Common use of Indemnity and Subrogation Clause in Contracts

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Subsidiary Guarantors may have under applicable law (but subject to Section 6(c)), the Borrower agrees that (i) in the event a payment shall be made by any Subsidiary Guarantor under this Guaranty in respect of any Guaranteed Obligation of the Borrower, the Borrower shall indemnify such Subsidiary Guarantor for the full amount of such payment and such Subsidiary Guarantor shall be subrogated to the rights of the person to whom such payment shall have been made to the extent of such payment and (ii) in the event any assets of any Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy in whole or in part a Guaranteed Obligation of the Borrower, the Borrower shall indemnify such Subsidiary Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Subsidiary Guarantors may have under applicable law (but subject to Section 6(c)5.03), each of the Borrower Borrowers and each of the Account Parties agrees that (ia) in the event a payment shall be made by any Subsidiary Guarantor under this Guaranty Agreement in respect of any Guaranteed Obligation of a Borrower or an Account Party, such Borrower or such Account Party (as the Borrower, the Borrower case may be) shall indemnify such Subsidiary Guarantor for the full amount of such payment and such Subsidiary Guarantor shall be subrogated to the rights of the person Person to whom such payment shall have been made to the extent of such payment and (iib) in the event any assets of any Subsidiary Guarantor Grantor shall be sold pursuant to any Security Document this Agreement to satisfy in whole or in part a Guaranteed an Obligation of a Borrower or an Account Party, such Borrower or Account Party (as the Borrower, the Borrower case may be) shall indemnify such Subsidiary Guarantor Grantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Subsidiary Grantors and Guarantors may have under applicable law (but subject to Section 6(c)8.03), the Borrower Company agrees that (ia) in the event a payment shall be made by any Subsidiary Guarantor under this Guaranty Agreement in respect of any Guaranteed an Obligation of the BorrowerCompany or of any Subsidiary other than such Guarantor or one of its Subsidiaries, the Borrower Company shall indemnify such Subsidiary Guarantor for the full amount of such payment and such Subsidiary Guarantor shall be subrogated to the rights of the person Person to whom such payment shall have been made to the extent of such payment and (iib) in the event any assets of any Subsidiary Guarantor Grantor shall be sold pursuant to this Agreement or any Other Security Document to satisfy in whole or in part a Guaranteed an Obligation of the BorrowerCompany or of any Subsidiary other than such Grantor or one of its Subsidiaries, the Borrower Company shall indemnify such Subsidiary Guarantor Grantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Subsidiary Guarantors may have under applicable law (but subject to Section 6(c)6.03), Holdings and the Borrower agrees jointly and severally agree that (ia) in the event a payment shall be made by any Subsidiary Guarantor under this Guaranty in respect of any Guaranteed Obligation of the BorrowerAgreement, Holdings and the Borrower shall indemnify such Subsidiary Guarantor for the full amount of such payment and such Subsidiary Guarantor shall be subrogated to the rights of the person to whom such payment shall have been made to the extent of such payment and (iib) in the event any assets of any Subsidiary Guarantor shall be sold pursuant to this Agreement or any other Security Document to satisfy in whole or in part a Guaranteed Obligation claim of the Borrowerany Secured Party, Holdings and the Borrower shall indemnify such Subsidiary Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Subsidiary Guarantors may have under applicable law Requirement of Law (but subject to Section 6(c)6.03), the Borrower agrees that (ia) in the event a payment in respect of any Obligation shall be made by any Subsidiary Guarantor (other than the Borrower) under this Guaranty in respect of any Guaranteed Obligation of the