Common use of Indemnity, Contribution, and Subrogation Clause in Contracts

Indemnity, Contribution, and Subrogation. (a) In addition to all such rights of indemnity and subrogation as each Guarantor may have under applicable law (but subject to Section 4 hereof), the Borrower agrees that (i) in the event a payment shall be made on behalf of the Borrower by any Guarantor hereunder, the Borrower shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the person to whom such payment shall have been made to the extent of such payment, and (ii) in the event any assets of any Guarantor shall be sold to satisfy a claim of any Guaranteed Party hereunder, the Borrower shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold. (b) Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section 4 hereof), that, in the event a payment shall be made by any other Guarantor hereunder, or assets of any other Guarantor shall be sold to satisfy a claim of any Guaranteed Party hereunder, and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in paragraph (a) above, each Contributing Guarantor shall indemnify each Claiming Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of the Borrower and all of the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 22, the date of the Supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this paragraph (b) shall be subrogated to the rights of such Claiming Guarantor under paragraph (a) above to the extent of such payment. As used herein, the term “net worth” shall mean, as at any date of determination, the consolidated shareholders’ equity of the Borrower and the Guarantors, as determined in each case on a consolidated basis in accordance with GAAP.

Indemnity, Contribution, and Subrogation. (a) In addition to all such rights of indemnity and subrogation as each Guarantor may have under applicable law (but subject to Section 4 hereof), the Borrower Company agrees that (i) in the event a payment shall be made on behalf of the Borrower Company by any Guarantor hereunder, the Borrower Company shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the person to whom such payment shall have been made to the extent of such payment, and (ii) in the event any assets of any Guarantor shall be sold to satisfy a claim of any Guaranteed Party hereunder, the Borrower Company shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold. (b) Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section 4 hereof), that, in the event a payment shall be made by any other Guarantor hereunder, or assets of any other Guarantor shall be sold to satisfy a claim of any Guaranteed Party hereunder, and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower Company as provided in paragraph (a) above, each Contributing Guarantor shall indemnify each Claiming Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of the Borrower Company and all of the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 22, the date of the Supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this paragraph (b) shall be subrogated to the rights of such Claiming Guarantor under paragraph (a) above to the extent of such payment. As used herein, the term “net worth” shall mean, as at any date of determination, the consolidated shareholders’ equity of the Borrower Company and the Guarantors, as determined in each case on a consolidated basis in accordance with GAAP.

Indemnity, Contribution, and Subrogation. (a) In addition to all such rights of indemnity and subrogation as each the Guarantor may have under applicable law (but subject to Section 4 hereof), the Borrower Company agrees that (i) in the event a payment shall be made on behalf of the Borrower Company by any the Guarantor hereunder, the Borrower Company shall indemnify such the Guarantor for the full amount of such payment and such the 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 the Guarantor shall be sold to satisfy a claim of any Guaranteed Party hereunder, the Borrower Company shall indemnify such the Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold. (b) Each The Guarantor (a “Contributing Guarantor”) agrees (subject to Section 4 hereof), that, in the event a payment shall be made by any other Guarantor hereunderguarantor covering any portion of the Guaranteed Obligations, or assets of any other Guarantor guarantor shall be sold to satisfy a claim of any Guaranteed Party hereunder, and such other Guarantor guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower Company as provided in paragraph (a) above, each the Contributing Guarantor shall indemnify each Claiming Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of the Borrower Company and all of the Guarantors Guarantor on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 22, the date of the Supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this paragraph (b) shall be subrogated to the rights of such Claiming Guarantor under paragraph (a) above to the extent of such payment. As used herein, the term “net worth” shall mean, as at any date of determination, the consolidated shareholders’ equity of the Borrower Company and the GuarantorsGuarantor, as determined in each case on a consolidated basis in accordance with GAAP.

