Common use of Indemnity Subrogation and Subordination Clause in Contracts

Indemnity Subrogation and Subordination. Upon payment by any Grantor of any Secured Obligations, all rights of such Grantor against the Borrower or any other Grantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the Secured Obligations (other than (i) contingent indemnity obligations for then unasserted claims; (ii) obligations and liabilities under Secured Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank shall have been made; or (iii) Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank shall have been made) and the termination of all Commitments to any Loan Party under any Loan Document. If any amount shall erroneously be paid to the Borrower or any other Grantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrower or any other Grantor, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Collateral Agent to be credited against the payment of the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Grantor (other than the Borrower) shall, under this Agreement or the Credit Agreement as a joint and several obligor, repay any of the Secured Obligations (an “Accommodation Payment”), then the Grantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Grantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Grantors. As of any date of determination, the “Allocable Amount” of each Grantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor hereunder and under the Credit Agreement without (a) rendering such Grantor “insolvent” within the meaning of Section 101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Grantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA.

Indemnity Subrogation and Subordination. Upon payment by any Grantor of any Secured Obligations, all rights of such Grantor against the Borrower or any other Grantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the Secured Obligations (other than (i) contingent indemnity obligations for then unasserted claims; (ii) obligations and liabilities under Secured Specified Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank Qualified Counterparty shall have been made; or and (iii) Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank shall have been made) and the termination of all Commitments to any Loan Party under any Loan DocumentCommitments. If any amount shall erroneously be paid to the Borrower or any other Grantor in contravention of the foregoing subordination on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrower or any other Grantor, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Collateral Agent to be credited against the payment of the Secured Obligations, whether matured or unmatured, in accordance with the terms of the First Lien Credit Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Grantor (other than the Borrower) shall, under this Agreement or the First Lien Credit Agreement as a joint and several obligor, repay any of the Secured Obligations (an “Accommodation Payment”), then the Grantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Grantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Grantors. As of any date of determination, the “Allocable Amount” of each Grantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor hereunder and under the First Lien Credit Agreement without (a) rendering such Grantor “insolvent” within the meaning of Section 101 (3132) of the Bankruptcy CodeCode of the United States, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy CodeCode of the United States, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Grantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code of the United States or Section 4 of the UFTA, or Section 5 of the UFCA.

Indemnity Subrogation and Subordination. Upon payment by any Grantor of any Secured Obligations, all rights of such Grantor against the Borrower or any other Grantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the Secured Obligations (other than (i) contingent indemnity obligations for then unasserted claims; (ii) obligations and liabilities under Secured Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank shall have been made; or (iii) Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank shall have been made) and the termination of all Commitments to any Loan Party under any Loan Document). If any amount shall erroneously be paid to the Borrower or any other Grantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrower or any other Grantor, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Collateral Agent to be credited against the payment of the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Grantor (other than the Borrower) shall, under this Agreement or the Credit Agreement as a joint and several obligor, repay any of the Secured Obligations (an “Accommodation Payment”), then the Grantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Grantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Grantors. As of any date of determination, the “Allocable Amount” of each Grantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor hereunder and under the Credit Agreement without (a) rendering such Grantor “insolvent” within the meaning of Section 101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Grantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA.

Indemnity Subrogation and Subordination. Upon payment by any Grantor Guarantor of any Secured Guaranteed Obligations, all rights of such Grantor Guarantor against the Borrower or any other Grantor Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the Secured Guaranteed Obligations (other than (i) excluding contingent indemnity obligations for then unasserted claims; (ii) obligations and liabilities under Secured Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank shall have been made; or (iii) Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank shall have no claim has been made) and the termination of all Commitments to any Loan Party under any Loan Document. If any amount shall erroneously be paid to the Borrower or any other Grantor Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrower or any other GrantorGuarantor, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Collateral Administrative Agent to be credited against the payment of the Secured Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Term Loan Credit Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Grantor (other than the Borrower) Guarantor shall, under this Agreement or the Term Loan Credit Agreement as a joint and several obligor, repay any of the Secured Guaranteed Obligations constituting Loans made to another Loan Party under the Term Loan Credit Agreement (an “Accommodation Payment”), then the Grantor Guarantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors Guarantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other GrantorGuarantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the GrantorsGuarantors; provided that such rights of contribution and indemnification shall be subordinated to the prior payment in full, in cash, of all of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made). As of any date of determination, the “Allocable Amount” of each Grantor Guarantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor Guarantor hereunder and under the Term Loan Credit Agreement without (a) rendering such Grantor Guarantor “insolvent” within the meaning of Section 101 (31) of the Bankruptcy CodeCode of the United States, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor Guarantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy CodeCode of the United States, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Grantor Guarantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code of the United States or Section 4 of the UFTA, or Section 5 of the UFCA.

Indemnity Subrogation and Subordination. Upon payment by any Grantor Guarantor of any Secured Guaranteed Obligations, all rights of such Grantor Guarantor against the Borrower or any other Grantor Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the Secured Guaranteed Obligations (other than (i) excluding contingent indemnity obligations for then unasserted claims; (ii) obligations and liabilities under Secured Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank shall have been made; or (iii) Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank shall have no claim has been made) and the termination of all Commitments to any Loan Party the Borrower under any Loan Documentthe First Lien Credit Agreement. If any amount shall erroneously be paid to the Borrower or any other Grantor Guarantor in violation of the foregoing restrictions on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrower or any other GrantorGuarantor, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Collateral Administrative Agent to be credited against the payment of the Secured Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the First Lien Credit Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Grantor (other than the Borrower) Guarantor shall, under this Agreement or the First Lien Credit Agreement as a joint and several obligor, repay any of the Secured Guaranteed Obligations constituting Loans or other advances made to another Loan Party under the First Lien Credit Agreement (an “Accommodation Payment”), then the Grantor Guarantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors Guarantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other GrantorGuarantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the GrantorsGuarantors; provided that such rights of contribution and indemnification shall be subordinated to the prior payment in full, in cash, of all of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made). As of any date of determination, the “Allocable Amount” of each Grantor Guarantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor Guarantor hereunder and under the First Lien Credit Agreement without (a) rendering such Grantor Guarantor “insolvent” within the meaning of Section 101 (3132) of the Bankruptcy CodeCode of the United States, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor Guarantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy CodeCode of the United States, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Grantor Guarantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code of the United States or Section 4 of the UFTA, or Section 5 of the UFCA.

Indemnity Subrogation and Subordination. Upon payment by any Grantor Guarantor of any Secured Guaranteed Obligations, all rights of such Grantor Guarantor against the Borrower or any other Grantor Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the Secured Guaranteed Obligations (other than (i) excluding contingent indemnity obligations for then unasserted claims; (ii) obligations and liabilities under Secured Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank shall have been made; or (iii) Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank shall have no claim has been made) and the termination of all Commitments to any Loan Party under any Loan Document. If any amount shall erroneously be paid to the Borrower or any other Grantor Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrower or any other GrantorGuarantor, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Collateral Administrative Agent to be credited against the payment of the Secured Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Grantor (other than the Borrower) Guarantor shall, under this Agreement or the Credit Agreement as a joint and several obligor, repay any of the Secured Guaranteed Obligations constituting Loans made to another Loan Party under the Credit Agreement (an “Accommodation Payment”), then the Grantor Guarantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors Guarantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other GrantorGuarantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the GrantorsGuarantors; provided that such rights of contribution and indemnification shall be subordinated to the prior payment in full, in cash, of all of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made). As of any date of determination, the “Allocable Amount” of each Grantor Guarantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor Guarantor hereunder and under the Credit Agreement without (a) rendering such Grantor Guarantor “insolvent” within the meaning of Section 101 (31) of the Bankruptcy CodeCode of the United States, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor Guarantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy CodeCode of the United States, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Grantor Guarantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code of the United States or Section 4 of the UFTA, or Section 5 of the UFCA.

Indemnity Subrogation and Subordination. Upon payment by any Grantor Guarantor of any Secured Guaranteed Obligations, all rights of such Grantor Guarantor against the Borrower Company or any other Grantor Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the Secured Obligations (other than (i) contingent indemnity obligations for then unasserted claims; (ii) obligations and liabilities under Secured Hedge Agreements as to which arrangements satisfactory to until the applicable Hedge Bank shall have been made; or (iii) Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank shall have been made) and the termination Date of all Commitments to any Loan Party under any Loan DocumentFull Satisfaction. If any amount shall erroneously be paid to the Borrower Company or any other Grantor Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrower Company or any other GrantorGuarantor, such amount shall be held in trust for the benefit of the Secured Parties Administrative Agent for the benefit of the Lenders and shall forthwith promptly be paid to the Collateral Administrative Agent to be credited against the payment of the Secured Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Grantor (other than the Borrower) Guarantor shall, under this Agreement Guaranty or the Credit Agreement as a joint and several obligor, repay any of the Secured Guaranteed Obligations constituting Advances made to another Loan Party under the Agreement (an “Accommodation Payment”), then the Grantor Guarantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors Guarantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other GrantorGuarantor’s Allocable Amount (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the GrantorsGuarantors; provided that such rights of contribution, subrogation, reimbursement and indemnification shall be subordinated to the prior payment of the Obligations until the Date of Full Satisfaction. As of any date of determination, the “Allocable Amount” of each Grantor Guarantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor Guarantor hereunder and under the Credit Agreement without (a) rendering such Grantor Guarantor “insolvent” within the meaning of Section 101 (31) of the Bankruptcy CodeCode of the United States, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) UFTA or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor Guarantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy CodeCode of the United States, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Grantor Guarantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code of the United States or Section 4 of the UFTA, or Section 5 of the UFCA. No failure on the part of the Company or any Guarantor to make the payments required by this Section 3.01 (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Guarantor with respect to its obligations under this Guaranty, and each Guarantor shall remain liable for the full amount of the obligations of such Guarantor hereunder.

Indemnity Subrogation and Subordination. Upon payment by any Grantor of any Secured Obligations, all rights of such Grantor against the Borrower or any other Grantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash Discharge of all the Secured Obligations (other than (i) contingent indemnity obligations for then unasserted claims; (ii) obligations and liabilities under Secured Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank shall have been made; or (iii) Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank shall have been made) and the termination of all Commitments to any Loan Party under any Loan DocumentObligations. If any amount shall erroneously be paid to the Borrower or any other Grantor in contravention of the foregoing subordination on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrower or any other Grantor, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Collateral Agent to be credited against the payment of the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement and the other Loan Documents. Subject to the foregoing, including without limitation, the Discharge of Secured Obligations, to the extent that any Grantor (other than the Borrower) shall, under this Agreement or the Credit Agreement as a joint and several obligor, repay any of the Secured Obligations (an “Accommodation Payment”), then the Grantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Grantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Grantors. As of any date of determination, the “Allocable Amount” of each Grantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor hereunder and under the Credit Agreement without (a) rendering such Grantor “insolvent” within the meaning of Section 101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Grantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA.