BorrowerAgreement, the Borrower shall indemnify such Subsidiary Guarantor for the full amount of such payment and such Subsidiary Guarantor shall be subrogated to the rights of the person Person to whom such payment shall have been made to the extent of such payment and (iib) in the event any assets of any Subsidiary Guarantor Grantor (other than the Borrower) shall be sold pursuant to this Agreement or any other Security Document to satisfy in whole or in part a Guaranteed Obligation of the Borrowerany Obligation, the Borrower shall indemnify such Subsidiary Guarantor Grantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Subsidiary Guarantors may have under applicable law (but subject to Section 6(c))3.03) in respect of any payment hereunder, the each Borrower agrees that (ia) in the event a payment in respect of any obligation of any Borrower shall be made by any Subsidiary Guarantor under this Guaranty (other than a Borrower in respect of any Guaranteed Obligation of the Borrowerits own obligations) under this Agreement, the Borrower Borrowers shall indemnify such Subsidiary Guarantor for the full amount of such payment and such Subsidiary Guarantor shall be subrogated to the rights of the person Person to whom such payment shall have been made to the extent of such payment and (iib) in the event any assets of any Subsidiary Guarantor (other than a Borrower in respect of its own obligations) shall be sold pursuant to any Security Document to satisfy in whole or in part a Guaranteed Obligation of the Borrowerany Secured Obligations owed to any Secured Party, the Borrower Borrowers shall indemnify such Subsidiary Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Subsidiary Guarantors may have under applicable law (but subject to Section 6(c)5.03), the Borrower agrees that (ix) in the event a payment shall be made by any Subsidiary Guarantor under this Guaranty Agreement, in respect of any Guaranteed Obligation its guarantee of the Borrowera Direct Borrower Obligation, the Borrower shall indemnify such Subsidiary Guarantor for the full amount of such payment and such Subsidiary Guarantor shall be subrogated to the rights of the person Person to whom such payment shall have been made to the extent of such payment and (iiy) in the event any assets of any Subsidiary Guarantor shall be sold pursuant to this Agreement or any other Security Document to satisfy in whole or in part a Guaranteed Obligation claim of the Borrowerany Secured Party, in respect of a guarantee of a Direct Borrower Obligation, the Borrower shall indemnify such Subsidiary Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Subsidiary Guarantors may have under applicable law (but subject to Section 6(c)6.03), the each Guarantor that is a Borrower (a “Specified Borrower”) agrees that (ia) in the event a payment shall be made by any Subsidiary Guarantor under this Guaranty Agreement in respect of any Guaranteed Obligation of the such Specified Borrower that has been incurred by it as a Borrower, the such Specified Borrower shall indemnify such Subsidiary Guarantor for the full amount of such payment and such Subsidiary Guarantor shall be subrogated to the rights of the person to whom such payment shall have been made to the extent of such payment and (iib) in the event any assets of any Subsidiary Guarantor shall be sold pursuant to this Agreement or any other Security Document to satisfy in whole or in part a Guaranteed an Obligation of the a Specified Borrower that has been incurred by it as a Borrower, the such Specified Borrower shall indemnify such Subsidiary Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Subsidiary Guarantors may have under applicable law (but subject to Section 6(c)6.03), each of Intermediate Holdings and the Borrower agrees that (ia) in the event a payment in respect of any Secured Obligation shall be made by any Subsidiary Guarantor (other than Intermediate Holdings or the Borrower) under this Guaranty in respect of any Guaranteed Obligation of the BorrowerAgreement, Intermediate Holdings and the Borrower shall indemnify such Subsidiary Guarantor for the full amount of such payment and such Subsidiary Guarantor shall be