Indemnity, Contribution, and Subrogation. (a) In addition to all such rights of indemnity and subrogation as each Guarantor may have under applicable law (but subject to Section 4 hereof)law, the Borrower Servicer agrees that (i) in the event a payment shall be made on behalf of the Borrower Sponsor by any Guarantor hereunder, the Borrower Sponsor shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the person to whom such payment shall have been made to the extent of such payment, and (ii) in the event any assets of any Guarantor shall be sold to satisfy a claim of any Guaranteed Party hereunder, the Borrower Sponsor shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold. (b) Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section 4 hereof), that, in the event a payment shall be made by any other Guarantor hereunder, or assets of any other Guarantor shall be sold to satisfy a claim of any Guaranteed Party hereunder, and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower Sponsor as provided in paragraph (a) above, each Contributing Guarantor shall indemnify each Claiming Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of the Borrower Sponsor and all of the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 2219, the date of the Supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this paragraph (b) shall be subrogated to the rights of such Claiming Guarantor under paragraph (a) above to the extent of such payment. As used herein, the term “net worth” shall mean, as at any date of determination, the consolidated shareholders’ equity of the Borrower Sponsor and the Guarantors, as determined in each case on a consolidated basis in accordance with GAAP.

Indemnity, Contribution, and Subrogation. (a) In addition to all such rights of indemnity and subrogation as each Guarantor may have under applicable law (but subject to Section 4 hereof)law, the Borrower Servicer agrees that (i) in the event a payment shall be made on behalf of the Borrower Sponsor by any Guarantor hereunder, the Borrower Sponsor shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the person to whom such payment shall have been made to the extent of such payment, and (ii) in the event any assets of any Guarantor shall be sold to satisfy a claim of any Guaranteed Party hereunder, the Borrower Sponsor shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold. (b) Each Guarantor (a “"Contributing Guarantor”") agrees (subject to Section 4 hereof), that, in the event a payment shall be made by any other Guarantor hereunder, or assets of any other Guarantor shall be sold to satisfy a claim of any Guaranteed Party hereunder, and such other Guarantor (the “"Claiming Guarantor”") shall not have been fully indemnified by the Borrower Sponsor as provided in paragraph (a) above, each Contributing Guarantor shall indemnify each Claiming Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of the Borrower Sponsor and all of the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 2219, the date of the Supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this paragraph (b) shall be subrogated to the rights of such Claiming Guarantor under paragraph (a) above to the extent of such payment. As used herein, the term “"net worth” " shall mean, as at any date of determination, the consolidated shareholders’ ' equity of the Borrower Sponsor and the Guarantors, as determined in each case on a consolidated basis in accordance with GAAP.

Indemnity, Contribution, and Subrogation. (a) In addition to all such rights of indemnity and subrogation as each Guarantor may have under applicable law (but subject to Section 4 5 hereof), the Borrower agrees that (i) in the event a payment shall be made on behalf of the Borrower by any Guarantor hereunder, the Borrower shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the person to whom such payment shall have been made to the extent of such payment, and (ii) in the event any assets of any Guarantor shall be sold to satisfy a claim of any Guaranteed Party hereunder, the Borrower shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold. (b) Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section 4 5 hereof), that, in the event a payment shall be made by any other Guarantor hereunder, or assets of any other Guarantor shall be sold to satisfy a claim of any Guaranteed Party hereunder, and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in paragraph (a) above, each Contributing Guarantor shall indemnify each Claiming Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of the Borrower and all of the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 2221, the date of the Supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this paragraph (b) shall be subrogated to the rights of such Claiming Guarantor under paragraph (a) above to the extent of such payment. As used herein, the term “net worth” shall mean, as at any date of determination, the consolidated shareholders’ equity of the Borrower and the Guarantors, as determined in each case on a consolidated basis in accordance with GAAP.