Indemnity Subrogation and Subordination. Upon payment by any Grantor Guarantor of any Secured Guaranteed Obligations, all rights of such Grantor Guarantor against the any Borrower or any other Grantor Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment payments that must be made in full in cash of all order for the Secured Obligations (other than (i) contingent indemnity obligations for then unasserted claims; (ii) obligations and liabilities under Secured Hedge Agreements as Termination Conditions to which arrangements satisfactory to the applicable Hedge Bank shall have been made; or (iii) Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank shall have been made) and the termination of all Commitments to any Loan Party under any Loan Documentbe satisfied. If any amount shall erroneously be paid to the any Borrower or any other Grantor Guarantor in violation of the foregoing restrictions on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the any Borrower or any other GrantorGuarantor, such amount shall be held in trust for the benefit of the Secured Guaranteed Parties and shall forthwith be paid to the Collateral Administrative Agent to be credited against the payment of the Secured Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Grantor (other than the Borrower) Guarantor shall, under this Agreement or the Credit Agreement as a joint and several obligor, repay any of the Secured Guaranteed Obligations constituting Loans or other advances made to another Loan Party under the Credit Agreement (an “Accommodation Payment”), then the Grantor Guarantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors Guarantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other GrantorGuarantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the GrantorsGuarantors; provided that such rights of contribution and indemnification shall be subordinated to the prior payment of the payments that must be made in order for the Termination Conditions to be satisfied. As of any date of determination, the “Allocable Amount” of each Grantor Guarantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor Guarantor hereunder and under the Credit Agreement without (a) rendering such Grantor Guarantor “insolvent” within the meaning of Section 101 (31) of the Bankruptcy CodeCode of the United States, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor Guarantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy CodeCode of the United States, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Grantor Guarantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code of the United States or Section 4 of the UFTA, or Section 5 of the UFCA.

Indemnity Subrogation and Subordination. Upon payment by any Grantor of any Secured Obligations, all rights of such Grantor against the Borrower or any other Grantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash satisfaction of all the Secured Obligations (other than (i) contingent indemnity obligations for then unasserted claims; (ii) obligations and liabilities under Secured Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank shall have been made; or (iii) Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank shall have been made) and the termination of all Commitments to any Loan Party under any Loan DocumentTermination Conditions. If any amount shall erroneously be paid to the Borrower or any other Grantor in contravention of the foregoing subordination on account of (ia) such subrogation, contribution, reimbursement, indemnity or similar right or (iib) any such indebtedness of the Borrower or any other Grantor, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith promptly be paid to the Collateral Agent to be credited against the payment of the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Grantor (other than the Borrower) shall, under this Agreement or the Credit Agreement as a joint and several obligor, repay any of the Secured Obligations (an “Accommodation Payment”), then the Grantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Grantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Grantors. As of any date of determination, the “Allocable Amount” of each Grantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor hereunder and under the Credit Agreement without (a) rendering such Grantor “insolvent” within the meaning of Section 101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Grantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA.

Indemnity Subrogation and Subordination. Upon payment by any Grantor Guarantor of any Secured Guaranteed Obligations, all rights of such Grantor Guarantor against the any Borrower or any other Grantor Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the Secured Guaranteed Obligations (other than (i) excluding contingent indemnity obligations for then unasserted claims; (ii) obligations and liabilities under Secured Hedge Agreements as to which arrangements no claim has been asserted, obligations under Swap Agreements, Deposit Obligations and the outstanding amount of LC Obligations related to any Letter of Credit that has been cash collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Hedge Issuing Bank shall have been made; or (iii) Cash Management Obligations as to which arrangements satisfactory deemed reissued under another agreement reasonably acceptable to the applicable Cash Management Bank shall have been madeIssuing Bank) and the termination of all Commitments to any Loan Party under any Loan Document. If any amount shall erroneously be paid to the any Borrower or any other Grantor Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the any Borrower or any other GrantorGuarantor, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith promptly be paid to the Collateral Administrative Agent to be credited against the payment of the Secured Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Grantor (other than the Borrower) Guarantor shall, under this Agreement or the Credit Agreement as a joint and several obligor, repay any of the Secured Guaranteed Obligations constituting Loans made to another Loan Party under the Credit Agreement (an “Accommodation Payment”), then the Grantor Guarantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors Guarantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other GrantorGuarantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the GrantorsGuarantors; provided that such rights of contribution and indemnification shall be subordinated to the prior payment in full, in cash, of all of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been asserted, obligations under Swap Agreements, Deposit Obligations and the outstanding amount of LC Obligations related to any Letter of Credit that has been cash collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank). As of any date of determination, the “Allocable Amount” of each Grantor Guarantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor Guarantor hereunder and under the Credit Agreement without (a) rendering such Grantor Guarantor “insolvent” within the meaning of Section 101 (31) of the Bankruptcy CodeCode of the United States, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor Guarantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy CodeCode of the United States, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Grantor Guarantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code of the United States or Section 4 of the UFTA, or Section 5 of the UFCA.

Indemnity Subrogation and Subordination. Upon payment by Each Grantor hereby unconditionally and irrevocably agrees not to exercise any Grantor of any Secured Obligations, all rights of such Grantor that it may now have or hereafter acquire against the Borrower Borrowers or any other Grantor arising as a result thereof by way that arise from the existence, payment, performance or enforcement of such Grantor’s Secured Obligations under or in respect of this Agreement or any other Finance Document, including, without limitation, any right of subrogation, contribution, reimbursement, indemnity exoneration, contribution or otherwise shall indemnification and any right to participate in all respects be subordinate and junior any claim or remedy of any Secured Party against the Borrowers or any other Grantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right of payment to take or receive from the prior payment in full Borrowers or any other Grantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Secured Obligations (other than (i) contingent indemnity obligations for then unasserted claims; (ii) obligations and liabilities all other amounts payable under this Agreement shall have been paid in full, all Letters of Credit, all Secured Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank and all Secured Cash Management Agreements shall have expired or been made; or (iii) Cash Management Obligations as to which arrangements satisfactory to terminated and the applicable Cash Management Bank Revolving Credit Commitments shall have expired or been made) and the termination of all Commitments to any Loan Party under any Loan Documentterminated. If any amount shall erroneously be paid to the any Borrower or any other Grantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the any Borrower or any other Grantor, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Collateral Agent to be credited against the payment of the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Grantor (other than the Borrower) shall, under this Agreement or the Credit Agreement as a joint and several obligor, repay any of the Secured Obligations (an “Accommodation Payment”), then the Grantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Grantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Grantors. As of any date of determination, the “Allocable Amount” of each Grantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor hereunder and under the Credit Agreement without (a) rendering such Grantor “insolvent” within the meaning of Section 101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Grantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA.

Indemnity Subrogation and Subordination. Upon payment by any Grantor Guarantor of any Secured Guaranteed Obligations, all rights of such Grantor Guarantor against the Borrower or any other Grantor Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the Secured Guaranteed Obligations (other than (i) excluding contingent indemnity obligations for then unasserted claims; (ii) obligations and liabilities under Secured Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank shall have been made; or (iii) Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank shall have no claim has been made) and the termination of all Revolving Credit Commitments to any Loan Party under any Loan Document. If any amount shall erroneously be paid to the Borrower or any other Grantor Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrower or any other GrantorGuarantor, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Collateral Administrative Agent to be credited against the payment of the Secured Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the ABL Credit Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Grantor (other than the Borrower) Guarantor shall, under this Agreement or the ABL Credit Agreement as a joint and several obligor, repay any of the Secured Guaranteed Obligations constituting Loans made to another Loan Party under the ABL Credit Agreement (an “Accommodation Payment”), then the Grantor Guarantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors Guarantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other GrantorGuarantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the GrantorsGuarantors; provided that such rights of contribution and indemnification shall be subordinated to the prior payment in full, in cash, of all of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made). As of any date of determination, the “Allocable Amount” of each Grantor Guarantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor Guarantor hereunder and under the ABL Credit Agreement without (a) rendering such Grantor Guarantor “insolvent” within the meaning of Section 101 (31) of the Bankruptcy CodeCode of the United States, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor Guarantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy CodeCode of the United States, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Grantor Guarantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code of the United States or Section 4 of the UFTA, or Section 5 of the UFCA.

Indemnity Subrogation and Subordination. Upon payment by any Grantor of any Secured Obligations, all rights of such Grantor against the Borrower or any other Grantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash satisfaction of all the Secured Obligations (other than (i) contingent indemnity obligations for then unasserted claims; (ii) obligations and liabilities under Secured Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank shall have been made; or (iii) Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank shall have been made) and the termination of all Commitments to any Loan Party under any Loan DocumentTermination Conditions. If any amount shall erroneously be paid to the Borrower or any other Grantor in contravention of the foregoing subordination on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrower or any other Grantor, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith shall, subject to the terms of the Intercreditor Agreement, promptly be paid to the Collateral Agent to be credited against the payment of the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Grantor (other than the Borrower) shall, under this Agreement or the Credit Agreement as a joint and several obligor, repay any of the Secured Obligations (an “Accommodation Payment”), then the Grantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Grantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Grantors. As of any date of determination, the “Allocable Amount” of each Grantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor hereunder and under the Credit Agreement without (a) rendering such Grantor “insolvent” within the meaning of Section 101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Grantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA.

