shall make a payment under this Section 16 of all or any of the Obligations (other than Loans made to such 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 “'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 commitments to lend hereunderCommitments, 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.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Co-Borrower or Specified Borrower shall make a payment under this Section 16 12 of all or any of the Obligations (other than Loans made to such Co-that Borrower or Specified 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 Co-Borrower or Specified Borrower, exceeds the amount that which such Co-Borrower or Specified Borrower would otherwise have paid if each Co-Borrower or Specified Borrower had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Co-Borrower’s “'s or Specified 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 and Specified 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 to lend hereunderCommitments, such Co-Borrower or Specified Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Co-Borrower and Specified Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Co-Borrower Guarantor shall make a payment under this Section 16 ARTICLE 9 of all or any of the Obligations (other than Loans financial accommodations made to such Co-Borrower that 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 Co-BorrowerGuarantor, exceeds the amount that such Co-Borrower Guarantor would otherwise have paid if each Co-Borrower Guarantor had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Co-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 Co-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 Secured Note (including all commitments (if any) to lend hereunder), such Co-Borrower Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Co-Borrower Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Co-Borrower shall make a payment under this Section 16 SECTION 12 of all or any of the Obligations (other than Loans made to such Co-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 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 “'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 commitments to lend hereunderCommitments, such Co-Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each the other Co-Borrower Borrowers for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Co-Borrower Guarantor shall make a payment under this Section 16 ARTICLE 9 of all or any of the Obligations obligations under the Transaction Documents (other than Loans financial accommodations made to such Co-Borrower that 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 Co-BorrowerGuarantor, exceeds the amount that such Co-Borrower Guarantor would otherwise have paid if each Co-Borrower Guarantor had paid the aggregate Obligations obligations under the Transaction Documents satisfied by such Guarantor Payment in the same proportion that such Co-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 Co-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) under the Transaction Documents and termination of the Transaction Documents (including all commitments (if any) to lend hereunder), such Co-Borrower Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Co-Borrower Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Co-Borrower Obligor shall make a payment under this Section 16 13 of all or any of the Obligations Liabilities (other than a payment in respect of Loans made to such Co-Borrower that Obligor for which it is primarily liableliable as a Borrower, to the extent applicable) (a “"Guarantor Payment”") thatwhich, taking into account all other Guarantor Payments then previously or concurrently made by any other Co-BorrowerObligor, exceeds the amount that which such Co-Borrower Obligor would otherwise have paid if each Co-Borrower Obligor had paid the aggregate Obligations Liabilities satisfied by such Guarantor Payment in the same proportion that such Co-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 Co-Borrowers Obligors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible the final payment in full in cash of the Obligations Liabilities and termination of the commitments to lend hereunderCommitments, such Co-Borrower Obligor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Co-Borrower Obligor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Co-Borrower shall make a payment under this Section 16 Article 12 of all or any of the Obligations (other than Loans made to such Co-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 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 “'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 Obligations, termination of the commitments to lend hereunderCommitments and the passage of the applicable preference period, 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. FIFTH AMENDED AND RESTATED CREDIT AGREEMENT RUSH ENTERPRISES, INC.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Co-Borrower or Guarantor, as the case may be, shall make a payment under this Section 16 12 of all or any of the Obligations (other than Loans made to such Co-Borrower for which it such Borrower or Guarantor, as the case may be, 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 Co-BorrowerBorrowers and Guarantors, as the case may be, exceeds the amount that which such Co-Borrower or Guarantor, as the case may be, would otherwise have paid if each Co-Borrower and Guarantor had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Co-Borrower’s “'s and 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 all of the Co-Borrowers as determined and Guarantors in effect immediately prior to the making of such Guarantor Payment, thenthen such Borrower or Guarantor, following indefeasible payment in full in cash of as the Obligations and termination of the commitments to lend hereundercase may be, such Co-Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each the other Co-Borrower Borrowers and Guarantors, as the case may be, for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Co-Borrower Guarantor shall make a payment under this Section 16 of all or any of the Obligations (other than Loans made to such Co-Borrower for which it is primarily liable) Guaranty (a “"Guarantor Payment”") thatwhich, taking into account all other Guarantor Payments then previously or concurrently made by any other Co-BorrowerGuarantor, exceeds the amount that which such Co-Borrower Guarantor would otherwise have paid if each Co-Borrower Guarantor had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Co-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 Co-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 to lend hereunderCommitments, such Co-Borrower Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Co-Borrower Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately --- ---- prior to such Guarantor Payment.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Co-Borrower shall make a payment under this Section 16 13B of all or any of the Term Obligations (other than Term Loans made to such Co-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 Co-Borrower, exceeds the amount that such Co-Borrower would otherwise have paid if each Co-Borrower had paid the aggregate Term Obligations satisfied by such Guarantor Payment in the same proportion that such Co-Borrower’s “'s "Revolver Allocable Amount” " (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Revolver 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 Term Obligations and termination of the commitments to lend hereunderTerm 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 Revolver Allocable Amounts in effect immediately prior to such Guarantor Payment.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Co-Borrower shall make a payment under this Section 16 SECTION 12 of all or any of the Obligations (other than Loans made to such Co-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 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” '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 commitments to lend hereunderCommitments, 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 PRO RATA based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