Indemnity, Contribution, and Subrogation. (a) In addition to all such rights of indemnity and subrogation as each Guarantor may have under applicable law (but subject to Section 4 hereof)law, the Borrower Servicer agrees that (i) in the event a payment shall be made on behalf of the Borrower Sponsor by any Guarantor hereunder, the Borrower Sponsor shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the person to whom such payment shall have been made to the extent of such payment, and (ii) in the event any assets of any Guarantor shall be sold to satisfy a claim of any Guaranteed Party hereunder, the Borrower Sponsor shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold. (b) Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section 4 hereof), that, in the event a payment shall be made by any other Guarantor hereunder, or assets of any other Guarantor shall be sold to satisfy a claim of any Guaranteed Party hereunder, and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower Sponsor as provided in paragraph (a) aboveSection 21(a), each Contributing Guarantor shall indemnify each Claiming Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of the Borrower Sponsor and all of the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 2219, the date of the Supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this paragraph (bSection 21(b) shall be subrogated to the rights of such Claiming Guarantor under paragraph (aSection 21(a) above to the extent of such payment. As used herein, the term “net worth” shall mean, as at any date of determination, the consolidated shareholders’ equity of the Borrower Sponsor and the Guarantors, as determined in each case on a consolidated basis in accordance with GAAP. Each Guarantor has read, understands, and agrees to the provisions of this Agreement and has executed the same voluntarily, under seal, with full authority and with the intent to be legally bound by its terms, conditions, and obligations. THE AARON’S COMPANY, INC., as Holdings By: Name: Title: XXXXX INVESTMENT COMPANY, LLC as a Guarantor By: Name: Title: AARON’S BUSINESS REAL ESTATE HOLDINGS, LLC, as a Guarantor By: Name: Title: AARON’S LOGISTICS, LLC, as a Guarantor By: Name: Title: AARON’S US HOLDCO, INC., as a Guarantor By: Name: Title: ENVIZZO, LLC, as a Guarantor By: Name: Title: WOODHAVEN FURNITURE INDUSTRIES, LLC, as a Guarantor By: Name: Title: AARON’S RETAIL SOLUTIONS, LLC, as a Guarantor By: Name: Title: RETAIL RTO SOLUTIONS, LLC, as a Guarantor By: Name: Title: INTERBOND OF AMERICA, LLC, as a Guarantor By: Name: Title: BRANDSMART USA OF SOUTH DADE, LLC, as a Guarantor By: Name: Title: BRANDSMART U.S.A. OF GEORGIA, LLC, as a Guarantor By: Name: Title: BRANDS MART SERVICE, LLC, as a Guarantor By: Name: Title: BRANDSMART USA DADELAND, LLC, as a Guarantor By: Name: Title: BRANDSMART U.S.A. OF XXXXXXX COUNTY, LLC, as a Guarantor By: Name: Title: TRUIST BANK, as Servicer By: Name: Title: The Aaron’s Company, Inc. Xxxxx Investment Company, LLC 000 Xxxxxxxx Xxxxxxx XX, Xxxxx 000 Aaron’s Business Real Estate Holdings, LLC Xxxxxxx, XX 00000 Aaron’s Logistics, LLC Attn: Chief Financial Officer Aaron’s US HoldCo, Inc. Envizzo, LLC Woodhaven Furniture Industries, LLC Aaron’s Retail Solutions, LLC Retail RTO Solutions, LLC Interbond of America, LLC Brandsmart USA of South Dade, LLC Brandsmart U.S.A. of Georgia, LLC Brands Mart Service, LLC Brandsmart USA Dadeland, LLC Brandsmart U.S.A. of Xxxxxxx County, LLC This SUPPLEMENT NO. [ ] (this “Supplement”), dated as of [ ], to the Guaranty Agreement (the “Guaranty Agreement”) dated as of April 1, 2022, among THE AARON’S COMPANY, INC., a Georgia corporation (“Holdings”), certain Subsidiaries of Holdings listed on Schedule I thereto (together with Holdings, each, individually, a “Guarantor” and collectively, the “Guarantors”) and TRUIST BANK, a North Carolina banking corporation, as Servicer (the “Servicer”) for the Participants (as defined in the Loan Facility Agreement referred to below) (the Servicer and the Participants shall hereafter be referred to collectively as the Guaranteed Parties). A. Reference is made to the Loan Facility Agreement and Guaranty, dated as of April 1, 2022 (as amended, supplemented or otherwise modified from time to time, the “Loan Facility Agreement”), among the Sponsor, Holdings, the lending institutions listed on the signature pages thereto (the “Participants”) and the Servicer.