subrogated to the rights of the person Person to whom such payment shall have been made to the extent of such payment and (iib) in the event any assets of any Subsidiary Guarantor Grantor (other than Intermediate Holdings or the Borrower) shall be sold pursuant to this Agreement or any other Security Document to satisfy in whole or in part a Guaranteed Obligation of the Borrowerany Secured Obligation, Intermediate Holdings and the Borrower shall indemnify such Subsidiary Guarantor Grantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Subsidiary Guarantors may have under applicable law (but subject to Section 6(c)3), the Borrower agrees that (ia) in the event a payment shall be made by any Subsidiary Guarantor under this Guaranty in respect of any Guaranteed Obligation of the BorrowerSecond Priority Subsidiary Guarantee Agreement, the Borrower shall indemnify such Subsidiary Guarantor for the full amount of such payment and such Subsidiary Guarantor shall be subrogated to the rights of the person Person to whom such payment shall have been made to the extent of such payment and (iib) in the event and to the extent any assets of any Subsidiary Guarantor shall be sold pursuant to any Security Second Priority Collateral Document to satisfy in whole or in part a Guaranteed Obligation claim of the Borrowerany Second Priority Debt Party, the Borrower shall indemnify such Subsidiary Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Subsidiary Guarantors may have under applicable law (but subject to Section 6(c)6.03), the Holdings and each Borrower agrees jointly and severally agree that (ia) in the event a payment shall be made by any Subsidiary Guarantor under this Guaranty in respect of any Guaranteed Obligation of the BorrowerAgreement, the Holdings and each Borrower shall indemnify such Subsidiary Guarantor for the full amount of such payment and such Subsidiary Guarantor shall be subrogated to the rights of the person to whom such payment shall have been made to the extent of such payment and (iib) in the event any assets of any Subsidiary Guarantor shall be sold pursuant to this Agreement or any other Security Document to satisfy in whole or in part a Guaranteed Obligation claim of the Borrowerany Secured Party, the Holdings and each Borrower shall indemnify such Subsidiary Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Subsidiary Guarantors may have under applicable law (but subject to Section 6(c)3), the Borrower agrees that (ia) in the event a payment shall be made by any Subsidiary Guarantor under this Guaranty in respect of any Guaranteed Obligation of the BorrowerSubsidiary Guarantee Agreement, the Borrower shall indemnify such Subsidiary Guarantor for the full amount of such payment and and, until such indemnification obligation shall have been satisfied, such Subsidiary Guarantor shall be subrogated to the rights of the person to whom such payment shall have been made to the extent of such payment and (iib) in the event any assets of any Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy in whole or in part a Guaranteed Obligation claim of the Borrowerany Secured Party, the Borrower shall indemnify such Subsidiary Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Subsidiary Guarantors may have under applicable law (but subject to Section 6(c)3), the Borrower agrees that (ia) in the event a payment shall be made by any Subsidiary Guarantor under this Guaranty in respect of any Guaranteed Obligation of the BorrowerSenior Subsidiary Guarantee Agreement, the Borrower shall indemnify such Subsidiary Guarantor for the full amount of such payment and such Subsidiary Guarantor shall be subrogated to the rights of the person Person to whom such payment shall have been made to the extent of such payment and (iib) in the event and to the extent any assets of any Subsidiary Guarantor shall be sold pursuant to any Security Senior Collateral Document to satisfy in whole or in part a Guaranteed Obligation claim of the Borrowerany Senior Secured Party, the Borrower shall indemnify such Subsidiary Guarantor in an amount equal to the greater of the book value or and the fair market value of the assets so sold.