Contribution with Respect to Guaranty Obligations. (aA) To the extent that any Co-Borrower Domestic Subsidiary Guarantor shall make a payment under this Section 16 12 of all or any of the Obligations (other than Loans made to such Co-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 Co-BorrowerDomestic Subsidiary Guarantor, exceeds the amount that which such Co-Borrower Domestic Subsidiary Guarantor would otherwise have paid if each Co-Borrower Domestic Subsidiary Guarantor had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Co-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 Co-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 commitments to lend hereunderall Commitments, such Co-Borrower Domestic Subsidiary Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Co-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.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Co-Borrower Guarantor shall make a payment under this Section 16 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 such Co-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 Co-BorrowerGuarantor, exceeds the amount that which such Co-Borrower Guarantor would otherwise have paid if each Co-Borrower Guarantor had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Co-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 Co-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 to lend hereunderCommitments, such Co-Borrower Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Co-Borrower Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

Contribution with Respect to Guaranty Obligations. (ai) To the extent that any Co-Borrower shall make a payment under this Section 16 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 Co-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 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 commitments to lend hereunderCommitments, 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.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Co-Borrower Guarantor shall make a payment under this Section 16 Article IX of all or any of the Secured Obligations (other than Loans made to such Co----------- 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 Co-BorrowerGuarantor, exceeds the amount that which such Co-Borrower Guarantor would otherwise have paid if each Co-Borrower Guarantor had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Co-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 Co-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 to lend hereunderCommitments, such Co-Borrower Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Co-Borrower Guarantor for the amount of such excess, pro rata --- ---- based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Co-Borrower shall make a payment under this Section 16 SECTION 14 of all or any of the Obligations (other than Revolving Loans made to such Co-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 Co-Borrower, exceeds the amount that which 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 “'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 commitments to lend hereunderCommitments, 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.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Co-Borrower shall make a payment under this Section 16 13 of all or any of the Obligations (other than Loans made to such Co-that Borrower and Secured Hedging Obligations, in each case, 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 (other than contingent indemnification obligations for which no claim has been asserted) and termination of the commitments to lend hereunderCommitments, 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.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Co-Borrower shall make a payment under this Section 16 of all or any of the Obligations (other than Loans made to such 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 Obligations and termination of the commitments to lend hereunderCommitments, 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.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Co-Borrower shall make a payment under this Section 16 12 of all or any of the Obligations (other than Loans made to such Co-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 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 (other than contingent unliquidated indemnification obligations, and subject to the reinstatement provisions in Section 11.15 of this Agreement and any other similar reinstatement provisions in the other Loan Documents) and termination of the commitments to lend hereunderCommitments, 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.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Co-Borrower Guarantor shall make a payment under this Section 16 Article 9 of all or any of the Obligations under the Transaction Documents (other than Loans financial accommodations made to such Co-Borrower that 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 Co-BorrowerGuarantor, exceeds the amount that such Co-Borrower Guarantor would otherwise have paid if each Co-Borrower Guarantor had paid the aggregate Obligations under the Transaction Documents satisfied by such Guarantor Payment in the same proportion that such Co-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 Co-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 Transaction Documents (including all commitments (if any) to lend hereunder), such Co-Borrower Guarantor shall be entitled to receive contribution and indemnification payments from, and be US_142815097 reimbursed by, each other Co-Borrower Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Co-Borrower shall make a payment under this Section 16 SECTION 12 of all or any of the Obligations (other than Loans made to such Co-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 Co-Borrower, exceeds the amount that which 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” '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, thenTHEN, following indefeasible payment in full in cash of the Obligations and termination of the commitments to lend hereunderCommitments, 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 PRO RATA based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