Indemnity Subrogation and Subordination. Upon payment by any Grantor Guarantor of any Secured Guaranteed Obligations, all rights of such Grantor Guarantor against the Borrower or any other Grantor Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise (whether at law or in equity) shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the Secured Obligations (other than (i) contingent indemnity obligations for then unasserted claims; (ii) obligations and liabilities under Secured Hedge Agreements as to which arrangements satisfactory to until the applicable Hedge Bank shall have been made; or (iii) Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank shall have been made) and the termination Date of all Commitments to any Loan Party under any Loan DocumentFull Satisfaction. If any amount shall erroneously be paid to the Borrower or any other Grantor Guarantor on account of (ia) such subrogation, contribution, reimbursement, indemnity or similar right or (iib) any such indebtedness of the Borrower or any other GrantorGuarantor, such amount shall be held in trust for the benefit of the Secured Parties Agent and shall forthwith promptly be paid to the Collateral Agent to be credited against the payment of the Secured Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement and the other Loan [Loan] Documents. Subject to the foregoing, to the extent that any Grantor (other than the Borrower) Guarantor shall, under this Agreement Guarantee or the Credit Agreement as a joint and several obligor, repay any of the Secured Obligations (an “Accommodation Payment”), then the Grantor Guarantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors Guarantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other GrantorGuarantor’s Allocable Amount (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the GrantorsGuarantors (including the other Guarantors); provided that such rights of contribution, subrogation, reimbursement and indemnification shall be subordinated to the prior payment of the Obligations until the Date of Full Satisfaction. As of any date of determination, the “Allocable Amount” of each Grantor Guarantor or any other Guarantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor Guarantor hereunder and under the Credit Agreement or any other guarantee to which such other Guarantor is a party in connection therewith without (ai) rendering such Grantor Guarantor or other Guarantor “insolvent” within the meaning of Section 101 (31) of the Bankruptcy CodeCode of the United States, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) UFTA or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (bii) leaving such Grantor Guarantor or other Guarantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy CodeCode of the United States, Section 4 of the UFTA, or Section 5 of the UFCA, or (ciii) leaving such Grantor Guarantor or other Guarantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code of the United States or Section 4 of the UFTA, or Section 5 of the UFCA. No failure on the part of the Borrower, any Guarantor or any other Guarantor to make the payments required by this Section 3.01 (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Guarantor with respect to its obligations under this Guarantee, and each Guarantor shall remain liable for the full amount of the obligations of such Guarantor hereunder.

Indemnity Subrogation and Subordination. Upon payment by any Grantor Guarantor of any Secured Guaranteed Obligations, all rights of such Grantor Guarantor against the any Borrower or any other Grantor Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the Secured Guaranteed Obligations (other than (i) excluding contingent indemnity obligations for then unasserted claims; (ii) obligations and liabilities under Secured Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank shall have been made; or (iii) Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank shall have no claim has been made) and the termination of all Commitments to any Loan Party under any Loan Document. If any amount shall erroneously be paid to the a Borrower or any other Grantor Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the any Borrower or any other GrantorGuarantor, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith promptly be paid to the Collateral Administrative Agent to be credited against the payment of the Secured Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Grantor (other than the Borrower) Guarantor shall, under this Agreement or the Credit Agreement as a joint and several obligor, repay any of the Secured Guaranteed Obligations constituting Loans made to another Loan Party under the Credit Agreement (an “Accommodation Payment”), then the Grantor Guarantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors Guarantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other GrantorGuarantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the GrantorsGuarantors; provided that such rights of contribution and indemnification shall be subordinated to the prior payment in full, in cash, of all of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made). As of any date of determination, the “Allocable Amount” of each Grantor Guarantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor Guarantor hereunder and under the Credit Agreement without (a) rendering such Grantor Guarantor “insolvent” within the meaning of Section 101 (31) of the Bankruptcy CodeCode of the United States, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor Guarantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy CodeCode of the United States, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Grantor Guarantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code of the United States or Section 4 of the UFTA, or Section 5 of the UFCA.

Indemnity Subrogation and Subordination. Upon payment by any Grantor of any Secured Obligations, all rights of such Grantor against the Borrower any Issuer or any other Grantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the Secured Obligations (other than (i) contingent indemnity obligations for then unasserted claims; (ii) obligations and liabilities under Secured Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank shall have been made; or (iii) Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank shall have been made) and the termination of all Commitments to any Loan Party Grantor under any Loan Notes Document. If any amount shall erroneously be paid to the Borrower any Issuer or any other Grantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrower any Issuer or any other Grantor, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Collateral Agent to be credited against the payment of the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement Indenture and the other Loan Notes Documents. Subject to the foregoing, to the extent that any Grantor (other than the BorrowerIssuers) shall, under this Agreement or the Credit Agreement Indenture as a joint and several obligor, repay any of the Secured Obligations (an “Accommodation Payment”), then the Grantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Grantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Grantors. As of any date of determination, the “Allocable Amount” of each Grantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor hereunder and under the Credit Agreement without (a) rendering such Grantor “insolvent” within the meaning of Section 101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Grantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA.the

Indemnity Subrogation and Subordination. Upon payment by any Grantor of any Secured Obligations, all rights of such Grantor against the Borrower or any other Grantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the Secured Obligations (other than (i) contingent indemnity obligations for then unasserted claims; (ii) obligations and liabilities under Secured Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank shall have been made; or (iii) Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank shall have been made) and the termination of all Commitments to any Loan Party under any Loan Document. If any amount shall erroneously be paid to the Borrower or any other Grantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrower or any other Grantor, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Collateral Agent to be credited against the payment of the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Grantor (other than the Borrower) shall, under this Agreement or the Credit Agreement as a joint and several obligor, repay any of the Secured Obligations (an “Accommodation Payment”), then the Grantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each - 29 - Form of ABL Security Agreement of the other Grantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Grantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Grantors. As of any date of determination, the “Allocable Amount” of each Grantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor hereunder and under the Credit Agreement without (a) rendering such Grantor “insolvent” within the meaning of Section 101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Grantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA.

Indemnity Subrogation and Subordination. Upon payment by any Grantor Guarantor of any Secured Guaranteed Obligations, all rights of such Grantor Guarantor against the Borrower or any other Grantor Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the Secured Guaranteed Obligations (other than (i) contingent indemnity obligations for then unasserted claims; (ii) obligations and liabilities under Secured Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank shall have been made; or (iii) Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank shall have been made) and the termination of all Commitments to any Loan Party under any Loan Document. If any amount shall erroneously be paid to the Borrower or any other Grantor Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrower or any other GrantorGuarantor, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith promptly be paid to the Collateral Administrative Agent to be credited against the payment of the Secured Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement and the other Loan Secured Credit Documents. Subject to the foregoing, to the extent that any Grantor (other than the Borrower) Guarantor shall, under this Agreement or the Credit Agreement as a joint and several obligorAgreement, repay any of the Secured Guaranteed Obligations (an “Accommodation Payment”), then the Grantor Guarantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors Guarantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other GrantorGuarantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the GrantorsGuarantors; provided that such rights of contribution and indemnification shall be subordinated to the prior payment in full of all of the Guaranteed Obligations. As of any date of determination, the “Allocable Amount” of each Grantor Guarantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor Guarantor hereunder and under the Credit Agreement without (a) rendering such Grantor Guarantor “insolvent” within the meaning of Section 101 (31101(31) of the Bankruptcy CodeCode of the United States, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor Guarantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy CodeCode of the United States, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Grantor Guarantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code of the United States or Section 4 of the UFTA, or Section 5 of the UFCA.

Indemnity Subrogation and Subordination. Upon payment by any Grantor of any Secured Obligations, all rights of such Grantor against the Borrower or any other Grantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the Secured Obligations (other than (i) contingent indemnity obligations for then unasserted claims; (ii) obligations and liabilities under Secured Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank shall have been made; or (iii) Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank - 28 - Term Loan Security Agreement shall have been made) and the termination of all Commitments to any Loan Party under any Loan Document. If any amount shall erroneously be paid to the Borrower or any other Grantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrower or any other Grantor, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Collateral Agent to be credited against the payment of the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Grantor (other than the Borrower) shall, under this Agreement or the Credit Agreement as a joint and several obligor, repay any of the Secured Obligations (an “Accommodation Payment”), then the Grantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Grantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Grantors. As of any date of determination, the “Allocable Amount” of each Grantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor hereunder and under the Credit Agreement without (a) rendering such Grantor “insolvent” within the meaning of Section 101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Grantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA.

Indemnity Subrogation and Subordination. Upon payment by any Grantor of any Secured Obligations, all rights of such Grantor against the Borrower or any other Grantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the Secured Obligations (other than (i) contingent indemnity obligations for then unasserted claims; (ii) obligations and liabilities under Secured Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank shall have been madeAgreements; or (iii) obligations and liabilities under Secured Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank shall have been madeAgreements) and the termination of all Commitments to any Loan Party under any Loan DocumentDocument (“Payment in Full”). If any amount shall erroneously be paid to the Borrower or any other Grantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrower or any other Grantor, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Collateral Agent to be credited against the payment of the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Grantor (other than the Borrower) shall, under this Agreement or the Credit Agreement as a joint and several obligor, repay any of the Secured Obligations (an “Accommodation Payment”), then the Grantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Grantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Grantors. As of any date of determination, the “Allocable Amount” of each Grantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor hereunder and under the Credit Agreement without (a) rendering such Grantor “insolvent” within the meaning of Section 101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Grantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA.

Indemnity Subrogation and Subordination. Upon payment by Each Grantor hereby unconditionally and irrevocably agrees not to exercise any Grantor of any Secured Obligations, all rights of such Grantor that it may now have or hereafter acquire against the Borrower or any other Grantor arising as a result thereof by way that arise from the existence, payment, performance or enforcement of such Grantor’s Secured Obligations under or in respect of this Agreement or any other Term Debt Document, including, without limitation, any right of subrogation, contribution, reimbursement, indemnity exoneration, contribution or otherwise shall indemnification and any right to participate in all respects be subordinate and junior any claim or remedy of any Secured Party against the Borrower or any other Grantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right of payment to take or receive from the prior payment in full Borrower or any other Grantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Secured Obligations (other than (i) contingent indemnity obligations for then unasserted claims; (ii) obligations and liabilities all other amounts payable under this Agreement shall have been paid in full and all Secured Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank shall have expired or been made; or (iii) Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank shall have been made) and the termination of all Commitments to any Loan Party under any Loan Documentterminated. If any amount shall erroneously be paid to the Borrower or any other Grantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrower or any other Grantor, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Collateral Agent to be credited against the payment of the Secured Obligations, whether matured or unmatured, in accordance with the terms of the New Term Credit Agreement Agreement, the Indenture and the other Loan Term Debt Documents. Subject to the foregoing, to the extent that any Grantor (other than the Borrower) shall, under this Agreement or the Credit Agreement as a joint and several obligor, repay any of the Secured Obligations (an “Accommodation Payment”), then the Grantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Grantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Grantors. As of any date of determination, the “Allocable Amount” of each Grantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor hereunder and under the Credit Agreement without (a) rendering such Grantor “insolvent” within the meaning of Section 101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Grantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA.