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the U.S. Subsidiary Guarantors may have under applicable law (but in each case subject to Section 6(c)6.03), the Borrower agrees that (ia) in the event a payment of any Obligation shall be made by any U.S. Subsidiary Guarantor under this Guaranty in respect of any Guaranteed Obligation of the BorrowerAgreement, the Borrower shall indemnify such U.S. Subsidiary Guarantor for the full amount of such payment and such U.S. Subsidiary Guarantor shall be subrogated to the rights of the person Person to whom such payment shall have been made to the extent of such payment and (iib) in the event any assets of any Subsidiary Guarantor Grantor shall be sold pursuant to this Agreement or any other Security Document to satisfy in whole or in part a Guaranteed any Obligation of the Borrowerowed to any Secured Creditor, the Borrower shall indemnify such Subsidiary Guarantor Grantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Subsidiary Guarantors and Subsidiary Grantors may have under applicable law (but subject to Section 6(c)2.03), Xxxxx 0 and the Borrower agrees agree that (ia) in the event a payment shall be made by any Subsidiary Guarantor under this Guaranty in respect of any Guaranteed Obligation of the BorrowerGuarantee Agreement, Level 3 and the Borrower shall indemnify such Subsidiary Guarantor for the full amount of such payment and such Subsidiary Guarantor shall be subrogated to the rights of the person to whom such payment shall have been made to the extent of such payment and (iib) in the event any assets of any Subsidiary Guarantor Grantor shall be sold pursuant to the Collateral Agreement or any other Security Document to satisfy in whole or in part a Guaranteed Obligation claim of the Borrowerany Secured Party, Level 3 and the Borrower shall indemnify such Subsidiary Guarantor Grantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Subsidiary Guarantors may have under applicable law (but subject to Section 6(c))3.03) in respect of any payment hereunder, each of the Borrower Borrowers agrees that (ia) in the event a payment in respect of any Secured Obligation owed by such Borrower shall be made by any Subsidiary Guarantor (other than such Borrower or the Company) under this Guaranty in respect of any Guaranteed Obligation of Agreement, such Borrower and the Borrower, the Borrower Company shall indemnify such Subsidiary Guarantor for the full amount of such payment and such Subsidiary Guarantor shall be subrogated to the rights of the person Person to whom such payment shall have been made to the extent of such payment and (iib) in the event any assets of any Subsidiary Guarantor (other than such Borrower or the Company) shall be sold pursuant to this Agreement or any Security Document to satisfy in whole or in part a Guaranteed Obligation of the any Secured Obligations owed by such Borrower, such Borrower and the Borrower Company shall indemnify such Subsidiary Guarantor in an amount equal to the greater of the book value or and the fair market value of the assets so sold.

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Subsidiary Guarantors may have under applicable law (but subject to Section 6(c)the terms, restrictions and limitations set forth in this Subsidiary Guaranty), the Borrower agrees that (i1) in the event a payment in respect of any Guaranteed Obligation shall be made by any Subsidiary Guarantor under this Guaranty in respect of any Guaranteed Obligation of the BorrowerSubsidiary Guaranty, the Borrower shall indemnify such Subsidiary Guarantor for the full amount of such payment and such Subsidiary Guarantor shall be subrogated to the rights of the person Person to whom such payment shall have been made to the extent of such payment and (ii2) in the event any assets of any Subsidiary Guarantor shall be sold pursuant to this Subsidiary Guaranty or any Security other Collateral Document to satisfy in whole or in part a Guaranteed Obligation of the Borrowerowed to Agent or any Lender, the Borrower shall indemnify such Subsidiary Guarantor in an amount equal to the greater great of the book value or the fair market value of the assets so sold.