Contribution with Respect to Guaranty Obligations. (a) 12.7.1. To the extent that any Co-Borrower shall make a payment under this Section 16 12 of all or any of the Obligations (other than Loans made to such Co-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 Co-Borrower, exceeds the amount that which 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 “'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, thenTHEN, following indefeasible payment in full in cash of the Obligations other than any Obligations (excluding Obligations to Term Loan B Agent and Term Loan B Lenders) that have been cash collateralized or covered by a letter of credit satisfactory to Administrative Agent and termination of the commitments to lend hereunderRevolving Credit 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 PRO RATA based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Co-Borrower shall make a payment under this Section 16 ARTICLE 9 of all or any of the Obligations obligations under the Transaction Documents (other than Loans financial accommodations made to such Co-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 Co-Borrower, exceeds the amount that such Co-Borrower would otherwise have paid if each Co-Borrower had paid the aggregate Obligations obligations under the Transaction Documents 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 obligations under the Transaction Documents and termination of the commitments to lend hereunderTransaction Documents, 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.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Co-either Borrower shall make a payment under this Section 16 11 of all or any of the Obligations Liabilities (other than Loans made to such Co-Borrower for which it such Borrower is primarily liable) (a “"Guarantor Payment”") thatwhich, taking into account all other Guarantor Payments then previously or concurrently made by any the other Co-BorrowerLoan Parties, exceeds the amount that which 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 “'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 Borrower 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 to lend of the Lender hereunder, such Co-Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each the 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.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Co-Borrower Guarantor shall make a payment under this Section 16 ARTICLE 9 of all or any of the Obligations obligations under the Transaction Documents (other than Loans financial accommodations made to such Co-Borrower that 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 Co-BorrowerGuarantor, exceeds the amount that such Co-Borrower Guarantor would otherwise have paid if each Co-Borrower Guarantor had paid the aggregate Obligations obligations under the Transaction Documents satisfied by such Guarantor Payment in the same proportion that such Co-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 Co-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 Transaction Documents and termination of the Transaction Documents (including all commitments (if any) to lend hereunder), such Co-Borrower Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Co-Borrower Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Co-Borrower Guarantor shall make a payment under this Section 16 ARTICLE 9 of all or any of the Obligations obligations under the Transaction Documents (other than Loans financial accommodations made to such Co-Borrower that 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 Co-BorrowerGuarantor, exceeds the amount that such Co-Borrower Guarantor would otherwise have paid if each Co-Borrower Guarantor had paid the aggregate Obligations obligations under the Transaction Documents satisfied by such Guarantor Payment in the same proportion that such Co-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 Co-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 Transaction Documents (including all commitments (if any) to lend hereunder), such Co-Borrower Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Co-Borrower Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Co-Borrower shall make a payment under this Section 16 SECTION 11 of all or any of the Obligations (other than Loans made to such Co-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 Co-Borrower, exceeds the amount that which 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” '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 commitments to lend hereunderCommitments, 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.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Co-Borrower shall make a payment under this Section 16 SECTION 10 of all or any of the Obligations (other than Loans made to such Co-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 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 “'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 commitments to lend hereunderCommitments, 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.

Contribution with Respect to Guaranty Obligations. (ai) To the extent that any Co-Borrower shall make a payment under this Section 16 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 Co-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 Co-Borrower, exceeds the amount that such Co-Borrower would otherwise have paid if each Co-Borrower had paid the aggregate Obligations satisfied by 107 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 commitments to lend hereunderCommitments, 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.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Co-Borrower shall make a payment under this Section 16 12 of all or any of the Obligations (other than Loans made to such Co-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 Co-Borrower, exceeds the amount that such Co-Borrower would otherwise have paid if each Co-Borrower had paid the aggregate Obligations Liabilities satisfied by such Guarantor Payment in the same proportion that such Co-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 Co-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 to lend hereunderCommitments, 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. 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.

Contribution with Respect to Guaranty Obligations. (aA) To the extent that any Co-Borrower Domestic Subsidiary Guarantor shall make a payment under this Section 16 SECTION 12 of all or any of the Obligations (other than Loans made to such Co-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 Co-BorrowerDomestic Subsidiary Guarantor, exceeds the amount that which such Co-Borrower Domestic Subsidiary Guarantor would otherwise have paid if each Co-Borrower Domestic Subsidiary Guarantor had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Co-Borrower’s “Domestic 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 Co-Borrowers Domestic Subsidiary Guarantors as determined immediately prior to the making of such Guarantor Payment, thenTHEN, following indefeasible the final payment in full in cash of the Obligations and termination of the commitments to lend hereunderall Commitments, such Co-Borrower Domestic Subsidiary Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Co-Borrower Domestic Subsidiary 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.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any Co-Borrower shall make a payment under this Section 16 12 of all or any of the Obligations (other than Loans made to such Co-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 Co-Borrower, exceeds the amount that which 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 “'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 commitments to lend hereunderCommitments, 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.