Indemnity Subrogation and Subordination. Upon payment by any Grantor Guarantor of any Secured Guaranteed Obligations, all rights of such Grantor Guarantor against the Borrower or any other Grantor Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the Secured Guaranteed Obligations (other than (i) excluding contingent indemnity obligations for then unasserted claims; (ii) obligations and liabilities under Secured Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank shall have been made; or (iii) Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank shall have no claim has been made) and the termination of all Commitments to any Loan Party the Borrower under any Loan Documentthe Credit Agreement. If any amount shall erroneously be paid to the Borrower or any other Grantor Guarantor in violation of the foregoing restrictions on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrower or any other GrantorGuarantor, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Collateral Administrative Agent to be credited against the payment of the Secured Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Grantor (other than the Borrower) Guarantor shall, under this Agreement or the Credit Agreement as a joint and several obligor, repay any of the Secured Guaranteed Obligations constituting Loans or other advances made to another Loan Party under the Credit Agreement (an “Accommodation Payment”), then the Grantor Guarantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors Guarantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other GrantorGuarantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the GrantorsGuarantors; provided that such rights of contribution and indemnification shall be subordinated to the prior payment in full, in cash, of all of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made). As of any date of determination, the “Allocable Amount” of each Grantor Guarantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor Guarantor hereunder and under the Credit Agreement without (a) rendering such Grantor Guarantor “insolvent” within the meaning of Section 101 (31) of the Bankruptcy CodeCode of the United States, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) UFTA or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor Guarantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy CodeCode of the United States, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Grantor Guarantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code of the United States or Section 4 of the UFTA, or Section 5 of the UFCA.

Indemnity Subrogation and Subordination. Upon payment by any Grantor Guarantor of any Secured Guaranteed Obligations, all rights of such Grantor Guarantor against the English Borrower or any other Grantor Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the Secured Guaranteed Obligations (other than (i) contingent indemnity obligations for then unasserted claims; (ii) obligations and liabilities under Secured Hedge Agreements as to which arrangements satisfactory to excluding the applicable Hedge Bank shall have been made; or (iii) Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank shall have been madeContinuing Obligations) and the termination of all Commitments to any Loan Party the English Borrower under any Loan Documentthe Credit Agreement. If any amount shall erroneously be paid to the English Borrower or any other Grantor Guarantor in violation of the foregoing restrictions on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the English Borrower or any other GrantorGuarantor, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Collateral Administrative Agent to be credited against the payment of the Secured Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Grantor (other than the Borrower) Guarantor shall, under this Agreement or the Credit Agreement as a joint and several obligor, repay any of the Secured Guaranteed Obligations constituting Loans or other advances made to another Loan Party under the Credit Agreement (an “Accommodation Payment”), then the Grantor Guarantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors Guarantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other GrantorGuarantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the GrantorsGuarantors; provided that such rights of contribution and indemnification shall be subordinated to the prior payment in full, in cash, of all of the Guaranteed Obligations (excluding the Continuing Obligations). As of any date of determination, the “Allocable Amount” of each Grantor Guarantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor Guarantor hereunder and under the Credit Agreement without (a) rendering such Grantor Guarantor “insolvent” within the meaning of Section 101 (31) of the Bankruptcy CodeCode of the United States, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor Guarantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy CodeCode of the United States, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Grantor Guarantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code of the United States or Section 4 of the UFTA, or Section 5 of the UFCA.

Indemnity Subrogation and Subordination. Upon payment by any Grantor Guarantor of any Secured Guaranteed Obligations, all rights of such Grantor Guarantor against the Borrower or any other Grantor Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the Secured Guaranteed Obligations (other than (i) excluding contingent indemnity obligations for then unasserted claims; (ii) obligations and liabilities under Secured Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank shall have been made; or (iii) Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank shall have no claim has been made) and the termination of all Commitments to any Loan Party under any Loan Credit Document. If any amount shall erroneously be paid to the Borrower or any other Grantor Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrower or any other GrantorGuarantor, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Collateral Administrative Agent to be credited against the payment of the Secured Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement and the other Loan Credit Documents. Subject to the foregoing, to the extent that any Grantor (other than the Borrower) Guarantor shall, under this Agreement or the Credit Agreement as a joint and several obligor, repay any of the Secured Guaranteed Obligations constituting Loans made to another Loan Party under the Credit Agreement (an “Accommodation Payment”), then the Grantor Guarantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors Guarantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other GrantorGuarantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the GrantorsGuarantors; provided that such rights of contribution and indemnification shall be subordinated to the prior payment in full, in cash, of all of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made). As of any date of determination, the “Allocable Amount” of each Grantor Guarantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor Guarantor hereunder and under the Credit Agreement without (a) rendering such Grantor Guarantor “insolvent” within the meaning of Section 101 (31) of the Bankruptcy CodeCode of the United States, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor Guarantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy CodeCode of the United States, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Grantor Guarantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code of the United States or Section 4 of the UFTA, or Section 5 of the UFCA.

Indemnity Subrogation and Subordination. Upon payment by any Grantor Guarantor of any Secured Guaranteed Obligations, all rights of such Grantor Guarantor against the Borrower or any other Grantor Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment payments that must be made in full in cash of all order for the Secured Obligations (other than (i) contingent indemnity obligations for then unasserted claims; (ii) obligations and liabilities under Secured Hedge Agreements as Termination Conditions to which arrangements satisfactory to the applicable Hedge Bank shall have been made; or (iii) Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank shall have been made) and the termination of all Commitments to any Loan Party under any Loan Documentbe satisfied. If any amount shall erroneously be paid to the Borrower or any other Grantor Guarantor in violation of the restrictions in the preceding sentence on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrower or any other GrantorGuarantor, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith promptly be paid to the Collateral Administrative Agent to be credited against the payment of the Secured Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Grantor (other than the Borrower) Guarantor shall, under this Agreement or the Credit Agreement as a joint and several obligor, repay any of the Secured Guaranteed Obligations constituting Loans made to another Loan Party under the Credit Agreement (an “Accommodation Payment”), then the Grantor Guarantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors Guarantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other GrantorGuarantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the GrantorsGuarantors; provided that such rights of contribution and indemnification shall be subordinated to the prior payments that must be made in order for the Termination Conditions to be satisfied. As of any date of determination, the “Allocable Amount” of each Grantor Guarantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor Guarantor hereunder and under the Credit Agreement without (a) rendering such Grantor Guarantor “insolvent” within the meaning of Section 101 (31) of the Bankruptcy CodeCode of the United States, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor Guarantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy CodeCode of the United States, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Grantor Guarantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code of the United States or Section 4 of the UFTA, or Section 5 of the UFCA.

Indemnity Subrogation and Subordination. Upon payment by any Grantor of any Secured Obligations, all rights of such Grantor against the U.S. Borrower or any other Grantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the Secured Obligations (other than (i) contingent indemnity obligations for then unasserted claims; (ii) L/C Obligations as to which arrangements satisfactory to the applicable L/C Issuer shall have been made; (iii) obligations and liabilities under Secured Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank shall have been made; or and (iiiiv) Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank shall have been made) and the termination of all Commitments to any Loan Party under any Loan DocumentCommitments. If any amount shall erroneously be paid to the U.S. Borrower or any other Grantor in contravention of the foregoing subordination on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the U.S. Borrower or any other Grantor, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith promptly be paid to the Collateral Agent to be credited against the payment of the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Grantor (other than the U.S. Borrower) shall, under this Agreement or the Credit Agreement as a joint and several obligor, repay any of the Secured Obligations (an “Accommodation Payment”), then the Grantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Grantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Grantors. As of any date of determination, the “Allocable Amount” of each Grantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor hereunder and under the Credit Agreement without (a) rendering such Grantor “insolvent” within the meaning of Section 101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Grantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA.,

Indemnity Subrogation and Subordination. Upon payment by any Grantor of any Secured Obligations, all rights of such Grantor against the Borrower or any other Grantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the Secured Obligations (other than (i) contingent indemnity obligations for then unasserted claims; (ii) obligations and liabilities under Secured Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank shall have been made; or (iii) Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank shall have been made; or (iv) Other Obligations as to which arrangements satisfactory to the applicable Other Obligations Bank shall have been made) and the termination of all Commitments to any Loan Party under any Loan Credit Document. If any amount shall erroneously be paid to the Borrower or any other Grantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrower or any other Grantor, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Collateral Agent to be credited against the payment of the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement and the other Loan Credit Documents. Subject to the foregoing, to the extent that any Grantor (other than the Borrower) shall, under this Agreement or the Credit Agreement as a joint and several obligor, repay any of the Secured Obligations (an “Accommodation Payment”), then the Grantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Grantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Grantors. As of any date of determination, the “Allocable Amount” of each Grantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor hereunder and under the Credit Agreement without (a) rendering such Grantor “insolvent” within the meaning of Section 101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Grantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA.

Indemnity Subrogation and Subordination. Upon payment by any Grantor of any Secured Obligations, all rights of such Grantor against the Lead Borrower or any other Grantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Secured Obligations (other than (i) contingent indemnity obligations for then unasserted claims; (ii) obligations and liabilities under Secured Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank shall have been made; or (iii) Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank shall have been made) and the termination of all Commitments to any Loan Party under any Loan Document. If any amount shall erroneously be paid to the Lead Borrower or any other Grantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Lead Borrower or any other Grantor, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Collateral Administrative Agent to be credited against the payment of the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Grantor (other than the Borrower) shall, under this Agreement or the Credit Agreement as a joint and several obligor, repay any of the Secured Obligations (an “Accommodation Payment”)constituting Loans made to another Loan Party under the Credit Agreement, then the Grantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Grantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Grantors. As of any date of determination, the “Allocable Amount” of each Grantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor hereunder and under the Credit Agreement without (a) rendering such Grantor “insolvent” within the meaning of Section 101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) UFTA or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Grantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. Each Grantor hereby subordinates the payment of all obligations and indebtedness of any Loan Party owing to such Grantor, whether now existing or hereafter arising, to the indefeasible payment in full in cash of all Secured Obligations. If the Administrative Agent so requests, any such obligation or indebtedness of any Loan Party to any Grantor shall be enforced and performance received by such Grantor as trustee for the Secured Parties and the proceeds thereof shall be paid over to the Administrative Agent for the benefit of the Secured Parties on account of the Secured Obligations, but without reducing or affecting in any manner the liability of the Grantor hereunder or under the other Loan Documents.

Indemnity Subrogation and Subordination. Upon payment by any Grantor Guarantor of any Secured Guaranteed Obligations, all rights of such Grantor Guarantor against the Borrower or any other Grantor Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash Discharge of all the Secured Obligations (other than (i) contingent indemnity obligations for then unasserted claims; (ii) obligations and liabilities under Secured Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank shall have been made; or (iii) Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank shall have been made) and the termination of all Commitments to any Loan Party under any Loan DocumentObligations. If any amount shall erroneously be paid to the Borrower or any other Grantor Guarantor in violation of the foregoing restrictions on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrower or any other GrantorGuarantor, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Collateral Administrative Agent to be credited against the payment of the Secured Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the ABL Credit Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Grantor (other than the Borrower) Guarantor shall, under this Agreement Guaranty or the ABL Credit Agreement as a joint and several obligor, repay any of the Secured Guaranteed Obligations constituting Loans or other advances made to or Reimbursement Obligations owed by to another Loan Party under the ABL Credit Agreement (an “Accommodation Payment”), then the Grantor Guarantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors Guarantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other GrantorGuarantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the GrantorsGuarantors; provided that such rights of contribution and indemnification shall be subordinated to the Discharge of Obligations. As of any date of determination, the “Allocable Amount” of each Grantor Guarantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor Guarantor hereunder and under the ABL Credit Agreement without (a) rendering such Grantor Guarantor “insolvent” within the meaning of Section 101 (31) of the Bankruptcy CodeCode of the United States, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor Guarantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy CodeCode of the United States, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Grantor Guarantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code of the United States or Section 4 of the UFTA, or Section 5 of the UFCA.