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Subsidiary Guarantors may have under applicable law (but subject to Section 6(c)3.03 or the Guarantee Agreement), the Borrower hereby agrees that (ia) in the event a payment of an obligation shall be made by any Subsidiary Guarantor under this Guaranty in respect of any Guaranteed Obligation of the BorrowerGuarantee Agreement, the Borrower shall indemnify such Subsidiary Guarantor for the full amount of such payment and such Subsidiary Guarantor shall be subrogated to the rights of the person Person to whom such payment shall have been made to the extent of such payment and (iib) in the event any assets of any Subsidiary Guarantor shall be sold pursuant to any Security Document the Guarantee Agreement to satisfy in whole or in part a an obligation owed to any Guaranteed Obligation of Party (as defined in the BorrowerGuarantee Agreement), the Borrower shall indemnify such Subsidiary Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Subsidiary Guarantors may have under applicable law (but subject to Section 6(c)3), the each Borrower agrees that (ia) in the event a payment shall be made by any Subsidiary Guarantor under this Guaranty in respect the U.S. Guarantee Agreement on account of any Guaranteed Obligation of the such Borrower, the such Borrower and Crown Holdings shall indemnify such Subsidiary Guarantor for the full amount of such payment and such Subsidiary Guarantor shall be subrogated to the rights of the person Person to whom such payment shall have been made to the extent of such payment and (iib) in the event any assets of any Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy in whole or in part a claim of any Secured Creditor on account of any Guaranteed Obligation of the such Borrower, the such Borrower and Crown Holdings shall indemnify such Subsidiary Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Subsidiary Guarantors may have under applicable law (but subject to Section 6(c)3), the Borrower agrees that (ia) in the event a payment shall be made by any Subsidiary Guarantor under this Guaranty in respect of any Guaranteed Obligation of the BorrowerSecond Priority Subsidiary Guarantee Agreement, the Borrower shall indemnify such Subsidiary Guarantor for the full amount of such payment and such Subsidiary Guarantor shall be subrogated to the rights of the person to whom such payment shall have been made to the extent of such payment and (iib) in the event and to the extent any assets of any Subsidiary Guarantor shall be sold pursuant to any Security Second Priority Collateral Document to satisfy in whole or in part a Guaranteed Obligation claim of the Borrowerany Second Priority Debt Party, the Borrower shall indemnify such Subsidiary Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Subsidiary Guarantors may have under applicable law (but subject to Section 6(c)6.03), the Term Borrower agrees that (ia) in the event a payment shall be made by any Subsidiary Guarantor under this Guaranty Agreement in respect of any Guaranteed Obligation Obligations of the Term Borrower that has been incurred by it as the Borrower, the Term Borrower shall indemnify such Subsidiary Guarantor for the full amount of such payment and such Subsidiary Guarantor shall be subrogated to the rights of the person to whom such payment shall have been made to the extent of such payment and (iib) in the event any assets of any Subsidiary Guarantor shall be sold pursuant to this Agreement or any other Security Document to satisfy in whole or in part a Guaranteed an Obligation of the Term Borrower that has been incurred by it as the Borrower, the Term Borrower shall indemnify such Subsidiary Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Subsidiary Guarantors may have under applicable law (but subject to Section 6(c)6.03), the each Borrower agrees that (ia) in the event a payment of an Obligation shall be made by any Subsidiary Guarantor (other than itself) under this Guaranty Agreement in respect of any Guaranteed Obligation of the such Borrower, the such Borrower shall indemnify such Subsidiary Guarantor for the full amount of such payment and such Subsidiary Guarantor shall be subrogated to the rights of the person Person to whom such payment shall have been made to the extent of such payment and (iib) in the event any assets of any Subsidiary Guarantor Grantor (other than itself) shall be sold pursuant to this Agreement or any other Security Document to satisfy in whole or in part a Guaranteed an Obligation of the Borrowersuch Borrower owed to any Secured Party, the such Borrower shall indemnify such Subsidiary Guarantor Grantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Subsidiary Guarantors may have under applicable law (but subject to Section 6(c)3), the Borrower agrees Parents agree that (ia) in the event a payment shall be made by any Subsidiary Guarantor under this Guaranty in respect of any Guaranteed Obligation of the BorrowerSubsidiary Guarantee Agreement, the Borrower Parents shall indemnify such Subsidiary Guarantor for the full amount of such payment and and, until such indemnification obligation shall have been satisfied, such Subsidiary Guarantor shall be subrogated to the rights of the person to whom such payment shall have been made to the extent of such payment and (iib) in the event any assets of any Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy in whole or in part a Guaranteed Obligation claim of the Borrowerany Secured Party, the Borrower Parents shall indemnify such Subsidiary Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Subsidiary Guarantors may have under applicable law (but subject to Section 6(c)6.03), the Borrower agrees that (ia) in the event a payment in respect of any Obligation shall be made by any Subsidiary Guarantor under this Guaranty in respect of any Guaranteed (other than the Borrower, if such Obligation is an obligation of the Borrower) under this Agreement, the Borrower shall indemnify such Subsidiary Guarantor for the full amount of such payment and such Subsidiary Guarantor shall be subrogated to the rights of the person Person to whom such payment shall have been made to the extent of such payment and (iib) in the event any assets of any Subsidiary Guarantor Grantor shall be sold pursuant to this Agreement or any other Security Document to satisfy in whole or in part a Guaranteed any Obligation of the Borrower, the Borrower shall indemnify such Subsidiary Guarantor Grantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Subsidiary Guarantors may have under applicable law (but subject to Section 6(c)3.03), Xxxxx 0 and the Borrower agrees agree, jointly and severally, that (ia) in the event a payment shall be made by any Subsidiary Guarantor under this Guaranty in respect of any Guaranteed Obligation of the BorrowerGuarantee Agreement, Level 3 and the Borrower shall indemnify such Subsidiary Guarantor for the full amount of such payment and such Subsidiary Guarantor shall be subrogated to the rights of the person to whom such payment shall have been made to the extent of such payment and (iib) in the event any assets of any Subsidiary Guarantor shall be sold pursuant to the Collateral Agreement or any other Security Document to satisfy in whole or in part a Guaranteed Obligation claim of the Borrowerany Secured Party, Level 3 and the Borrower shall indemnify such Subsidiary Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Subsidiary Guarantors may have under applicable law (but subject to Section 6(c)6.03), the each Guarantor that is a Borrower (a "Specified Borrower") agrees that (ia) in the event a payment shall be made by any Subsidiary Guarantor under this Guaranty Agreement in respect of any Guaranteed Obligation of the such Specified Borrower that has been incurred by it as a Borrower, the such Specified Borrower shall indemnify such Subsidiary Guarantor for the full amount of such payment and such Subsidiary Guarantor shall be subrogated to the rights of the person to whom such payment shall have been made to the extent of such payment and (iib) in the event any assets of any Subsidiary Guarantor shall be sold pursuant to this Agreement or any other Security Document to satisfy in whole or in part a Guaranteed an Obligation of the a Specified Borrower that has been incurred by it as a Borrower, the such Specified Borrower shall indemnify such Subsidiary Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Subsidiary Guarantors may have under applicable law (but subject to Section 6(c)3), Holdings and the Borrower agrees agree that (ia) in the event a payment shall be made by any Subsidiary Guarantor under this Guaranty in respect of any Guaranteed Obligation of the BorrowerGuarantee Agreement, Holdings and the Borrower shall jointly and severally indemnify such Subsidiary Guarantor for the full amount of any such payment and such Subsidiary Guarantor shall be subrogated to the rights of the person to whom such payment shall have been made to the extent of such payment and (iib) in the event any assets of any Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy in whole or in part a Guaranteed Obligation claim of the Borrowerany Secured Party, Holdings and the Borrower shall jointly and severally indemnify such Subsidiary Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so soldsold in respect of Obligations.

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Subsidiary Guarantors may have under applicable law (but subject to Section 6(c)Sec tion 3), UCAR and the Borrower agrees agree that (ia) in the event a payment pay ment shall be made by any Subsidiary Guarantor under this Guaranty in respect of any Guaranteed Obligation of the BorrowerSubsidiary Guarantee Agreement, UCAR and the Borrower shall indemnify such Subsidiary Guarantor for the full amount of such payment and such Subsidiary Guarantor shall be subrogated to the rights of the person to whom such payment shall have been made to the extent of such payment and (iib) in the event any assets of any Subsidiary Guarantor shall be sold pursuant to any Security Document applicable security agreement or similar instrument or agreement to satisfy in whole or in part a Guaranteed Obligation claim of the Borrowerany Secured Party, UCAR and the Borrower shall indemnify such Subsidiary Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Subsidiary Guarantors may have under applicable law (but subject to Section 6(c7(c)), the Borrower agrees that (i) in the event a payment shall be made by any Subsidiary Guarantor under this Guaranty in respect of any Obligation of the Borrower that constitutes a Guaranteed Obligation of the Borrowersuch Subsidiary Guarantor, the Borrower shall indemnify such Subsidiary Guarantor for the full amount of such payment and such Subsidiary Guarantor shall be subrogated to the rights of the person to whom such payment shall have been made to the extent of such payment and (ii) in the event any assets of any Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy in whole or in part any Obligation of the Borrower that constitute a Guaranteed Obligation of the Borrowersuch Subsidiary Guarantor, the Borrower shall indemnify such Subsidiary Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Subsidiary Guarantors may have under applicable law (but subject to Section 6(c)the terms, restrictions and limitations set forth in this Subsidiary Guaranty), the Borrower agrees that (i1) in the event a payment in respect of any Guaranteed Obligation shall be made by any Subsidiary Guarantor under this Guaranty in respect of any Guaranteed Obligation of the BorrowerSubsidiary Guaranty, the Borrower shall indemnify such Subsidiary Guarantor for the full amount of such payment and such Subsidiary Guarantor shall be subrogated to the rights of the person Person to whom such payment shall have been made to the extent of such payment and (ii2) in the event any assets of any Subsidiary Guarantor shall be sold pursuant to this Subsidiary Guaranty or any Security other Collateral Document to satisfy in whole or in part a Guaranteed Obligation of the Borrowerowed to Agent or any Lender, the Borrower shall indemnify such Subsidiary Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

Indemnity and Subrogation. In addition to all such rights of -------------------------- indemnity and subrogation as the Subsidiary Guarantors may have under applicable law (but subject to Section 6(c)3), Holdings and the Borrower agrees agree that (ia) in the event a payment shall be made by any Subsidiary Guarantor under this Guaranty in respect of any Guaranteed Obligation of the BorrowerGuarantee Agreement, Holdings and the Borrower shall jointly and severally indemnify such Subsidiary Guarantor for the full amount of any such payment and such Subsidiary Guarantor shall be subrogated to the rights of the person to whom such payment shall have been made to the extent of such payment and (iib) in the event any assets of any Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy in whole or in part a Guaranteed Obligation claim of the Borrowerany Secured Party, Holdings and the Borrower shall jointly and severally indemnify such Subsidiary Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so soldsold in respect of Obligations.

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Subsidiary Guarantors Guarantor may have under applicable law (but subject to Section 6(c)5.03), the Borrower agrees that (ia) in the event a payment shall be made by any Subsidiary the Guarantor under this Guaranty Agreement in respect of any Guaranteed Obligation of the Borrower, the Borrower shall indemnify such Subsidiary the Guarantor for the full amount of such payment and such Subsidiary the Guarantor Affinion – Holdings Guarantee and Pledge Agreement shall be subrogated to the rights of the person to whom such payment shall have been made to the extent of such payment and (iib) in the event any assets of any Subsidiary the Guarantor shall be sold pursuant to this Agreement or any other Security Document to satisfy in whole or in part a Guaranteed Obligation of the Borrower, the Borrower shall indemnify such Subsidiary the Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

Indemnity and Subrogation. In addition to all such rights of indemnity and ------------------------- subrogation as the Subsidiary Guarantors may have under applicable law (but subject to Section 6(c)3), the Borrower agrees that (ia) in the event a payment shall be made by any Subsidiary Guarantor under this Guaranty in respect of any Guaranteed Obligation of the BorrowerGuarantee Agreement, the Borrower shall indemnify such Subsidiary Guarantor for the full amount of such payment and such Subsidiary Guarantor shall be subrogated to the rights of the person Person to whom such payment shall have been made to the extent of such payment and and, if applicable, (iib) in the event any assets of Capital Stock which is owned or held by any Guarantor in any Subsidiary of such Guarantor and which is pledged to the Collateral Agent under a Stock Pledge Agreement shall be sold pursuant to any Security Document such Stock Pledge Agreement to satisfy in whole or in part a Guaranteed Obligation claim of the Borrowerany Secured Party, the Borrower shall indemnify such Subsidiary Guarantor in an amount equal to the greater of the book value or the fair market value of the assets Capital Stock so sold.

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Subsidiary Guarantors may have under applicable law (but subject to Section 6(c))3.03) in respect of any payment hereunder, the Borrower agrees that (ia) in the event a payment in respect of any Loan Document Obligation shall be made by any Subsidiary Guarantor under this Guaranty in respect of any Guaranteed Obligation of the BorrowerAgreement, the Borrower shall indemnify such Subsidiary Guarantor for the full amount of such payment and such Subsidiary Guarantor shall be subrogated to the rights of the person Person to whom such payment shall have been made to the extent of such payment and (iib) in the event any assets of any Subsidiary Guarantor shall be sold pursuant to this Agreement or any Security Loan Document to satisfy in whole or in part a Guaranteed Obligation of the Borrowerany Loan Document Obligations, the Borrower shall indemnify such Subsidiary Guarantor in an amount equal to the greater of the book value or and the fair market value of the assets so sold.

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Subsidiary Guarantors may have under applicable law (but subject to Section 6(c)6.03), the Borrower agrees that (ia) in the event a payment in respect of any Obligation shall be made by any Subsidiary Guarantor under this Guaranty in respect of any Guaranteed (other than the Borrower, if such Obligation is an obligation of the Borrower) under this Agreement, the Borrower shall indemnify such Subsidiary Guarantor for the full amount of such payment and such Subsidiary Guarantor shall be subrogated to the rights of the person Person to whom such payment shall have been made to the extent of such payment and (iib) in the event any assets of any Subsidiary Guarantor Grantor shall be sold pursuant to this Agreement or any other Security Document to satisfy in whole or in part a Guaranteed any Obligation of the Borrower, the Borrower shall indemnify such Subsidiary Guarantor Grantor in an amount equal to the greater of the book value or the fair market value of the assets so sold. SECTION 6.02.

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Subsidiary Guarantors may have under applicable law (but subject to Section 6(c)6.03), the each Guarantor that is a Borrower (a "SPECIFIED BORROWER") agrees that (ia) in the event a payment shall be made by any Subsidiary Guarantor under this Guaranty Agreement in respect of any Guaranteed Obligation of the such Specified Borrower that has been incurred by it as a Borrower, the such Specified Borrower shall indemnify such Subsidiary Guarantor for the full amount of such payment and such Subsidiary Guarantor shall be subrogated to the rights of the person to whom such payment shall have been made to the extent of such payment and (iib) in the event any assets of any Subsidiary Guarantor shall be sold pursuant to this Agreement or any other Security Document to satisfy in whole or in part a Guaranteed an Obligation of the a Specified Borrower that has been incurred by it as a Borrower, the such Specified Borrower shall indemnify such Subsidiary Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

Indemnity and Subrogation. In addition to all such rights ------------------------- of indemnity and subrogation as the Subsidiary Guarantors may have under applicable law (but subject to Section 6(c)6.03), the each Borrower agrees that (ia) in the event a payment shall be made by any Subsidiary Guarantor under this Guaranty Agreement in respect of any Guaranteed Obligation of the such Borrower, the then such Borrower shall indemnify such Subsidiary Guarantor for the full amount of such payment and such Subsidiary Guarantor shall be subrogated to the rights of the person Person to whom such payment shall have been made to the extent of such payment and (iib) in the event any assets of any Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy in whole or in part a Guaranteed an Obligation of the such Borrower, the then such Borrower shall indemnify such Subsidiary Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.