Indemnity Subrogation and Subordination. Upon payment by any Grantor Guarantor of any Secured Guaranteed Obligations, all rights of such Grantor Guarantor against the Borrower or any other Grantor Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment payments that must be made in full in cash of all order for the Secured Obligations (other than (i) contingent indemnity obligations for then unasserted claims; (ii) obligations and liabilities under Secured Hedge Agreements as Termination Conditions to which arrangements satisfactory to the applicable Hedge Bank shall have been made; or (iii) Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank shall have been made) and the termination of all Commitments to any Loan Party under any Loan Documentbe satisfied. If any amount shall erroneously be paid to the Borrower or any other Grantor Guarantor in violation of the foregoing restrictions on account of (ia) such subrogation, contribution, reimbursement, indemnity or similar right or (iib) any such indebtedness of the Borrower or any other GrantorGuarantor, such amount shall shall, subject to the Closing Date ABL Intercreditor Agreement, be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Collateral Administrative Agent to be credited against the payment of the Secured Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the First Lien Credit Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Grantor (other than the Borrower) Guarantor shall, under this Agreement or the First Lien Credit Agreement as a joint and several obligor, repay any of the Secured Guaranteed Obligations constituting Loans or other advances made to another Loan Party under the First Lien Credit Agreement (an “Accommodation Payment”), then the Grantor Guarantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors Guarantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other GrantorGuarantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the GrantorsGuarantors; provided that such rights of contribution and indemnification shall be subordinated to the prior payment of the payments that must be made in order for the Termination Conditions to be satisfied. As of any date of determination, the “Allocable Amount” of each Grantor Guarantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor Guarantor hereunder and under the First Lien Credit Agreement without (ai) rendering such Grantor Guarantor “insolvent” within the meaning of Section 101 (3132) of the Bankruptcy CodeCode of the United States, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (bii) leaving such Grantor Guarantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy CodeCode of the United States, Section 4 of the UFTA, or Section 5 of the UFCAUFCA or putting such Guarantor into the vicinity of insolvency, or (ciii) leaving such Grantor Guarantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code of the United States or Section 4 of the UFTA, or Section 5 of the UFCA.

Indemnity Subrogation and Subordination. Upon payment by any Grantor Guarantor of any Secured Guaranteed Obligations, all rights of such Grantor Guarantor against the Borrower or any other Grantor Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash Discharge of all the Secured Obligations (other than (i) contingent indemnity obligations for then unasserted claims; (ii) obligations and liabilities under Secured Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank shall have been made; or (iii) Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank shall have been made) and the termination of all Commitments to any Loan Party under any Loan DocumentObligations. If any amount shall erroneously be paid to the Borrower or any other Grantor Guarantor in violation of the foregoing restrictions on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrower or any other GrantorGuarantor, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Collateral Administrative Agent to be credited against the payment of the Secured Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Grantor (other than the Borrower) Guarantor shall, under this Agreement Guaranty or the Credit Agreement as a joint and several obligor, repay any of the Secured Guaranteed Obligations constituting Loans or other advances made to another Loan Party under the Credit Agreement (an “Accommodation Payment”), then the Grantor Guarantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors Guarantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other GrantorGuarantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the GrantorsGuarantors; provided that such rights of contribution and indemnification shall be subordinated to the Discharge of Obligations. As of any date of determination, the “Allocable Amount” of each Grantor Guarantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor Guarantor hereunder and under the Credit Agreement without (a) rendering such Grantor Guarantor “insolvent” within the meaning of Section 101 (31) of the Bankruptcy CodeCode of the United States, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor Guarantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy CodeCode of the United States, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Grantor Guarantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code of the United States or Section 4 of the UFTA, or Section 5 of the UFCA.

Indemnity Subrogation and Subordination. Upon payment by any Grantor Guarantor of any Secured Guaranteed Obligations, all rights of such Grantor Guarantor against the Borrower or any other Grantor Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash satisfaction of all the Secured Obligations (other than (i) contingent indemnity obligations for then unasserted claims; (ii) obligations and liabilities under Secured Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank shall have been made; or (iii) Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank shall have been made) and the termination of all Commitments to any Loan Party under any Loan DocumentTermination Conditions. If any amount shall erroneously be paid to the Borrower or any other Grantor Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrower or any other GrantorGuarantor, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith promptly be paid to the Collateral Administrative Agent to be credited against the payment of the Secured Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Grantor (other than the Borrower) Guarantor shall, under this Agreement or the Credit Agreement as a joint and several obligor, repay any of the Secured Guaranteed Obligations constituting Loans made to another Loan Party under the Credit Agreement (an “Accommodation Payment”), then the Grantor Guarantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors Guarantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other GrantorGuarantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the GrantorsGuarantors; provided that such rights of contribution and indemnification shall be subordinated to the prior satisfaction of the Termination Conditions. As of any date of determination, the “Allocable Amount” of each Grantor Guarantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor Guarantor hereunder and under the Credit Agreement without (a) rendering such Grantor Guarantor “insolvent” within the meaning of Section 101 (31) of the Bankruptcy CodeCode of the United States, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor Guarantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy CodeCode of the United States, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Grantor Guarantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code of the United States or Section 4 of the UFTA, or Section 5 of the UFCA.

Indemnity Subrogation and Subordination. Upon payment by any Grantor Guarantor of any Secured Guaranteed Obligations, all rights of such Grantor Guarantor against the Borrower or any other Grantor Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash Discharge of all the Secured Obligations (other than (i) contingent indemnity obligations for then unasserted claims; (ii) obligations and liabilities under Secured Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank shall have been made; or (iii) Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank shall have been made) and the termination of all Commitments to any Loan Party under any Loan DocumentObligations. If any amount shall erroneously be paid to the Borrower or any other Grantor Guarantor in violation of the foregoing restrictions on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrower or any other GrantorGuarantor, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Collateral Administrative Agent to be credited against the payment of the Secured Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Grantor (other than the Borrower) Guarantor shall, under this Agreement Guaranty or the Credit Agreement as a joint and several obligor, repay any of the Secured Guaranteed Obligations constituting Loans or other advances made to or Reimbursement Obligations owed by to another Loan Party under the Credit Agreement (an “Accommodation Payment”), then the Grantor Guarantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors Guarantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other GrantorGuarantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the GrantorsGuarantors; provided that such rights of contribution and indemnification shall be subordinated to the Discharge of Obligations. As of any date of determination, the “Allocable Amount” of each Grantor Guarantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor Guarantor hereunder and under the Credit Agreement without (a) rendering such Grantor Guarantor “insolvent” within the meaning of Section 101 (31) of the Bankruptcy CodeCode of the United States, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor Guarantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy CodeCode of the United States, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Grantor Guarantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code of the United States or Section 4 of the UFTA, or Section 5 of the UFCA.

Indemnity Subrogation and Subordination. Upon payment by Each Grantor hereby unconditionally and irrevocably agrees not to exercise any Grantor of any Secured Obligations, all rights of such Grantor that it may now have or hereafter acquire against the Borrower or any other Grantor arising as a result thereof by way that arise from the existence, payment, performance or enforcement of such Grantor’s Secured Obligations under or in respect of this Agreement or any other Collateral Document, including, without limitation, any right of subrogation, contribution, reimbursement, indemnity exoneration, contribution or otherwise shall indemnification and any right to participate in all respects be subordinate and junior any claim or remedy of any Secured Party against the Borrower or any other Grantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right of payment to take or receive from the prior payment in full Borrower or any other Grantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Secured Obligations (other than (i) contingent indemnity obligations for then unasserted claims; that are not due and payable and (ii) obligations and liabilities under Secured Hedge Agreements in respect of any Bank Products or Designated Credit Lines) have been paid in full, all Commitments have terminated or expired and no Letter of Credit shall be outstanding (except to the extent Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable Hedge Bank L/C Issuer shall have been made; or (iii) Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank shall have been made) and the termination of all Commitments to any Loan Party under any Loan Document). If any amount shall erroneously be paid to the Borrower or any other Grantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrower or any other Grantorright, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith promptly be paid to the Collateral Agent to be Form of Security Agreement NY\6158255.3 credited against the payment of the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Grantor (other than the Borrower) shall, under this Agreement or the Credit Agreement as a joint and several obligor, repay any of the Secured Obligations (an “Accommodation Payment”), then the Grantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Grantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Grantors. As of any date of determination, the “Allocable Amount” of each Grantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor hereunder and under the Credit Agreement without (a) rendering such Grantor “insolvent” within the meaning of Section 101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Grantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA.ARTICLE XXII

Indemnity Subrogation and Subordination. Upon payment by any Grantor Guarantor of any Secured Guaranteed Obligations, all rights of such Grantor Guarantor against the any Borrower or any other Grantor Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the Secured Guaranteed Obligations (other than (i) excluding contingent indemnity obligations for then unasserted claims; (ii) obligations and liabilities under Secured Hedge Agreements as to which arrangements no claim has been asserted, obligations under Swap Agreements, Deposit Obligations and the outstanding amount of LC Obligations related to any Letter of Credit that has been cash collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Hedge Issuing Bank shall have been made; or (iii) Cash Management Obligations as to which arrangements satisfactory deemed reissued under another agreement reasonably acceptable to the applicable Cash Management Bank shall have been madeIssuing Bank) and the termination of all Commitments to any Loan Party under any Loan Document. If any amount shall erroneously be paid to the any Borrower or any other Grantor Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the any Borrower or any other GrantorGuarantor, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith promptly be paid to the Collateral Administrative Agent to be credited against the payment of the Secured Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Grantor (other than the Borrower) Guarantor shall, under this Agreement or the Credit Agreement as a joint and several obligor, repay any of the Secured Guaranteed Obligations constituting Loans made to another Loan Party under the Credit Agreement (an “Accommodation Payment”), then the Grantor Guarantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors Guarantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other GrantorGuarantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the GrantorsGuarantors; provided that such rights of contribution and indemnification shall be subordinated to the prior payment in full, in cash, of all of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been asserted, obligations under Swap Agreements, Deposit Obligations and the outstanding amount of LC Obligations related to any Letter of Credit that has been cash collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank). As of any date of determination, the “Allocable Amount” of each Grantor Guarantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor Guarantor hereunder and under the Credit Agreement without (a) rendering such Grantor Guarantor “insolvent” within the meaning of Section 101 (31) of the Bankruptcy CodeCode of the United States, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor Guarantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy CodeCode of the United States, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Grantor Guarantor unable to pay its debts as they become due FORM OF GUARANTY, Page 9 EXHIBIT I within the meaning of Section 548 of the Bankruptcy Code of the United States or Section 4 of the UFTA, or Section 5 of the UFCA.

Indemnity Subrogation and Subordination. Upon payment by Each Grantor hereby unconditionally and irrevocably agrees not to exercise any Grantor of any Secured Obligations, all rights of such Grantor that it may now have or hereafter acquire against the Borrower or any other Grantor arising as a result thereof by way that arise from the existence, payment, performance or enforcement of such Grantor’s Secured Obligations under or in respect of this Agreement or any other Collateral Document, including, without limitation, any right of subrogation, contribution, reimbursement, indemnity exoneration, contribution or otherwise shall indemnification and any right to participate in all respects be subordinate and junior any claim or remedy of any Secured Party against the Borrower or any other Grantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right of payment to take or receive from the prior payment in full Borrower or any other Grantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Secured Obligations (other than (i) contingent indemnity obligations for then unasserted claims; that are not due and payable, any Secured Bank Products Obligations or any obligations under Designated Credit Lines) have been paid in full, all Commitments have terminated or expired and no Letter of Credit shall be outstanding (ii) obligations and liabilities under Secured Hedge Agreements except to the extent Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable Hedge Bank L/C Issuer shall have been made; or (iii) Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank shall have been made) and the termination of all Commitments to any Loan Party under any Loan Document). If any amount shall erroneously be paid to the Borrower or any other Grantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrower or any other Grantorright, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith promptly be paid to the Collateral Agent to be credited against the payment of the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Grantor (other than the Borrower) shall, under this Agreement or the Credit Agreement as a joint and several obligor, repay any of the Secured Obligations (an “Accommodation Payment”), then the Grantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Grantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Grantors. As of any date of determination, the “Allocable Amount” of each Grantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor hereunder and under the Credit Agreement without (a) rendering such Grantor “insolvent” within the meaning of Section 101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Grantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA.

Indemnity Subrogation and Subordination. Upon payment by any Grantor Guarantor of any Secured Guaranteed Obligations, all rights of such Grantor Guarantor against the Borrower or any other Grantor Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment payments that must be made in full in cash of all order for the Secured Obligations (other than (i) contingent indemnity obligations for then unasserted claims; (ii) obligations and liabilities under Secured Hedge Agreements as Termination Conditions to which arrangements satisfactory to the applicable Hedge Bank shall have been made; or (iii) Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank shall have been made) and the termination of all Commitments to any Loan Party under any Loan Documentbe satisfied. If any amount shall erroneously be paid to the Borrower or any other Grantor Guarantor in violation of the foregoing restrictions on account of (ia) such subrogation, contribution, reimbursement, indemnity or similar right or (iib) any such indebtedness of the Borrower or any other GrantorGuarantor, such amount shall shall, subject to the Closing Date ABL Intercreditor Agreement, be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Collateral Administrative Agent to be credited against the payment of the Secured Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the ABL Credit Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Grantor (other than the Borrower) Guarantor shall, under this Agreement or the ABL Credit Agreement as a joint and several obligor, repay any of the Secured Guaranteed Obligations constituting Loans or other advances made to another Loan Party under the ABL Credit Agreement (an “Accommodation Payment”), then the Grantor Guarantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors Guarantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other GrantorGuarantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the GrantorsGuarantors; provided that such rights of contribution and indemnification shall be subordinated to the prior payment of the payments that must be made in order for the Termination Conditions to be satisfied. As of any date of determination, the “Allocable Amount” of each Grantor Guarantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor Guarantor hereunder and under the ABL Credit Agreement without (ai) rendering such Grantor Guarantor “insolvent” within the meaning of Section 101 (3132) of the Bankruptcy CodeCode of the United States, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (bii) leaving such Grantor Guarantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy CodeCode of the United States, Section 4 of the UFTA, or Section 5 of the UFCA, UFCA or putting such Guarantor into the vicinity of insolvency or (ciii) leaving such Grantor Guarantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code of the United States or Section 4 of the UFTA, or Section 5 of the UFCA.

Indemnity Subrogation and Subordination. Upon payment by any Grantor Guarantor of any Secured Guaranteed Obligations, all rights of such Grantor Guarantor against the Borrower or any other Grantor Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the Secured Guaranteed Obligations (other than (i) excluding contingent indemnity obligations for then unasserted claims; (ii) obligations and liabilities under Secured Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank shall have been made; or (iii) Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank shall have no claim has been made) and the termination of all Commitments to any Loan Party the Borrower under any Loan Documentthe Second Lien Credit Agreement. If any amount shall erroneously be paid to the Borrower or any other Grantor Guarantor in violation of the foregoing restrictions on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrower or any other GrantorGuarantor, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Collateral Administrative Agent to be credited against the payment of the Secured Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Second Lien Credit Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Grantor (other than the Borrower) Guarantor shall, under this Agreement or the Second Lien Credit Agreement as a joint and several obligor, repay any of the Secured Guaranteed Obligations constituting Loans or other advances made to another Loan Party under the Second Lien Credit Agreement (an “Accommodation Guaranty (Second Lien) 5 Payment”), then the Grantor Guarantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors Guarantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other GrantorGuarantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the GrantorsGuarantors; provided that such rights of contribution and indemnification shall be subordinated to the prior payment in full, in cash, of all of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made). As of any date of determination, the “Allocable Amount” of each Grantor Guarantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor Guarantor hereunder and under the Second Lien Credit Agreement without (a) rendering such Grantor Guarantor “insolvent” within the meaning of Section 101 (3132) of the Bankruptcy CodeCode of the United States, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor Guarantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy CodeCode of the United States, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Grantor Guarantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code of the United States or Section 4 of the UFTA, or Section 5 of the UFCA.

Indemnity Subrogation and Subordination. Upon payment by (a) Each Grantor hereby agrees to indemnify and hold harmless the Collateral Agent, the other Secured Parties, and their respective Related Persons (collectively, the “Indemnitees”) against any Grantor and all losses, claims, damages, liabilities or expenses (including Attorney Costs and Environmental Liability) to which any such Indemnitee may become subject arising out of, resulting from or in connection with (but limited, in the case of any Secured Obligationslegal fees and expenses, to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all rights of such Grantor against the Borrower or any other Grantor arising Indemnitees taken as a result thereof by way whole and, if reasonably necessary, a single local counsel for all Indemnitees taken as a whole in each relevant jurisdiction, and solely in the case of right a conflict of subrogationinterest, contributionone additional counsel in each relevant jurisdiction to each group of affected Indemnitees similarly situated taken as a whole) any actual or threatened claim, reimbursementlitigation, indemnity investigation or otherwise shall in all respects be subordinate and junior in right of payment proceeding relating to this Agreement or to the prior payment in full in cash execution, delivery, enforcement, performance and administration of all the Secured Obligations (other than (i) contingent indemnity obligations for then unasserted claims; (ii) obligations and liabilities under Secured Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank shall have been made; or (iii) Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank shall have been made) and the termination of all Commitments to any Loan Party under any Loan Document. If any amount shall erroneously be paid to the Borrower or any other Grantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrower or any other Grantor, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Collateral Agent to be credited against the payment of the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit this Agreement and the other Loan Documents. Subject to , whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, litigation, investigation or proceeding), and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or expenses resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or any of its Related Indemnified Persons as determined by a final, non-appealable judgment of a court of competent jurisdiction, (y) a material breach of any obligations under any Loan Document by such Indemnitee or any of its Related Indemnified Persons as determined by a final, non-appealable judgment of a court of competent jurisdiction or (z) any dispute solely among Indemnitees other than any claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent, collateral agent or arranger or any similar role under any Loan Document and other than any claims arising out of any act or omission of any Grantor or any of their Affiliates (as determined by a final, non-appealable judgment of a court of competent jurisdiction). To the extent that the undertakings to indemnify and hold harmless set forth in this Section 7.17 may be unenforceable in whole or in part because they are violative of any applicable law or public policy, the Grantors shall contribute the maximum portion that they are permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. No Indemnitee shall be liable for any damages arising from the use by others of any information or other than materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement (except to the Borrower) shallextent such damages are found in a final non-appealable judgment of a court of competent jurisdiction to have resulted from the willful misconduct, under bad faith or gross negligence of such Indemnitee), nor shall any Indemnitee or any Grantor have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or the Credit Agreement as a joint and several obligor, repay any other Loan Document or arising out of the Secured Obligations (an “Accommodation Payment”), then the Grantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors its activities in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Grantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Grantors. As of any date of determination, the “Allocable Amount” of each Grantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor hereunder and under the Credit Agreement without (a) rendering such Grantor “insolvent” within the meaning of Section 101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Grantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA.connection herewith

Indemnity Subrogation and Subordination. Upon payment by Each Grantor hereby unconditionally and irrevocably agrees not to exercise any Grantor of any Secured Obligations, all rights of such Grantor that it may now have or hereafter acquire against the Borrower or any other Grantor arising as a result thereof by way that arise from the existence, payment, performance or enforcement of such Grantor’s Secured Obligations under or in respect of this Agreement or any other Term Debt Document, including, without limitation, any right of subrogation, contribution, reimbursement, indemnity exoneration, contribution or otherwise shall indemnification and any right to participate in all respects be subordinate and junior any claim or remedy of any Secured Party against the Borrower or any other Grantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right of payment to take or receive from the prior payment in full Borrower or any other Grantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Secured Obligations (other than (i) contingent indemnity obligations for then unasserted claims; (ii) obligations and liabilities all other amounts payable under this Agreement shall have been paid in full and all Secured Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank shall have expired or been made; or (iii) Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank shall have been made) and the termination of all Commitments to any Loan Party under any Loan Documentterminated. If any amount shall erroneously be paid to the Borrower or any other Grantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrower or any other Grantor, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Collateral Agent to be credited against the payment of the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit Bridge Loan Agreement and the other Loan Term Debt Documents. Subject to the foregoing, to the extent that any Grantor (other than the Borrower) shall, under this Agreement or the Credit Agreement as a joint and several obligor, repay any of the Secured Obligations (an “Accommodation Payment”), then the Grantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Grantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Grantors. As of any date of determination, the “Allocable Amount” of each Grantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor hereunder and under the Credit Agreement without (a) rendering such Grantor “insolvent” within the meaning of Section 101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Grantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA.

Indemnity Subrogation and Subordination.  Upon payment by any Grantor Guarantor of any Secured Guaranteed Obligations, all rights of such Grantor Guarantor against the any Borrower or any other Grantor Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment payments that must be made in full in cash of all order for the Secured Obligations (other than (i) contingent indemnity obligations for then unasserted claims; (ii) obligations and liabilities under Secured Hedge Agreements as Termination Conditions to which arrangements satisfactory to the applicable Hedge Bank shall have been made; or (iii) Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank shall have been made) and the termination of all Commitments to any Loan Party under any Loan Documentbe satisfied. If any amount shall erroneously be paid to the any Borrower or any other Grantor Guarantor in violation of the foregoing restrictions on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the any Borrower or any other GrantorGuarantor, such amount shall be held in trust for the benefit of the Secured Guaranteed Parties and shall forthwith be paid to the Collateral Administrative Agent to be credited against the payment of the Secured Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Grantor (other than the Borrower) Guarantor shall, under this Agreement or the Credit Agreement as a joint and several obligor, repay any of the Secured Guaranteed Obligations constituting Loans or other advances made to another Loan Party under the Credit Agreement (an “Accommodation Payment”), then the Grantor Guarantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors Guarantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other GrantorGuarantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the GrantorsGuarantors; provided that such rights of contribution and indemnification shall be subordinated to the prior payment of the payments that must be made in order for the Termination Conditions to be satisfied. As of any date of determination, the “Allocable Amount” of each Grantor Guarantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor Guarantor hereunder and under the Credit Agreement without (a) rendering such Grantor Guarantor “insolvent” within the meaning of Section 101 (31) of the Bankruptcy CodeCode of the United States, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor Guarantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy CodeCode of the United States, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Grantor Guarantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code of the United States or Section 4 of the UFTA, or Section 5 of the UFCA.. 

Indemnity Subrogation and Subordination. Upon payment by any Grantor Guarantor of any Secured Guaranteed Obligations, all rights of such Grantor Guarantor against the any Borrower or any other Grantor Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the Secured Guaranteed Obligations (other than (i) excluding contingent indemnity obligations for then unasserted claims; (ii) obligations and liabilities under Secured Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank shall have been made; or (iii) Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank shall have no claim has been made) and the termination of all Commitments to any Loan Party the Borrowers under any Loan Documentthe Credit Agreement. If any amount shall erroneously be paid to the any Borrower or any other Grantor Guarantor in violation of the foregoing restrictions on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrower Borrowers or any other GrantorGuarantor, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Collateral Administrative Agent to be credited against the payment of the Secured Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Grantor (other than the Borrower) Guarantor shall, under this Agreement or the Credit Agreement as a joint and several obligor, repay any of the Secured Guaranteed Obligations constituting Loans or other advances made to another Loan Party under the Credit Agreement (an “Accommodation Payment”), then the Grantor Guarantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors Guarantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other GrantorGuarantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the GrantorsGuarantors; provided that such rights of contribution and indemnification shall be subordinated to the prior payment in full, in cash, of all of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made). As of any date of determination, the “Allocable Amount” of each Grantor Guarantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor Guarantor hereunder and under the Credit Agreement without (a) rendering such Grantor Guarantor “insolvent” within the meaning of Section 101 (31) of the Bankruptcy CodeCode of the United States, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor Guarantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy CodeCode of the United States, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Grantor Guarantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code of the United States or Section 4 of the UFTA, or Section 5 of the UFCA.

Indemnity Subrogation and Subordination. Upon payment by any Grantor applicable Guarantor of any Secured applicable Guaranteed Obligations, all rights of such Grantor Guarantor against the applicable Borrower or any other Grantor Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the Secured applicable Guaranteed Obligations (other than (i) contingent indemnity obligations for then unasserted claims; (ii) obligations and liabilities under Secured Hedge Agreements as to which arrangements satisfactory to excluding the applicable Hedge Bank shall have been made; or (iii) Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank shall have been madeContinuing Obligations) and the termination of all Commitments to any Loan Party the applicable Borrower under any Loan Documentthe Credit Agreement. If any amount shall erroneously be paid to the applicable Borrower or any other Grantor Guarantor in violation of the foregoing restrictions on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the applicable Borrower or any other GrantorGuarantor, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith promptly be paid to the Collateral Administrative Agent to be credited against the payment of the Secured applicable Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Grantor (other than the Borrower) applicable Guarantor shall, under this Agreement or the Credit Agreement as a joint and several obligor, repay any of the Secured applicable Guaranteed Obligations constituting Loans or other advances made to another Loan Party under the Credit Agreement (an “Accommodation Payment”), then the Grantor such Guarantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors applicable Guarantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other GrantorGuarantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Grantorsapplicable Guarantors; provided that such rights of contribution and indemnification shall be subordinated to the prior payment in full in cash of all of the applicable Guaranteed Obligations (excluding the Continuing Obligations). As of any date of determination, the “Allocable Amount” of each Grantor Guarantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor Guarantor hereunder and under the Credit Agreement without (a) rendering such Grantor Guarantor “insolvent” within the meaning of Section 101 (31) of the Bankruptcy CodeCode of the United States, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor Guarantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy CodeCode of the United States, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Grantor Guarantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code of the United States or Section 4 of the UFTA, or Section 5 of the UFCA.

Indemnity Subrogation and Subordination. Upon payment by any Grantor of any Secured Obligations, all rights of such Grantor against the Borrower or any other Grantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash satisfaction of all the Secured Obligations (other than (i) contingent indemnity obligations for then unasserted claims; (ii) obligations and liabilities under Secured Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank shall have been made; or (iii) Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank shall have been made) and the termination of all Commitments to any Loan Party under any Loan DocumentTermination Conditions. If any amount shall erroneously be paid to the Borrower or any other Grantor in contravention of the foregoing subordination on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrower or any other Grantor, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith promptly be paid to the Collateral Agent to be credited against the payment of the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Grantor (other than the Borrower) shall, under this Agreement or the Credit Agreement as a joint and several obligor, repay any of the Secured Obligations (an “Accommodation Payment”), then the Grantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Grantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Grantors. As of any date of determination, the “Allocable Amount” of each Grantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor hereunder and under the Credit Agreement without (a) rendering such Grantor “insolvent” within the meaning of Section 101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Grantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA.

Indemnity Subrogation and Subordination. Upon payment by any Grantor of any Secured Obligations, all rights of such Grantor against the Borrower any Issuer or any other Grantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the Secured Obligations (other than (i) contingent indemnity obligations for then unasserted claims; (ii) obligations and liabilities under Secured Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank shall have been made; or (iii) Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank shall have been made) and the termination of all Commitments to any Loan Party Grantor under any Loan Notes Document. If any amount shall erroneously be paid to the Borrower any Issuer or any other Grantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrower any Issuer or any other Grantor, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Collateral Agent to be credited against the payment of the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement Indenture and the other Loan Notes Documents. Subject to the foregoing, to the extent that any Grantor (other than the BorrowerIssuers) shall, under this Agreement or the Credit Agreement Indenture as a joint and several obligor, repay any of the Secured Obligations (an “Accommodation Payment”), then the Grantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Grantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Grantors. As of any date of determination, the “Allocable Amount” of each Grantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor hereunder and under the Credit Agreement Indenture without (a) rendering such Grantor “insolvent” within the meaning of Section 101 (31) of the U.S. Bankruptcy CodeLaw, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Grantor unable to pay its debts as they become due within the meaning of Section 548 of the U.S. Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA.

Indemnity Subrogation and Subordination. Upon payment by any Grantor Guarantor of any Secured Guaranteed Obligations, all rights of such Grantor Guarantor against the Borrower or any other Grantor Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment payments that must be made in full in cash of all order for the Secured Obligations (other than (i) contingent indemnity obligations for then unasserted claims; (ii) obligations and liabilities under Secured Hedge Agreements as Termination Conditions to which arrangements satisfactory to the applicable Hedge Bank shall have been made; or (iii) Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank shall have been made) and the termination of all Commitments to any Loan Party under any Loan Documentbe satisfied. If any amount shall erroneously be paid to the Borrower or any other Grantor Guarantor in violation of the foregoing restrictions on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrower or any other GrantorGuarantor, such amount shall be held in trust for the benefit of the Secured Guaranteed Parties and shall forthwith be paid to the Collateral Administrative Agent to be credited against the payment of the Secured Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Grantor (other than the Borrower) Guarantor shall, under this Agreement or the Credit Agreement as a joint and several obligor, repay any of the Secured Guaranteed Obligations constituting Loans or other advances made to another Loan Party under the Credit Agreement (an “Accommodation Payment”), then the Grantor Guarantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors Guarantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other GrantorGuarantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the GrantorsGuarantors; provided that such rights of contribution and indemnification shall be subordinated to the prior payment of the payments that must be made in order for the Termination Conditions to be satisfied. As of any date of determination, the “Allocable Amount” of each Grantor Guarantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor Guarantor hereunder and under the Credit Agreement without (a) rendering such Grantor Guarantor “insolvent” within the meaning of Section 101 (31) of the Bankruptcy CodeCode of the United States, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor Guarantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy CodeCode of the United States, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Grantor Guarantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code of the United States or Section 4 of the UFTA, or Section 5 of the UFCA.

Indemnity Subrogation and Subordination. Upon payment by any Grantor of any Secured Obligations, all rights of such Grantor against the Parent Borrower or any other Grantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the Secured Obligations (other than (i) contingent indemnity obligations for then unasserted claims; (ii) obligations and liabilities under Secured Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank shall have been made; or (iii) Secured Cash Management Obligations Agreements as to which arrangements satisfactory to the applicable Cash Management Bank shall have been mademade and (iv) Letters of Credit and L/C Obligations that have been Cash Collateralized, back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer or deemed reissued under another agreement reasonably acceptable to the applicable L/C Issuer) and the termination of all Commitments to any Loan Party under any Loan Document. If any amount shall erroneously be paid to the Parent Borrower or any other Grantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Parent Borrower or any other Grantor, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith promptly be paid to the Collateral Administrative Agent to be credited against the payment of the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Grantor (other than the any Borrower) shall, under this Agreement or the Credit Agreement as a joint and several obligor, repay any of the Secured Obligations (an “Accommodation Payment”), then the Grantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Grantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Grantors. As of any date of determination, the “Allocable Amount” of each Grantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor hereunder and under the Credit Agreement without (a) rendering such Grantor “insolvent” within the meaning of Section 101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Security Agreement Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Grantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA.

Indemnity Subrogation and Subordination. Upon payment by any Grantor of any Secured Obligations, all rights of such Grantor against the Borrower or any other Grantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the Secured Obligations (other than (i) contingent indemnity obligations for then unasserted claims; (ii) obligations and liabilities under Secured Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank shall have been made; or (iii) Secured Cash Management Obligations Agreements as to which arrangements satisfactory to the applicable Cash Management Bank shall have been mademade and (iv) Letters of Credit and L/C Obligations that have been Cash Collateralized, back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer or deemed reissued under another agreement reasonably acceptable to the applicable L/C Issuer) and the termination of all Commitments to any Loan Party under any Loan Document. If any amount shall erroneously be paid to the Borrower or any other Grantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrower or any other Grantor, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Collateral Administrative Agent to be credited against the payment of the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Grantor (other than the Borrower) shall, under this Agreement or the Credit Agreement as a joint and several obligor, repay any of the Secured Obligations (an “Accommodation Payment”), then the Grantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Grantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Grantors. As of any date of determination, the “Allocable Amount” of each Grantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor hereunder and under the Credit Agreement without (a) rendering such Grantor “insolvent” within the meaning of Section 101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Grantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA.

Indemnity Subrogation and Subordination. Upon payment by any Grantor Guarantor of any Secured Guaranteed Obligations, all rights of such Grantor Guarantor against the Borrower or any other Grantor Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior satisfaction of the Termination Conditions. If any such payment or distribution is made or becomes available to any Subsidiary Guarantor in full in cash of all any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the Secured Obligations (other than (i) contingent indemnity obligations for then unasserted claims; (ii) obligations and liabilities under Secured Hedge Agreements as to which arrangements satisfactory Person making such payment or distribution directly to the applicable Hedge Bank shall have been made; or (iii) Cash Management Obligations as to which arrangements satisfactory Administrative Agent, for application to the applicable Cash Management Bank shall have been made) and payment of the termination of all Commitments to any Loan Party under any Loan DocumentGuaranteed Obligations. If any amount shall erroneously be paid to the Borrower or any other Grantor Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrower or any other GrantorGuarantor, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith promptly be paid to the Collateral Administrative Agent to be credited against the payment of the Secured Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Grantor (other than the Borrower) Guarantor shall, under this Agreement or the Credit Agreement as a joint and several obligor, repay any of the Secured Guaranteed Obligations constituting Loans made to another Loan Party under the Credit Agreement (an “Accommodation Payment”), then the Grantor Guarantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors Guarantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other GrantorGuarantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the GrantorsGuarantors; provided that such rights of contribution and indemnification shall be subordinated to the prior satisfaction of the Termination Conditions. As of any date of determination, the “Allocable Amount” of each Grantor Guarantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor Guarantor hereunder and under the Credit Agreement without (a) rendering such Grantor Guarantor “insolvent” within the meaning of Section 101 (31101(31) of the Bankruptcy CodeCode of the United States, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor Guarantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy CodeCode of the United States, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Grantor Guarantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code of the United States or Section 4 of the UFTA, or Section 5 of the UFCA.

Indemnity Subrogation and Subordination. Upon payment by any Grantor Guarantor of any Secured Guaranteed Obligations, all rights of such Grantor Guarantor against the Borrower or any other Grantor Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the Secured Guaranteed Obligations (other than (i) contingent indemnity obligations for then unasserted claims; (ii) obligations and liabilities under Secured Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank shall have been made; or (iii) Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank shall have been made) and the termination of all Commitments to any Loan Party under any Loan Document. If any amount shall erroneously be paid to the Borrower or any other Grantor Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrower or any other GrantorGuarantor, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith promptly be paid to the Collateral Administrative Agent to be credited against the payment of the Secured Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Grantor (other than the Borrower) Guarantor shall, under this Agreement or the Credit Agreement as a joint and several obligorAgreement, repay any of the Secured Guaranteed Obligations (an “Accommodation Payment”), then the Grantor Guarantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors Guarantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other GrantorGuarantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the GrantorsGuarantors; provided that such rights of contribution and indemnification shall be subordinated to the prior payment in full of all of the Guaranteed Obligations. As of any date of determination, the “Allocable Amount” of each Grantor Guarantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor Guarantor hereunder and under the Credit Agreement without (a) rendering such Grantor Guarantor “insolvent” within the meaning of Section 101 (31101(31) of the Bankruptcy CodeCode of the United States, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor Guarantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy CodeCode of the United States, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Grantor Guarantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code of the United States or Section 4 of the UFTA, or Section 5 of the UFCA.

Indemnity Subrogation and Subordination. Upon payment by any the Grantor of any Secured Obligations, all rights of such the Grantor against the Borrower or any other Grantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the Secured Obligations (other than (i) contingent indemnity obligations for then unasserted claims; (ii) obligations and liabilities under Secured Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank shall have been made; or (iii) Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank shall have been made; or (iv) Other Obligations as to which arrangements satisfactory to the applicable Other Obligations Bank shall have been made) and the termination of all Commitments to any Loan Party under any Loan Credit Document. If any amount shall erroneously be paid to the Borrower or any other Grantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrower or any other GrantorBorrower, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Collateral Agent to be credited against the payment of the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement and the other Loan Credit Documents. Subject to the foregoing, to the extent that any Grantor (other than the Borrower) shall, under this Agreement or the Credit Agreement as a joint and several obligor, repay any of the Secured Obligations (an “Accommodation Payment”), then the Grantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Grantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Grantors. As of any date of determination, the “Allocable Amount” of each Grantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor hereunder and under the Credit Agreement without (a) rendering such Grantor “insolvent” within the meaning of Section 101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Grantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA.

Indemnity Subrogation and Subordination. Upon payment by any Grantor of any Secured Obligations, all rights of such Grantor against the any Borrower or any other Grantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the Secured Obligations (other than (i) contingent indemnity obligations for then unasserted claims; (ii) obligations and liabilities under Secured Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank shall have been made; or (iii) Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank shall have been made) and the termination of all Commitments to any Loan Party under any Loan Document. If any amount shall erroneously be paid to the any Borrower or any other Grantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the any Borrower or any other Grantor, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Collateral Agent to be credited against the payment of the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Grantor (other than the Borrower) shall, under this Agreement or the Credit Agreement as a joint and several obligor, repay any of the Secured Obligations constituting Loans made to another Loan Party under the Credit Agreement (an “Accommodation Payment”), then the Grantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Grantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Grantors. As of any date of determination, the “Allocable Amount” of each Grantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor hereunder and under the Credit Agreement without (a) rendering such Grantor “insolvent” within the meaning of Section 101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Grantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA.

Indemnity Subrogation and Subordination. Upon payment by any Grantor Guarantor of any Secured Guaranteed Obligations, all rights of such Grantor Guarantor against the any Borrower or any other Grantor Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the Secured Guaranteed Obligations (other than (i) excluding contingent indemnity obligations for then unasserted claims; (ii) obligations and liabilities under Secured Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank shall have been made; or (iii) Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank shall have no claim has been made) and the termination of all Commitments to any Loan Credit Party under any Loan Document. If any amount shall erroneously be paid to the any Borrower or any other Grantor Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the such Borrower or any other GrantorGuarantor, such amount shall be held in trust for the benefit of the Secured Parties Creditors and shall forthwith be paid to the Collateral Administrative Agent to be credited against the payment of the Secured Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Grantor (other than the Borrower) Guarantor shall, under this Agreement or the Credit Agreement as a joint and several obligor, repay any of the Secured Guaranteed Obligations constituting Loans made to another Credit Party under the Credit Agreement (an “Accommodation Payment”), then the Grantor Guarantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors Guarantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other GrantorGuarantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the GrantorsGuarantors; provided that such rights of contribution and indemnification shall be subordinated to the prior payment in full, in cash, of all of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made). As of any date of determination, the “Allocable Amount” of each Grantor Guarantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor Guarantor hereunder and under the Credit Agreement without (a) rendering such Grantor Guarantor “insolvent” within the meaning of Section 101 (31) of the Bankruptcy CodeCode of the United States, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor Guarantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy CodeCode of the United States, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Grantor Guarantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code of the United States or Section 4 of the UFTA, or Section 5 of the UFCA.

Indemnity Subrogation and Subordination. Upon payment by any Grantor of any Secured Obligations, all rights of such Grantor against the Parent Borrower or any other Grantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the Secured Obligations (other than (i) contingent indemnity obligations for then unasserted claims; (ii) obligations and liabilities under Secured Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank shall have been made; or (iii) Secured Cash Management Obligations Agreements as to which arrangements satisfactory to the applicable Cash Management Bank shall have been mademade and (iv) Letters of Credit and L/C Obligations that have been Cash Collateralized, back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer or deemed reissued under another agreement reasonably acceptable to the applicable L/C Issuer) and the termination of all Commitments to any Loan Party under any Loan Document. If any amount shall erroneously be paid to the Parent Borrower or any other Grantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Parent Borrower or any other Grantor, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith promptly be paid to the Collateral Administrative Agent to be credited against the payment of the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Grantor (other than the any Borrower) shall, under this Agreement or the Credit Agreement as a joint and several obligor, repay any of the Secured Obligations (an “Accommodation Payment”), then the Grantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Grantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Grantors. As of any date of determination, the “Allocable Amount” of each Grantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor hereunder and under the Credit Agreement without (a) rendering such Grantor “insolvent” within the meaning of Section 101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Grantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA.

Indemnity Subrogation and Subordination. Upon payment by any Grantor of any Secured Obligations, all rights of such Grantor against the Borrower or any other Grantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Secured Obligations (other than (i) contingent indemnity obligations for then unasserted claims; (ii) obligations and liabilities under Secured Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank shall have been made; or (iii) Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank shall have been made) and the termination of all Commitments to any Loan Party under any Loan Document. If any amount shall erroneously be paid to the Borrower or any other Grantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrower or any other Grantor, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Collateral Administrative Agent to be credited against the payment of the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Grantor (other than the Borrower) shall, under this Agreement or the Credit Agreement as a joint and several obligor, repay any of the Secured Obligations (an “Accommodation Payment”)constituting Loans made to another Loan Party under the Credit Agreement, then the Grantor making such Accommodation Payment (as defined in the Facility Guarantee) shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Grantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Grantors. As of any date of determination, the “Allocable Amount” of each Grantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor hereunder and under the Credit Agreement without (a) rendering such Grantor “insolvent” within the meaning of Section 101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act UFTA (“UFTA”as defined in the Facility Guarantee) or Section 2 of the Uniform Fraudulent Conveyance Act UFCA (“UFCA”as defined in the Facility Guarantee), (b) leaving such Grantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Grantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA.