Common use of Right of Contribution Clause in Contracts

Right of Contribution. Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder (including by way of set-off rights being exercised against it), such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder who has not paid its proportionate share of such payment as set forth in this Section 3. To the extent that any Guarantor shall be required hereunder to pay any portion of any Guaranteed Obligation guaranteed hereunder exceeding the greater of (a) the amount of the value actually received by such Guarantor and its Subsidiaries from such Guaranteed Obligation and (b) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of such Guaranteed Obligation guaranteed hereunder (excluding the amount thereof repaid by the Issuer of such Guaranteed Obligation) in the same proportion as such Guarantor’s net worth on the date enforcement is sought hereunder bears to the aggregate net worth of all the Guarantors on such date, then such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, pro rata, based on the respective net worth of such other Guarantors on such date; provided that any Guarantor’s right of reimbursement shall be subject to the terms and conditions of Section 5 hereof. For purposes of determining the net worth of any Guarantor in connection with the foregoing, all Guarantees of such Guarantor other than pursuant to this Agreement will be deemed to be enforceable and payable after its obligations pursuant to this Agreement. The provisions of this Section 3 shall in no respect limit the obligations and liabilities of any Guarantor to the Guaranteed Parties, and each Guarantor shall remain liable to the Guaranteed Parties for the full amount guaranteed by such Guarantor hereunder.

Right of Contribution. Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder (including by way of set-off rights being exercised against it), such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder who has not paid its proportionate share of such payment as set forth in this Section 3. a) To the extent that any Guarantor shall be required hereunder to pay any a portion of any the Guaranteed Obligation guaranteed hereunder exceeding Obligations which shall exceed the greater of (ai) the amount of the value economic benefit actually received by such Guarantor and its Subsidiaries from such Guaranteed Obligation the Facilities and (bii) the amount which such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of such the Guaranteed Obligation guaranteed hereunder Obligations (excluding the any amount thereof repaid by the Issuer of such Guaranteed ObligationBorrower or any other Guarantor) in the same proportion as such Guarantor’s net worth on at the date enforcement hereunder is sought hereunder bears to the aggregate net worth of all the Guarantors on such dateat the date enforcement hereunder is sought, then then, such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, pro rata, based on the respective net worth worths of such other Guarantors on such date; provided that any Guarantor’s right of reimbursement shall be subject to at the terms and conditions of Section 5 hereofdate enforcement hereunder is sought. For purposes of determining the net worth of any Guarantor in connection with the foregoing, all Guarantees guarantees of such Guarantor other than pursuant to this Agreement the Guaranty and any other guarantee of the Guaranteed Obligations will be deemed to be enforceable and payable after its obligations pursuant the Guaranty and any other guarantee of the Guaranteed Obligations. (b) Each Guarantor’s right of contribution under this Section 15 shall be subject to this Agreementthe terms and conditions of Section 4. The provisions of this Section 3 15 shall in no respect limit the obligations and liabilities of any Guarantor to the Guaranteed Agents and the Secured Parties, and each Guarantor shall remain liable to the Guaranteed Agents and the Secured Parties for the full amount guaranteed by such Guarantor hereunder. Each Guarantor agrees to contribute, to the maximum extent permitted by applicable law, such amounts to each other Guarantor and each other guarantor so as to maximize the aggregate amount paid to the Secured Parties under or in respect of the Loan Documents.

Right of Contribution. Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of (a) If in connection with any payment made by any Guarantor hereunder (including by way any rights of set-off rights being exercised contribution arise in favor of such Guarantor against it)one or more other Guarantors, such Guarantor shall be entitled to seek and receive rights of contribution from and against any other Guarantor hereunder who has not paid its proportionate share of such payment as set forth in this Section 3. To the extent that any Guarantor shall be required hereunder to pay any portion of any Guaranteed Obligation guaranteed hereunder exceeding the greater of (a) the amount of the value actually received by such Guarantor and its Subsidiaries from such Guaranteed Obligation and (b) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of such Guaranteed Obligation guaranteed hereunder (excluding the amount thereof repaid by the Issuer of such Guaranteed Obligation) in the same proportion as such Guarantor’s net worth on the date enforcement is sought hereunder bears to the aggregate net worth of all the Guarantors on such date, then such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, pro rata, based on the respective net worth of such other Guarantors on such date; provided that any Guarantor’s right of reimbursement shall be subject to the terms and conditions of Section 5 hereof. For purposes of determining the net worth of any Guarantor in connection with the foregoing, all Guarantees of such Guarantor other than pursuant to this Agreement will be deemed to be enforceable and payable after its obligations pursuant to this Agreement. 12.6 The provisions of this Section 3 12.5 shall in no respect limit the obligations and liabilities of any Guarantor pursuant to the Guaranteed PartiesLoan Documents, and each Guarantor shall remain liable to the Guaranteed Parties for the full amount guaranteed by such Guarantor hereunder. (b) Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by any Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of any Secured Party against any Loan Party or any collateral security or guarantee or right of offset held by any Secured Party for the payment of the Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from any Loan Party in respect of payments made by such Guarantor hereunder, in each case, until the Obligations are paid in full and all commitments to extend credit have been terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time prior to the time that the Obligations are paid in full and all commitments to extend credit have been terminated, such amount shall be held by such Guarantor in trust for the ratable benefit of the Secured Parties, shall be segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to JGB Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to JGB Agent, if required), to be applied to the Obligations, irrespective of the occurrence or the continuance of any Event of Default.

Right of Contribution. Each At any time a payment in respect of the Guaranteed Obligations is made under this guarantee, the right of contribution of each Guarantor hereby agrees that against each other Guarantor shall be determined as provided in the immediately following sentence, with the right of contribution of each Guarantor to be revised and restated as of each date on which a payment (a “Relevant Payment”) is made on the extent Guaranteed Obligations under this guarantee. At any time that a Relevant Payment is made by a Guarantor that results in the aggregate payments made by such Guarantor in respect of the Guaranteed Obligations to and including the date of the Relevant Payment exceeding such Guarantor’s Contribution Percentage (as defined below) of the aggregate payments made by all Guarantors in respect of the Guaranteed Obligations to and including the date of the Relevant Payment (such excess, the “Aggregate Excess Amount”), each such Guarantor shall have paid more than its proportionate share a right of any payment made hereunder (including by way of set-off rights being exercised contribution against it), such Guarantor shall be entitled to seek and receive contribution from and against any each other Guarantor hereunder who has not paid its proportionate share of such payment as set forth made payments in this Section 3. To the extent that any Guarantor shall be required hereunder to pay any portion of any Guaranteed Obligation guaranteed hereunder exceeding the greater of (a) the amount respect of the value actually received Guaranteed Obligations to and including the date of the Relevant Payment in an aggregate amount less than such other Guarantor’s Contribution Percentage of the aggregate payments made to and including the date of the Relevant Payment by such Guarantor and its Subsidiaries from such all Guarantors in respect of the Guaranteed Obligation and Obligations (b) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of such Guaranteed Obligation guaranteed hereunder deficit, the “Aggregate Deficit Amount”) in an amount equal to (excluding x) a fraction the amount thereof repaid by numerator of which is the Issuer Aggregate Excess Amount of such Guaranteed Obligation) in Guarantor and the same proportion as such Guarantor’s net worth on denominator of which is the date enforcement is sought hereunder bears to the aggregate net worth Aggregate Excess Amount of all Guarantors multiplied by (y) the Guarantors on such date, then such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, pro rata, based on the respective net worth Aggregate Deficit Amount of such other Guarantors on such dateGuarantor. A Guarantor’s right of contribution pursuant to the preceding sentences shall arise at the time of each computation, subject to adjustment to the time of each computation; provided that no Guarantor may take any action to enforce such right until the Guaranteed Obligations have been paid in full in cash, it being expressly recognized and agreed by all parties hereto that any Guarantor’s right of reimbursement shall be subject to the terms and conditions of Section 5 hereof. For purposes of determining the net worth of any Guarantor in connection with the foregoing, all Guarantees of such Guarantor other than contribution arising pursuant to this Agreement will Clause 17.8 against any other Guarantor shall be deemed expressly junior and subordinate to be enforceable and payable after its obligations pursuant to this Agreement. The provisions of this Section 3 shall in no respect limit the such other Guarantor’s obligations and liabilities in respect of any Guarantor to the Guaranteed Parties, Obligations and any other obligations under this guarantee. As used in this Clause 17.8: (i) each Guarantor shall remain liable to the Guaranteed Parties for the full amount guaranteed by such Guarantor hereunder.Guarantor’s “

Right of Contribution. Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder (including by way of set-off rights being exercised against it), such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder who has not paid its proportionate share of such payment as set forth in this Section 3. To the extent that any Guarantor shall be required hereunder to pay any portion of any Guaranteed Obligation guaranteed hereunder exceeding the greater of (a) the amount of the value actually received by such Guarantor and its Subsidiaries from such Guaranteed Obligation the Obligations and (b) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of such Guaranteed Obligation Obligations guaranteed hereunder (excluding the amount thereof repaid by the Issuer of such Guaranteed ObligationBorrower) in the same proportion as such Guarantor’s net worth on the date enforcement is sought hereunder bears to the aggregate net worth of all the Guarantors on such date, then such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, pro rata, based on the respective net worth of such other Guarantors on such date; provided that any Guarantor’s right of reimbursement shall be subject to the terms and conditions of Section 5 hereof. For purposes of determining the net worth of any Guarantor in connection with the foregoing, all Guarantees of such Guarantor other than pursuant to this Agreement will be deemed to be enforceable and payable after its obligations pursuant to this Agreement. The provisions of this Section 3 shall in no respect limit the obligations and liabilities of any Guarantor to the Administrative Agent and the other Guaranteed Parties, and each Guarantor shall remain liable to the Administrative Agent and the other Guaranteed Parties for the full amount guaranteed by such Guarantor hereunder.

Right of Contribution. (a) Each US Guarantor hereby agrees that to the extent that a US Guarantor shall have paid more than its proportionate share of any payment made hereunder (including by way of set-off rights being exercised against it)hereunder, such US Guarantor shall be entitled to seek and receive contribution from and against any other US Guarantor hereunder who which has not paid its proportionate share of such payment as set forth in this Section 3. To payment; provided that, for the extent that any avoidance of doubt, no US Guarantor shall be required to make any contribution hereunder to pay any portion on account of any Guaranteed Obligation guaranteed hereunder exceeding the greater of (a) the amount of the value actually received by such Guarantor and its Subsidiaries from such Guaranteed Obligation and (b) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount Excluded Swap Obligations of such Guaranteed Obligation guaranteed hereunder (excluding the amount thereof repaid by the Issuer of such Guaranteed Obligation) in the same proportion as such US Guarantor’s net worth on the date enforcement is sought hereunder bears to the aggregate net worth of all the Guarantors on such date, then such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, pro rata, based on the respective net worth of such other Guarantors on such date; provided that any . Each US Guarantor’s right of reimbursement contribution shall be subject to the terms and conditions of Section 5 hereof. For purposes of determining the net worth of any Guarantor in connection with the foregoing, all Guarantees of such Guarantor other than pursuant to this Agreement will be deemed to be enforceable and payable after its obligations pursuant to this Agreement15.04(a). The provisions of this Section 3 15.10(a) shall in no respect limit the obligations and liabilities of any US Guarantor to the Guaranteed PartiesSecured Creditors, and each US Guarantor shall remain liable to the Guaranteed Parties Secured Creditors for the full amount guaranteed by such US Guarantor hereunder. (b) Each Non-US Obligation Guarantor hereby agrees that to the extent that a Non-US Obligation Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Non-US Obligation Guarantor shall be entitled to seek and receive contribution from and against any other Non-US Obligation Guarantor hereunder which has not paid its proportionate share of such payment; provided that, for the avoidance of doubt, no Non-US Obligation Guarantor shall be required to make any contribution hereunder on account of any Excluded Swap Obligations of such Non-US Obligation Guarantor. Each Non-US Obligation Guarantor’s right of contribution shall be subject to the terms and conditions of Section 15.04(b). The provisions of this Section 15.10(b) shall in no respect limit the obligations and liabilities of any Non-US Obligation Guarantor to the Secured Creditors, and each Non-US Obligation Guarantor shall remain liable to the Secured Creditors for the full amount guaranteed by such Non-US Obligation Guarantor hereunder.

Right of Contribution. (a) Each Subsidiary Guarantor hereby agrees that to the extent that a Subsidiary Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Subsidiary Guarantor shall be entitled to seek and receive contribution from and against any other Subsidiary Guarantor hereunder which has not paid its proportionate share of such payment. Each Subsidiary Guarantor’s right of contribution shall be subject to the terms and conditions of Section 2.3. The provisions of this Section 2.2 shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Administrative Agent and the Secured Parties, and each Subsidiary Guarantor shall remain liable to the Administrative Agent and the Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder. (b) The Borrower and each Guarantor agrees that to the extent that the Borrower or any Guarantor shall have paid more than its proportionate share of any payment made hereunder (including by way in respect of set-off rights being exercised against it)any Guarantor Hedge Agreement Obligation of any other Guarantor, the Borrower or such Guarantor Guarantor, as the case may be, shall be entitled to seek and receive contribution from and against the Borrower and any other Guarantor hereunder who which has not paid its proportionate share of such payment as set forth in this Section 3. To the extent that any Guarantor shall be required hereunder to pay any portion of any Guaranteed Obligation guaranteed hereunder exceeding the greater of payment. (ac) the amount of the value actually received by such Guarantor The Borrower’s and its Subsidiaries from such Guaranteed Obligation and (b) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of such Guaranteed Obligation guaranteed hereunder (excluding the amount thereof repaid by the Issuer of such Guaranteed Obligation) in the same proportion as such Guarantor’s net worth on the date enforcement is sought hereunder bears to the aggregate net worth of all the Guarantors on such date, then such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, pro rata, based on the respective net worth of such other Guarantors on such date; provided that any each Guarantor’s right of reimbursement contribution under this Section 2.2 shall be subject to the terms and conditions of Section 5 hereof. For purposes of determining the net worth of any Guarantor in connection with the foregoing, all Guarantees of such Guarantor other than pursuant to this Agreement will be deemed to be enforceable and payable after its obligations pursuant to this Agreement2.3. The provisions of this Section 3 2.2 shall in no respect limit the obligations and liabilities of the Borrower or any Guarantor to the Guaranteed Administrative Agent and the Secured Parties, and the Borrower and each Guarantor shall remain liable to the Guaranteed Administrative Agent and the Secured Parties for the full amount guaranteed by the Borrower or such Guarantor hereunder.

Right of Contribution. Each At any time a payment in respect of the Guaranteed Obligations is made under this Guaranty, the right of contribution of each Guarantor hereby agrees that against each other Guarantor shall be determined as provided in the immediately following sentence, with the right of contribution of each Guarantor to be revised and restated as of each date on which a payment (a “Relevant Payment”) is made on the extent Guaranteed Obligations under this Guaranty. At any time that a Relevant Payment is made by a Guarantor that results in the aggregate payments made by such Guarantor in respect of the Guaranteed Obligations to and including the date of the Relevant Payment exceeding such Guarantor’s Contribution Percentage (as defined below) of the aggregate payments made by all Guarantors in respect of the Guaranteed Obligations to and including the date of the Relevant Payment (such excess, the “Aggregate Excess Amount”), each such Guarantor shall have paid more than its proportionate share a right of any payment made hereunder (including by way of set-off rights being exercised contribution against it), such Guarantor shall be entitled to seek and receive contribution from and against any each other Guarantor hereunder who has not paid its proportionate share of such payment as set forth made payments in this Section 3. To the extent that any Guarantor shall be required hereunder to pay any portion of any Guaranteed Obligation guaranteed hereunder exceeding the greater of (a) the amount respect of the value actually received by Guaranteed Obligations to and including the date of the Relevant Payment in an aggregate amount less than such Guarantor and its Subsidiaries from such Guaranteed Obligation and (b) the amount such Guarantor would otherwise have paid if such Guarantor had paid other Guarantor’s Contribution Percentage of the aggregate amount of such Guaranteed Obligation guaranteed hereunder (excluding payments made to and including the amount thereof repaid by the Issuer of such Guaranteed Obligation) in the same proportion as such Guarantor’s net worth on the date enforcement is sought hereunder bears to the aggregate net worth of all the Guarantors on such date, then such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, pro rata, based on the respective net worth of such other Guarantors on such date; provided that any Guarantor’s right of reimbursement shall be subject to the terms and conditions of Section 5 hereof. For purposes of determining the net worth of any Guarantor in connection with the foregoing, all Guarantees of such Guarantor other than pursuant to this Agreement will be deemed to be enforceable and payable after its obligations pursuant to this Agreement. The provisions of this Section 3 shall in no respect limit the obligations and liabilities of any Guarantor to the Guaranteed Parties, and each Guarantor shall remain liable to the Guaranteed Parties for the full amount guaranteed by such Guarantor hereunder.

Right of Contribution. Each At any time a payment in respect of the --------------------- Guaranteed Obligations is made under this Guaranty, the right of contribution of each Guarantor hereby agrees that against each other Guarantor shall be determined as provided in the immediately following sentence, with the right of contribution of each Guarantor to be revised and restated as of each date on which a payment (a "Relevant Payment") is made on the extent Guaranteed Obligations under this Agreement. ----------------- At any time that a Relevant Payment is made by a Guarantor that results in the aggregate payments made by such Guarantor in respect of the Guaranteed Obligations to and including the date of the Relevant Payment exceeding such Guarantor's Contribution Percentage (as defined below) of the aggregate payments made by all Guarantors in respect of the Guaranteed Obligations to and including the date of the Relevant Payment (such excess, the "Aggregate Excess Amount"), ----------------------- each such Guarantor shall have paid more than its proportionate share a right of any payment made hereunder (including by way of set-off rights being exercised contribution against it), such Guarantor shall be entitled to seek and receive contribution from and against any each other Guarantor hereunder who has not paid its proportionate share of such payment as set forth made payments in this Section 3. To the extent that any Guarantor shall be required hereunder to pay any portion of any Guaranteed Obligation guaranteed hereunder exceeding the greater of (a) the amount respect of the value actually received Guaranteed Obligations to and including the date of the Relevant Payment in an aggregate amount less than such other Guarantor's Contribution Percentage of the aggregate payments made to and including the date of the Relevant Payment by such Guarantor and its Subsidiaries from such all Guarantors in respect of the Guaranteed Obligation and Obligations (b) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of such deficit, the "Aggregate --------- Deficit Amount") in an amount equal to (x) a fraction the numerator of which is -------------- the Aggregate Excess Amount of such Guarantor and the denominator of which is the Aggregate Excess Amount of all Guarantors multiplied by (y) the Aggregate Deficit Amount of such other Guarantor. A Guarantor's right of contribution pursuant to the preceding sentences shall arise at the time of each computation, subject to adjustment to the time of any subsequent computation; provided that -------- no Guarantor may take any action to enforce such right until the Guaranteed Obligation guaranteed hereunder Obligations have been paid in full and all commitments by the Guaranteed Parties to extend credit under the Guaranteed Documents have been terminated, it being expressly recognized and agreed by all parties hereto that any Guarantor's right of contribution arising pursuant to this Section 2.15 against any other Guarantor shall be expressly junior and subordinate to such other Guarantor's obligations and liabilities in respect of the Guaranteed Obligations and any other obligations owing under this Guaranty. As used in this Section 2.16: (excluding i) each Guarantor's "Contribution Percentage" shall mean the percentage obtained by ----------------------- dividing (x) the Adjusted Net Worth (as defined below) of such Guarantor by (y) the aggregate Adjusted Net Worth of all Guarantors; (ii) the "Adjusted Net ------------ Worth" of each Guarantor shall mean the greater of (x) the Net Worth (as defined below) of such Guarantor and (y) zero; and (iii) the "Net Worth" of each --------- Guarantor shall mean the amount thereof repaid by which the Issuer fair salable value of such Guaranteed Obligation) in the same proportion as such Guarantor’s net worth 's assets on the date enforcement is sought hereunder bears of any Relevant Payment exceeds its existing debts and other liabilities (including contingent liabilities, but without giving effect to the aggregate net worth of all the Guarantors any Guaranteed Obligations arising under this Guaranty) on such date. Each of the Guarantors recognizes and acknowledges that the rights to contribution arising hereunder shall constitute an asset in favor of the party entitled to such contribution. In this connection, then such each Guarantor shall be reimbursed by such other Guarantors for has the amount of such excess, pro rata, based on the respective net worth of such other Guarantors on such date; provided that any Guarantor’s right of reimbursement shall be subject to the terms and conditions of Section 5 hereof. For purposes of determining the net worth of any Guarantor in connection with the foregoing, all Guarantees of such Guarantor other than pursuant to this Agreement will be deemed to be enforceable and payable after waive its obligations pursuant to this Agreement. The provisions of this Section 3 shall in no respect limit the obligations and liabilities of contribution right against any Guarantor to the Guaranteed Parties, and each Guarantor shall remain liable extent that after giving effect to the Guaranteed Parties for the full amount guaranteed by such waiver such Guarantor hereunderwould remain solvent, in the determination of the Required Lenders under the Credit Agreement.

Right of Contribution. Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of If any payment is made hereunder under this Note by any Borrower, including pursuant to a collection under Section 9: (including by way of set-off rights being exercised against ita) Subject to Section 5.5(c), such Guarantor Borrower shall be entitled to seek contribution in respect of such payment and receive shall be entitled to demand and enforce contribution in respect of such payment from and against any each other Guarantor hereunder who Borrower which has not paid its proportionate fair share of such payment payment, as set forth in this Section 3. To the extent necessary to ensure that (after giving effect to any Guarantor shall be required hereunder to pay any portion enforcement of any Guaranteed Obligation guaranteed hereunder exceeding the greater reimbursement rights provided hereby) each Borrower pays its fair share of (a) the amount of the value actually received by such Guarantor and its Subsidiaries from such Guaranteed Obligation and payment. (b) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of such Guaranteed Obligation guaranteed hereunder (excluding the amount thereof repaid by the Issuer of such Guaranteed Obligation) in the same proportion as such Guarantor’s net worth on the date enforcement is sought hereunder bears to the aggregate net worth of all the Guarantors on such date, then such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, pro rata, based on the respective net worth of such other Guarantors on such date; provided that If and whenever any Guarantor’s right of reimbursement or contribution becomes enforceable by any Borrower against the other Borrowers, such Borrower shall be entitled, subject to and upon (but not before) the terms indefeasible payment in full, in cash, to the Lenders by of all of the outstanding Obligations of the Borrowers under the Note Documents, to be subrogated to the security interest that may then be held by the Lenders upon the Collateral securing or purporting to secure the Obligations. If subrogation is demanded by any Borrower, then, after discharge of this Note following payment in full, in cash, to the Lenders of all of the outstanding Obligations of the Borrowers under the Note Documents, the Lenders shall deliver to the Borrower making such demand (at the cost of such Borrower) an instrument satisfactory to the Lenders transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Lenders then may hold in the Collateral securing the Obligations. (c) All rights and conditions claims arising under this Section 5.5 shall be fully subordinated to the rights of Section 5 hereofthe Lenders under this Note prior to the indefeasible payment in full, in cash, to Lenders of the principal amount of, and interest on, this Note and the payment in full, in cash, of all other outstanding Obligations of the Borrowers under the Note Documents. For purposes of determining the net worth Prior to such payment, no Borrower may demand, enforce or receive any collateral security, payment or distribution whatsoever on account of any Guarantor in connection with the foregoing, all Guarantees of such Guarantor other than pursuant to this Agreement will be deemed to be enforceable and payable after its obligations pursuant to this Agreement. The provisions of this Section 3 shall in no respect limit the obligations and liabilities of any Guarantor to the Guaranteed Parties, and each Guarantor shall remain liable to the Guaranteed Parties for the full amount guaranteed by such Guarantor hereunderright or claim.

Right of Contribution. Each Subsidiary Guarantor hereby agrees that to the extent that a Subsidiary Guarantor shall have paid more than its proportionate share of any make a payment under this Agreement (a “Guarantor Payment”) which, taking into account all other Guarantor Payments then previously or concurrently made hereunder (including by way of set-off rights being exercised against it), such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder who has not paid its proportionate share of such payment as set forth in this Section 3. To the extent that any Guarantor shall be required hereunder to pay any portion of any Guaranteed Obligation guaranteed hereunder exceeding the greater of (a) Subsidiary Guarantor, exceeds the amount of the value actually received which otherwise would have been paid by or attributable to such Subsidiary Guarantor and its Subsidiaries from such Guaranteed Obligation and (b) the amount such Guarantor would otherwise have paid if such each Subsidiary Guarantor had paid the aggregate amount of Guaranteed Obligations satisfied by such Guaranteed Obligation guaranteed hereunder (excluding the amount thereof repaid by the Issuer of such Guaranteed Obligation) Guarantor Payment in the same proportion as such Subsidiary Guarantor’s net worth on the date enforcement is sought hereunder bears “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate net worth Allocable Amounts of all each of the Subsidiary Guarantors on as determined immediately prior to the making of such dateGuarantor Payment, then such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, pro rata, based on the respective net worth of such other Guarantors on such date; provided that any Guarantor’s right of reimbursement shall be subject to the terms and conditions of Section 5 hereof7.04, each remaining Subsidiary Guarantor respectively agrees that such Subsidiary Guarantor has the present right to recover the amount of such excess from the remaining Subsidiary Guarantors, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment, which right shall be enforceable against the remaining Subsidiary Guarantors to the full extent that the Guaranteed Obligations are enforceable against such Subsidiary Guarantor. For purposes of determining the net worth of any Guarantor in connection with Without limiting the foregoing, all Guarantees in the event any Subsidiary Guarantor is required, by reason of this Loan Party Guarantee, to pay an amount in excess of its Allocable Amount, the remaining Subsidiary Guarantors jointly and severally agree to pay such Subsidiary Guarantor, upon demand, the amount of such excess. Subject only to the provisions of Section 7.04 hereof, such Subsidiary Guarantor shall be subrogated to any and all rights of the Secured Parties against the remaining Subsidiary Guarantors to the extent of such excess payment. As of any date of determination, the “Allocable Amount” of any Subsidiary Guarantor shall be equal to the excess of the fair saleable value of the property of such Subsidiary Guarantor over the total liabilities of such Subsidiary Guarantor (including the maximum amount reasonably expected to become due in respect of contingent liabilities, calculated, without duplication, assuming each other than pursuant Subsidiary Guarantor that is also liable for such contingent liability pays its ratable share thereof), giving effect to all payments made by other Subsidiary Guarantors as of such date in a manner to maximize the amount of such contributions. This Section 7.10 is intended only to define the relative rights of the Subsidiary Guarantors, and nothing set forth in this Agreement will be deemed Section 7.10 is intended to be enforceable or shall impair the obligations of the Subsidiary Guarantors, jointly and severally, to pay any amounts as and when the same shall become due and payable after its obligations pursuant to in accordance with the terms of this AgreementLoan Party Guarantee. The provisions parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Subsidiary Guarantor or Subsidiary Guarantors to which such contribution and indemnification is owing. The rights of the indemnifying Subsidiary Guarantors against other Subsidiary Guarantors under this Section 3 7.10 shall in no respect limit be exercisable upon the obligations full and liabilities indefeasible payment of any Guarantor to the Guaranteed Parties, and each Guarantor shall remain liable to the Guaranteed Parties for the full amount guaranteed by such Guarantor hereunderObligations in cash.

Right of Contribution. Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder (including by way of set-off rights being exercised against it), such Guarantor shall be entitled entitled, subject to and upon payment in full of the Guaranteed Obligations under the Credit/Hedge Documents, to seek and receive contribution from and against any other Guarantor hereunder who has not paid its proportionate share of such payment as set forth in this Section 3payment. To the extent that any Guarantor shall be required hereunder to pay any portion of any Guaranteed Obligation guaranteed hereunder exceeding the greater of (a) the amount of the value actually received by such Guarantor and its Subsidiaries from such Guaranteed Obligation and (b) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of such Guaranteed Obligation guaranteed hereunder (excluding the amount thereof repaid by the Issuer of such Guaranteed Obligation) in the same proportion as such Guarantor’s net worth on the date enforcement is sought hereunder bears to the aggregate net worth of all the Guarantors on such date, then such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, pro rata, based on the respective net worth of such other Guarantors on such date; provided that any Each Guarantor’s right of reimbursement contribution shall be subject to the terms and conditions of Section 5 hereof. For purposes of determining the net worth of any Guarantor in connection with the foregoing, all Guarantees of such Guarantor other than pursuant to this Agreement will be deemed to be enforceable and payable after its obligations pursuant to this Agreement. The provisions of this Section 3 shall in no respect limit the obligations and liabilities of any Guarantor to the Administrative Agent and the other Guaranteed Parties, and each Guarantor shall remain liable to the Administrative Agent and the other Guaranteed Parties for the full amount guaranteed by such Guarantor hereunder. The obligations of the Guarantors under the Credit/Hedge Documents, including their liability for the Guaranteed Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability or sufficiency of any right of reimbursement or contribution arising under this Section 3. The invalidity, insufficiency, unenforceability or uncollectibility of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Party against any Guarantor or its property. The Guaranteed Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right. Each Guarantor reserves any and all other rights of reimbursement or contribution at any time available to it as against any other Guarantor, but (i) the exercise and enforcement of any such rights shall be subject to the terms and conditions of Section 5 hereof and (ii) neither the Administrative Agent nor any other Guaranteed Party shall ever have any duty or liability whatsoever in respect of any such right.

Right of Contribution. Each At any time a payment in respect of the Guaranteed Obligations is made under this guarantee, the right of contribution of each Guarantor hereby agrees that against each other Guarantor shall be determined as provided in the immediately following sentence, with the right of contribution of each Guarantor to be revised and restated as of each date on which a payment (a “Relevant Payment”) is made on the extent Guaranteed Obligations under this guarantee. At any time that a Relevant Payment is made by a Guarantor that results in the aggregate payments made by such Guarantor in respect of the Guaranteed Obligations to and including the date of the Relevant Payment exceeding such Guarantor’s Contribution Percentage (as defined below) of the aggregate payments made by all Guarantors in respect of the Guaranteed Obligations to and including the date of the Relevant Payment (such excess, the “Aggregate Excess Amount”), each such Guarantor shall have paid more than its proportionate share a right of any payment made hereunder (including by way of set-off rights being exercised contribution against it), such Guarantor shall be entitled to seek and receive contribution from and against any each other Guarantor hereunder who has not paid its proportionate share of such payment as set forth made payments in this Section 3. To the extent that any Guarantor shall be required hereunder to pay any portion of any Guaranteed Obligation guaranteed hereunder exceeding the greater of (a) the amount respect of the value actually received Guaranteed Obligations to and including the date of the Relevant Payment in an aggregate amount less than such other Guarantor’s Contribution Percentage of the aggregate payments made to and including the date of the Relevant Payment by such Guarantor and its Subsidiaries from such all Guarantors in respect of the Guaranteed Obligation and Obligations (b) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of such Guaranteed Obligation guaranteed hereunder deficit, the “Aggregate Deficit Amount”) in an amount equal to (excluding x) a fraction the amount thereof repaid by numerator of which is the Issuer Aggregate Excess Amount of such Guaranteed Obligation) in Guarantor and the same proportion as such Guarantor’s net worth on denominator of which is the date enforcement is sought hereunder bears to the aggregate net worth Aggregate Excess Amount of all Guarantors multiplied by (y) the Guarantors on such date, then such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, pro rata, based on the respective net worth Aggregate Deficit Amount of such other Guarantors on such dateGuarantor. A Guarantor’s right of contribution pursuant to the preceding sentences shall arise at the time of each computation, subject to adjustment to the time of each computation; provided that no Guarantor may take any action to enforce such right until the Guaranteed Obligations have been paid in full in cash, it being expressly recognized and agreed by all parties hereto that any Guarantor’s right of reimbursement shall be subject to the terms and conditions of Section 5 hereof. For purposes of determining the net worth of any Guarantor in connection with the foregoing, all Guarantees of such Guarantor other than contribution arising pursuant to this Agreement will Clause 16.8 against any other Guarantor shall be deemed expressly junior and subordinate to be enforceable and payable after its obligations pursuant to this Agreement. The provisions of this Section 3 shall in no respect limit the such other Guarantor’s obligations and liabilities in respect of any Guarantor to the Guaranteed Parties, Obligations and any other obligations under this guarantee. As used in this Clause 16.8: (i) each Guarantor shall remain liable to the Guaranteed Parties for the full amount guaranteed by such Guarantor hereunder.Guarantor’s “

Right of Contribution. At any time a payment in respect of the Guaranteed Obligations is made under this Guarantee, the right of contribution of each Subsidiary Guarantor against each other Subsidiary Guarantor shall be determined as provided in the immediately following sentence, with the right of contribution of each Subsidiary Guarantor to be revised and restated as of each date on which a payment is made on the Guaranteed Obligations under this Guarantee. Each Subsidiary Guarantor hereby agrees that to the extent that a Subsidiary Guarantor shall have paid more than its proportionate share made payments in respect of any payment the Guaranteed Obligations that, in the aggregate, exceed such Subsidiary Guarantor’s Contribution Percentage (as defined below) of the aggregate payments made hereunder by all Subsidiary Guarantors (including by way of set-off rights being exercised against itsuch excess, the “Aggregate Excess Amount”), each such Subsidiary Guarantor shall be entitled to seek and receive contribution from and against any other Subsidiary Guarantor hereunder who which has not paid its proportionate share of such payment as set forth in this Section 3. To the extent that any Guarantor shall be required hereunder to pay any portion of any Guaranteed Obligation guaranteed hereunder exceeding the greater of (a) the amount Contribution Percentage of the value actually received aggregate payments made by such Guarantor and its Subsidiaries from such Guaranteed Obligation and all Subsidiary Guarantors (bthe “Aggregate Deficit Amount”) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of such Guaranteed Obligation guaranteed hereunder (excluding the amount thereof repaid by the Issuer of such Guaranteed Obligation) in the same proportion as such Guarantor’s net worth on the date enforcement of such payment, in an amount equal to (x) a fraction, the numerator of which is sought hereunder bears to the aggregate net worth of all the Guarantors on such date, then such Guarantor shall be reimbursed Aggregate Excess Amount paid by such other Guarantors for Subsidiary Guarantor and the amount denominator of such excesswhich is the Aggregate Excess Amount paid by all Subsidiary Guarantors, pro rata, based on multiplied by (y) the respective net worth of such other Guarantors on such date; provided that any Aggregate Deficit Amount. Each Subsidiary Guarantor’s right of reimbursement contribution shall be subject to the terms and conditions of Section 5 hereof. For purposes of determining the net worth of any Guarantor in connection with the foregoing, all Guarantees of such Guarantor other than pursuant to this Agreement will be deemed to be enforceable and payable after its obligations pursuant to this Agreement9.04. The provisions of this Section 3 9.09 shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Guaranteed Administrative Agent, Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Guaranteed Administrative Agent, Collateral Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder; provided, that no Subsidiary Guarantor may take any action to enforce such right until the Termination Date, it being expressly recognized and agreed by all parties hereto that any Subsidiary Guarantor’s right of contribution arising under this Section 9.09 against any other Subsidiary Guarantor shall be expressly junior and subordinate to such other Subsidiary Guarantor’s obligations and liabilities in respect of the Obligations and any other obligations owing under this Guarantee. As used in this Section 9.09: (i) each Subsidiary Guarantor’s “Contribution Percentage” shall mean the percentage obtained by dividing (x) Adjusted Net Worth (as defined below) of such Subsidiary Guarantor by (y) the aggregate Adjusted Net Worth of all Subsidiary Guarantors; (ii) the “Adjusted Net Worth” of each Subsidiary Guarantor shall mean the greater of (x) the Net Worth (as defined below) of such Subsidiary Guarantor and (y) zero; and (iii) the “Net Worth” of each Subsidiary Guarantor shall mean the amount by which the fair saleable value of such Subsidiary Guarantor’s assets on the date of any payment by such Subsidiary Guarantor exceeds its existing debts and other liabilities (including contingent liabilities, but without giving effect to any Guaranteed Obligations arising under this Guarantee) on such date. Notwithstanding anything to the contrary contained above, any Subsidiary Guarantor that is released from this Guarantee pursuant to Section 9.08 hereof (or otherwise in connection with an exercise of remedies by, or at the direction of, the relevant Secured Parties) shall thereafter have no contribution obligations, or rights, pursuant to this Section 9.09, and at the time of any such release, if the released Subsidiary Guarantor had an Aggregate Excess Amount or an Aggregate Deficit Amount, same shall be deemed reduced to $0, and the contribution rights and obligations of the remaining Subsidiary Guarantors shall be recalculated on the respective date of releases (as otherwise provided above) based on the payments made hereunder by the remaining Subsidiary Guarantors.

Right of Contribution. Each Guarantor The Subsidiary Guarantors hereby agrees that to the extent that a agree as among themselves that, if any Subsidiary Guarantor shall have paid more than its proportionate share of any payment made hereunder (including by way of set-off rights being exercised against it)make an Excess Payment, such Guarantor shall be entitled to seek and receive have a right of contribution from each other Subsidiary Guarantor in an amount equal to such other Subsidiary Guarantor’s Contribution Share of such Excess Payment. The payment obligations of any Subsidiary Guarantor under this Section shall be subordinate and subject in right of payment to the Guarantied Obligations until such time as the Guarantied Obligations have been indefeasibly paid in full in cash and performed in full and the obligations of the Company and any Subsidiary Guarantors under the Notes and the Note Purchase Agreement have been satisfied, canceled, expired or terminated, and none of the Subsidiary Guarantors shall exercise any right or remedy under this Section against any other Subsidiary Guarantor hereunder who has not until such obligations have been indefeasibly paid its proportionate share and performed in full and the obligations under the Notes and the Note Purchase Agreement have been satisfied, canceled, expired or terminated. Subject to Section 10 of such payment as set forth in this Subsidiary Guaranty, this Section 3. To the extent shall not be deemed to affect any right of subrogation, indemnity, reimbursement or contribution that any Subsidiary Guarantor shall be required hereunder to pay may have under Applicable Law against the Company or any portion other Subsidiary Guarantor in respect of any Guaranteed Obligation guaranteed hereunder exceeding the greater payment of (a) the amount of the value actually received by such Guarantor and its Subsidiaries from such Guaranteed Obligation and (b) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of such Guaranteed Obligation guaranteed hereunder (excluding the amount thereof repaid by the Issuer of such Guaranteed Obligation) in the same proportion as such Guarantor’s net worth on the date enforcement is sought hereunder bears to the aggregate net worth of all the Guarantors on such date, then such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, pro rata, based on the respective net worth of such other Guarantors on such date; provided that any Guarantor’s right of reimbursement shall be subject to the terms and conditions of Section 5 hereofGuarantied Obligations. For purposes of determining the net worth of any Guarantor in connection with Notwithstanding the foregoing, all Guarantees rights of contribution against any Subsidiary Guarantor shall terminate from and after such time, if ever, that such Subsidiary Guarantor other than pursuant to this Agreement will be deemed shall cease to be enforceable and payable after its obligations pursuant to this Agreement. The a Subsidiary Guarantor in accordance with the applicable provisions of this Section 3 shall in no respect limit the obligations and liabilities of any Guarantor to the Guaranteed Parties, and each Guarantor shall remain liable to the Guaranteed Parties for the full amount guaranteed by such Guarantor hereunderFinancing Agreements.

Right of Contribution. (a) Each Subsidiary Guarantor hereby agrees that to the extent that a Subsidiary Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Subsidiary Guarantor shall be entitled to seek and receive contribution from and against any other Subsidiary Guarantor hereunder which has not paid its proportionate share of such payment. Each Subsidiary Guarantor’s right of contribution shall be subject to the terms and conditions of Section 2.3. The provisions of this Section 2.2 shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Administrative Agent and the Secured Parties, and each Subsidiary Guarantor shall remain liable to the Administrative Agent and the Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder. (b) The Borrower and each Guarantor agrees that to the extent that the Borrower or any Guarantor shall have paid more than its proportionate share of any payment made hereunder (including by way in respect of set-off rights being exercised against it)any Guarantor Hedge Agreement Obligation or any Guarantor Cash Management Obligation of any other Guarantor, the Borrower or such Guarantor Guarantor, as the case may be, shall be entitled to seek and receive contribution from and against the Borrower and any other Guarantor hereunder who which has not paid its proportionate share of such payment as set forth in this Section 3. To the extent that any Guarantor shall be required hereunder to pay any portion of any Guaranteed Obligation guaranteed hereunder exceeding the greater of payment. (ac) the amount of the value actually received by such Guarantor The Borrower’s and its Subsidiaries from such Guaranteed Obligation and (b) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of such Guaranteed Obligation guaranteed hereunder (excluding the amount thereof repaid by the Issuer of such Guaranteed Obligation) in the same proportion as such Guarantor’s net worth on the date enforcement is sought hereunder bears to the aggregate net worth of all the Guarantors on such date, then such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, pro rata, based on the respective net worth of such other Guarantors on such date; provided that any each Guarantor’s right of reimbursement contribution under this Section 2.2 shall be subject to the terms and conditions of Section 5 hereof. For purposes of determining the net worth of any Guarantor in connection with the foregoing, all Guarantees of such Guarantor other than pursuant to this Agreement will be deemed to be enforceable and payable after its obligations pursuant to this Agreement2.3. The provisions of this Section 3 2.2 shall in no respect limit the obligations and liabilities of the Borrower or any Guarantor to the Guaranteed Administrative Agent and the Secured Parties, and the Borrower and each Guarantor shall remain liable to the Guaranteed Administrative Agent and the Secured Parties for the full amount guaranteed by the Borrower or such Guarantor hereunder.

Right of Contribution. Each Guarantor hereby agrees If any Obligor makes a payment in respect of the Secured Obligations that is less than its Payment Percentage (as calculated below) of the Secured Obligations, then, upon indefeasible payment in full in cash of the Secured Obligations, the Obligor making such proportionately smaller payment shall pay to the extent other Obligors that a Guarantor shall have paid more amount which is necessary such that the net payments made by all Obligors in respect of the Secured Obligations are shared among Obligors pro rata according to their respective Payment Percentages. If any Obligor receives any payment that is greater than its proportionate share Payment Percentage (as calculated below) of any the Secured Obligations, then the Obligor receiving such proportionately greater payment made hereunder (including shall pay to the other Obligors that amount which is necessary such that the payments received by way of set-off rights being exercised against it), such Guarantor all Obligors shall be entitled shared among all Obligors pro rata according to seek and receive contribution from and against any other Guarantor hereunder who has not paid its proportionate share of such payment as set forth in this Section 3their respective Payment Percentages. To the extent that any Guarantor Each Obligor's Payment Percentage shall be required hereunder to pay any portion of any Guaranteed Obligation guaranteed hereunder exceeding the greater of percentage calculated by dividing (a) the amount Net Worth of the value actually received such Obligor by such Guarantor and its Subsidiaries from such Guaranteed Obligation and (b) the amount such Guarantor would otherwise have paid if such Guarantor had paid sum of the aggregate amount Net Worth of such Guaranteed Obligation guaranteed hereunder (excluding all of the amount thereof repaid by the Issuer of such Guaranteed Obligation) in the same proportion Obligors, which Payment Percentage is subject to redetermination or adjustment as such Guarantor’s net worth on the date enforcement is sought hereunder bears hereinafter set forth. Notwithstanding anything to the aggregate net worth of all contrary contained herein, (i) the Guarantors on such dateshall have no contribution obligations under this Section 2 unless a Guarantor makes a payment in respect of the Secured Obligations, then such and (ii) the Net Worth of each Guarantor shall be reimbursed by such other Guarantors for included in the amount calculation of such excess, pro rata, based on the respective net worth of such other Guarantors on such date; provided that any Guarantor’s right of reimbursement shall be subject each Obligor's Payment Percentage only to the terms and conditions extent a Guarantor makes a payment in respect of Section 5 hereof. For purposes of determining the net worth of any Guarantor in connection with the foregoing, all Guarantees of such Guarantor other than pursuant to this Agreement will be deemed to be enforceable and payable after its obligations pursuant to this Agreement. The provisions of this Section 3 shall in no respect limit the obligations and liabilities of any Guarantor to the Guaranteed Parties, and each Guarantor shall remain liable to the Guaranteed Parties for the full amount guaranteed by such Guarantor hereunderSecured Obligations.

Right of Contribution. At any time a payment in respect of the Guaranteed Obligations is made under this Guarantee, the right of contribution of each Subsidiary Guarantor against each other Subsidiary Guarantor shall be determined as provided in the immediately following sentence, with the right of contribution of each Subsidiary Guarantor to be revised and restated as of each date on which a payment is made on the Guaranteed Obligations under this Guarantee. Each Subsidiary Guarantor hereby agrees that to the extent that a Subsidiary Guarantor shall have paid more than its proportionate share made payments in respect of any payment the Guaranteed Obligations that, in the aggregate, exceed such Subsidiary Guarantor’s Contribution Percentage (as defined below) of the aggregate payments made hereunder by all Subsidiary Guarantors (including by way of set-off rights being exercised against itsuch excess, the “Aggregate Excess Amount”), each such Subsidiary Guarantor shall be entitled to seek and receive contribution from and against any other Subsidiary Guarantor hereunder who which has not paid its proportionate share of such payment as set forth in this Section 3. To the extent that any Guarantor shall be required hereunder to pay any portion of any Guaranteed Obligation guaranteed hereunder exceeding the greater of (a) the amount Contribution Percentage of the value actually received aggregate payments made by such Guarantor and its Subsidiaries from such Guaranteed Obligation and all Subsidiary Guarantors (bthe “Aggregate Deficit Amount”) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of such Guaranteed Obligation guaranteed hereunder (excluding the amount thereof repaid by the Issuer of such Guaranteed Obligation) in the same proportion as such Guarantor’s net worth on the date enforcement of such payment, in an amount equal to (x) a fraction, the numerator of which is sought hereunder bears to the aggregate net worth of all the Guarantors on such date, then such Guarantor shall be reimbursed Aggregate Excess Amount paid by such other Guarantors for Subsidiary Guarantor and the amount denominator of such excesswhich is the Aggregate Excess Amount paid by all Subsidiary Guarantors, pro rata, based on multiplied by (y) the respective net worth of such other Guarantors on such date; provided that any Aggregate Deficit Amount. Each Subsidiary Guarantor’s right of reimbursement contribution shall be subject to the terms and conditions of Section 5 hereof. For purposes of determining the net worth of any Guarantor in connection with the foregoing, all Guarantees of such Guarantor other than pursuant to this Agreement will be deemed to be enforceable and payable after its obligations pursuant to this Agreement9.04. The provisions of this Section 3 9.09 shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Guaranteed Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Guaranteed Collateral Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder; provided, that no Subsidiary Guarantor may take any action to enforce such right until the Termination Date, it being expressly recognized and agreed by all parties hereto that any Subsidiary Guarantor’s right of contribution arising under this Section 9.09 against any other Subsidiary Guarantor shall be expressly junior and subordinate to such other Subsidiary Guarantor’s obligations and liabilities in respect of the Obligations and any other obligations owing under this Guarantee. As used in this Section 9.09: (i) each Subsidiary Guarantor’s “Contribution Percentage” shall mean the percentage obtained by dividing (x) Adjusted Net Worth (as defined below) of such Subsidiary Guarantor by (y) the aggregate Adjusted Net Worth of all Subsidiary Guarantors; (ii) the “Adjusted Net Worth” of each Subsidiary Guarantor shall mean the greater of (x) the Net Worth (as defined below) of such Subsidiary Guarantor and (y) zero; and (iii) the “Net Worth” of each Subsidiary Guarantor shall mean the amount by which the fair saleable value of such Subsidiary Guarantor’s assets on the date of any payment by such Subsidiary Guarantor exceeds its existing debts and other liabilities (including contingent liabilities, but without giving effect to any Guaranteed Obligations arising under this Guarantee) on such date. Notwithstanding anything to the contrary contained above, any Subsidiary Guarantor that is released from this Guarantee pursuant to Section 9.08 hereof shall thereafter have no contribution obligations, or rights, pursuant to this Section 9.09, and at the time of any such release, if the released Subsidiary Guarantor had an Aggregate Excess Amount or an Aggregate Deficit Amount, same shall be deemed reduced to $0, and the contribution rights and obligations of the remaining Subsidiary Guarantors shall be recalculated on the respective date of releases (as otherwise provided above) based on the payments made hereunder by the remaining Subsidiary Guarantors.

Right of Contribution. Each At any time a payment in respect of the Relevant Guaranteed Obligations is made under this Guaranty, the right of contribution of each Guarantor hereby agrees that against each other Guarantor shall be determined as provided in the immediately following sentence, with the right of contribution of each Guarantor to be revised and restated as of each date on which a payment (a “Relevant Payment”) is made on the extent Relevant Guaranteed Obligations under this Guaranty. At any time that a Relevant Payment is made by a Guarantor that results in the aggregate payments made by such Guarantor in respect of the Relevant Guaranteed Obligations to and including the date of the Relevant Payment exceeding such Guarantor’s Contribution Percentage of the aggregate payments made by all Guarantors in respect of the Relevant Guaranteed Obligations to and including the date of the Relevant Payment (such excess, the “Aggregate Excess Amount”), each such Guarantor shall have paid more than its proportionate share a right of any payment made hereunder (including by way of set-off rights being exercised contribution against it), such Guarantor shall be entitled to seek and receive contribution from and against any each other Guarantor hereunder who has not paid its proportionate share of such payment as set forth made payments in this Section 3. To the extent that any Guarantor shall be required hereunder to pay any portion of any Guaranteed Obligation guaranteed hereunder exceeding the greater of (a) the amount respect of the value actually received Relevant Guaranteed Obligations to and including the date of the Relevant Payment in an aggregate amount less than such other Guarantor’s Contribution Percentage of the aggregate payments made to and including the date of the Relevant Payment by such Guarantor and its Subsidiaries from such all Guarantors in respect of the Relevant Guaranteed Obligation and Obligations (b) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of such Guaranteed Obligation guaranteed hereunder deficit, the “Aggregate Deficit Amount”) in an amount equal to (excluding x) a fraction the amount thereof repaid by numerator of which is the Issuer Aggregate Excess Amount of such Guaranteed Obligation) in Guarantor and the same proportion as such Guarantor’s net worth on denominator of which is the date enforcement is sought hereunder bears to the aggregate net worth Aggregate Excess Amount of all Guarantors multiplied by (y) the Guarantors on such date, then such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, pro rata, based on the respective net worth Aggregate Deficit Amount of such other Guarantors on such dateGuarantor. A Guarantor’s right of contribution pursuant to the preceding sentences shall arise at the time of each computation, subject to adjustment to the time of each computation; provided that no Guarantor may take any action to enforce such right until the Relevant Guaranteed Obligations have been paid in full, it being expressly recognized and agreed by all parties hereto that any Guarantor’s right of reimbursement contribution arising pursuant to this Section 19 against any other Guarantor shall be subject expressly junior and subordinate to such other Guarantor’s obligations and liabilities in respect of the terms Relevant Guaranteed Obligations and conditions of any other obligations owing under this Guaranty. As used in this Section 5 hereof. For purposes of determining 19, (i) each Guarantor’s “Contribution Percentage” shall mean the net worth of any Guarantor in connection with percentage obtained by dividing (x) the foregoing, all Guarantees Adjusted Net Worth of such Guarantor by (y) the aggregate Adjusted Net Worth of all Guarantors; (ii) the “Adjusted Net Worth” of each Guarantor shall mean the greater of (x) the Net Worth of such Guarantor and (y) zero; and (iii) the “Net Worth” of each Guarantor shall mean the amount by which the fair saleable value of such Guarantor’s assets on the date of any Relevant Payment exceeds its existing debts and other than liabilities (including contingent liabilities, but without giving effect to any Relevant Guaranteed Obligations arising under this Guaranty) on such date. Notwithstanding anything to the contrary contained above, any Guarantor that is released from this Guaranty shall thereafter have no contribution obligations, or rights, pursuant to this Agreement will Section 19, and at the time of any such release, if the released Guarantor had an Aggregate Excess Amount or an Aggregate Deficit Amount, same shall be deemed reduced to $0, and the contribution rights and obligations of the remaining Guarantors shall be enforceable recalculated on the respective date of release (as otherwise provided above) based on the payments made hereunder by the remaining Guarantors. All parties hereto recognize and payable after its obligations agree that, except for any right of contribution arising pursuant to this Agreement. The provisions of this Section 3 shall in no respect limit the obligations and liabilities of any Guarantor to the Guaranteed Parties19, and each Guarantor who makes any payment in respect of the Relevant Guaranteed Obligations shall remain liable have no right of contribution or subrogation against any other Guarantor in respect of such payment until all of the Relevant Guaranteed Obligations have been paid in full. Each of the Guarantors recognizes and acknowledges that the rights to contribution arising hereunder shall constitute an asset in favor of the Guaranteed Parties for the full amount guaranteed by party entitled to such Guarantor hereundercontribution.

Right of Contribution. Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder (including by way of set-off rights being exercised against it), such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder who has not paid its proportionate share of such payment as set forth in this Section 3. a) To the extent that any Guarantor shall be required hereunder to pay any a portion of any the Guaranteed Obligation guaranteed hereunder exceeding Obligations that shall exceed the greater of (ai) the amount of the value economic benefit actually received by such Guarantor and its Subsidiaries from such Guaranteed Obligation the Term Facility and (bii) the amount that such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of such the Guaranteed Obligation guaranteed hereunder Obligations (excluding the any amount thereof repaid by the Issuer of such Guaranteed ObligationBorrower or any other Guarantor) in the same proportion as such Guarantor’s net worth on at the date enforcement hereunder is sought hereunder bears to the aggregate net worth of all the Guarantors on such dateat the date enforcement hereunder is sought, then then, such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, pro rata, based on the respective net worth worths of such other Guarantors on such date; provided that any Guarantor’s right of reimbursement shall be subject to at the terms and conditions of Section 5 hereofdate enforcement hereunder is sought. For purposes of determining the net worth of any Guarantor in connection with the foregoing, all Guarantees guarantees of such Guarantor other than pursuant to this Agreement the Guaranty and any other guarantee of the Guaranteed Obligations will be deemed to be enforceable and payable after its obligations pursuant the Guaranty and any other guarantee of the Guaranteed Obligations. (b) Each Guarantor’s right of contribution under this Section 13 shall be subject to this Agreementthe terms and conditions of Section 4. The provisions of this Section 3 13 shall in no respect limit the obligations and liabilities of any Guarantor to the Guaranteed PartiesLender, and each Guarantor shall remain liable to the Guaranteed Parties Lender for the full amount guaranteed by such Guarantor hereunder. Each Guarantor agrees to contribute, to the maximum extent permitted by applicable law, such amounts to each other Guarantor so as to maximize the aggregate amount paid to the Lender under or in respect of the Loan Documents.

Right of Contribution. (a) Each Subsidiary Guarantor hereby agrees that to the extent that a Subsidiary Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Subsidiary Guarantor shall be entitled to seek and receive contribution from and against any other Subsidiary Guarantor hereunder which has not paid its proportionate share of such payment. Each Subsidiary Guarantor's right of contribution shall be subject to the terms and conditions of Section 2.3. The provisions of this Section 2.2 shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Administrative Agent and the Secured Parties, and each Subsidiary Guarantor shall remain liable to the Administrative Agent and the Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder. (b) The Borrower and each Guarantor agrees that to the extent that the Borrower or any Guarantor shall have paid more than its proportionate share of any payment made hereunder (including by way in respect of set-off rights being exercised against it)any Guarantor Hedge Agreement Obligation of any other Guarantor, the Borrower or such Guarantor Guarantor, as the case may be, shall be entitled to seek and receive contribution from and against the Borrower and any other Guarantor hereunder who which has not paid its proportionate share of such payment as set forth in payment. (c) The Borrower's and each Guarantor's right of contribution under this Section 3. To the extent that any Guarantor shall be required hereunder to pay any portion of any Guaranteed Obligation guaranteed hereunder exceeding the greater of (a) the amount of the value actually received by such Guarantor and its Subsidiaries from such Guaranteed Obligation and (b) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of such Guaranteed Obligation guaranteed hereunder (excluding the amount thereof repaid by the Issuer of such Guaranteed Obligation) in the same proportion as such Guarantor’s net worth on the date enforcement is sought hereunder bears to the aggregate net worth of all the Guarantors on such date, then such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, pro rata, based on the respective net worth of such other Guarantors on such date; provided that any Guarantor’s right of reimbursement 2.2 shall be subject to the terms and conditions of Section 5 hereof. For purposes of determining the net worth of any Guarantor in connection with the foregoing, all Guarantees of such Guarantor other than pursuant to this Agreement will be deemed to be enforceable and payable after its obligations pursuant to this Agreement2.3. The provisions of this Section 3 2.2 shall in no respect limit the obligations and liabilities of the Borrower or any Guarantor to the Guaranteed Administrative Agent and the Secured Parties, and the Borrower and each Guarantor shall remain liable to the Guaranteed Administrative Agent and the Secured Parties for the full amount guaranteed by the Borrower or such Guarantor hereunder.

Right of Contribution. At any time a payment in respect of the Guaranteed Obligations is made under this Guarantee, the right of contribution of each Subsidiary Guarantor against each other Subsidiary Guarantor shall be determined as provided in the immediately following sentence, with the right of contribution of each Subsidiary Guarantor to be revised and restated as of each date on which a payment (a “Relevant Payment”) is made on the Guaranteed Obligations under this Guarantee. Each Subsidiary Guarantor hereby agrees that to the extent that a Subsidiary Guarantor shall have paid more than its proportionate share made payments in respect of any payment the Guaranteed Obligations that, in the aggregate, exceed such Subsidiary Guarantor’s Contribution Percentage (as defined below) of the aggregate payments made hereunder by all Subsidiary Guarantors (including by way of set-off rights being exercised against itsuch excess, the “Aggregate Excess Amount”), each such Subsidiary Guarantor shall be entitled to seek and receive contribution from and against any other Subsidiary Guarantor hereunder who which has not paid its proportionate share of such payment as set forth in this Section 3. To the extent that any Guarantor shall be required hereunder to pay any portion of any Guaranteed Obligation guaranteed hereunder exceeding the greater of (a) the amount Contribution Percentage of the value actually received aggregate payments made by such Guarantor and its Subsidiaries from such Guaranteed Obligation and all Subsidiary Guarantors (bthe “Aggregate Deficit Amount”) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of such Guaranteed Obligation guaranteed hereunder (excluding the amount thereof repaid by the Issuer of such Guaranteed Obligation) in the same proportion as such Guarantor’s net worth on the date enforcement of such payment, in an amount equal to (x) a fraction, the numerator of which is sought hereunder bears to the aggregate net worth of all the Guarantors on such date, then such Guarantor shall be reimbursed Aggregate Excess Amount paid by such other Guarantors for Subsidiary Guarantor and the amount denominator of such excesswhich is the Aggregate Excess Amount paid by all Subsidiary Guarantors, pro rata, based on multiplied by (y) the respective net worth of such other Guarantors on such date; provided that any Aggregate Deficit Amount. Each Subsidiary Guarantor’s right of reimbursement contribution shall be subject to the terms and conditions of Section 5 hereof. For purposes of determining the net worth of any Guarantor in connection with the foregoing, all Guarantees of such Guarantor other than pursuant to this Agreement will be deemed to be enforceable and payable after its obligations pursuant to this Agreement9.04. The provisions of this Section 3 9.09 shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Guaranteed Administrative Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Guaranteed Administrative Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder; provided that no Subsidiary Guarantor may take any action to enforce such right until the Guaranteed Obligations have been irrevocably paid in full and all Revolver Commitments have been terminated, it being expressly recognized and agreed by all parties hereto that any Subsidiary Guarantor’s right of contribution arising under this Section 9.09 against any other Subsidiary Guarantor shall be expressly junior and subordinate to such other Subsidiary Guarantor’s obligations and liabilities in respect of the Obligations and any other obligations owing under this Guarantee. As used in this Section 9.09: (i)each Subsidiary Guarantor’s “Contribution Percentage” shall mean the percentage obtained by dividing (x) Adjusted Net Worth (as defined below) of such Subsidiary Guarantor by (y) the aggregate Adjusted Net Worth of all Subsidiary Guarantors; (ii) the “Adjusted Net Worth” of each Subsidiary Guarantor shall mean the greater of (x) the Net Worth (as defined below) of such Subsidiary Guarantor and (y) zero; and (iii) the “Net Worth” of each Subsidiary Guarantor shall mean the amount by which the fair saleable value of such Subsidiary Guarantor’s assets on the date of any payment by such Subsidiary Guarantor exceeds its existing debts and other liabilities (including contingent liabilities, but without giving effect to any Guaranteed Obligations arising under this Guarantee) on such date. Notwithstanding anything to the contrary contained above, any Subsidiary Guarantor that is released from this Guarantee pursuant to Section 9.08 hereof (or otherwise in connection with an exercise of remedies by, or at the direction of, the relevant Secured Parties) shall thereafter have no contribution obligations, or rights, pursuant to this Section 9.09, and at the time of any such release, if the released Subsidiary Guarantor had an Aggregate Excess Amount or an Aggregate Deficit Amount, same shall be deemed reduced to $0, and the contribution rights and obligations of the remaining Subsidiary Guarantors shall be recalculated on the respective date of releases (as otherwise provided above) based on the payments made hereunder by the remaining Subsidiary Guarantors.

Right of Contribution. At any time a payment in respect of the Guaranteed Obligations is made under this Guarantee, the right of contribution of each Subsidiary Guarantor against each other Subsidiary Guarantor shall be determined as provided in the immediately following sentence, with the right of contribution of each Subsidiary Guarantor to be revised and restated as of each date on which a payment is made on the Guaranteed Obligations under this Guarantee. Each Subsidiary Guarantor hereby agrees that to the extent that a Subsidiary Guarantor shall have paid more than its proportionate share made payments in respect of any payment the Guaranteed Obligations that, in the aggregate, exceed such Subsidiary Guarantor’s Contribution Percentage (as defined below) of the aggregate payments made hereunder by all Subsidiary Guarantors (including by way of set-off rights being exercised against itsuch excess, the “Aggregate Excess Amount”), each such Subsidiary Guarantor shall be entitled to seek and receive contribution from and against any other Subsidiary Guarantor hereunder who which has not paid its proportionate share of such payment as set forth in this Section 3. To the extent that any Guarantor shall be required hereunder to pay any portion of any Guaranteed Obligation guaranteed hereunder exceeding the greater of (a) the amount Contribution Percentage of the value actually received aggregate payments made by such Guarantor and its Subsidiaries from such Guaranteed Obligation and all Subsidiary Guarantors (bthe “Aggregate Deficit Amount”) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of such Guaranteed Obligation guaranteed hereunder (excluding the amount thereof repaid by the Issuer of such Guaranteed Obligation) in the same proportion as such Guarantor’s net worth on the date enforcement of such payment, in an amount equal to (x) a fraction, the numerator of which is sought hereunder bears to the aggregate net worth of all the Guarantors on such date, then such Guarantor shall be reimbursed Aggregate Excess Amount paid by such other Guarantors for Subsidiary Guarantor and the amount denominator of such excesswhich is the Aggregate Excess Amount paid by all Subsidiary Guarantors, pro rata, based on multiplied by (y) the respective net worth of such other Guarantors on such date; provided that any Aggregate Deficit Amount. Each Subsidiary Guarantor’s right of reimbursement contribution shall be subject to the terms and conditions of Section 5 hereof. For purposes of determining the net worth of any Guarantor in connection with the foregoing, all Guarantees of such Guarantor other than pursuant to this Agreement will be deemed to be enforceable and payable after its obligations pursuant to this Agreement. The provisions of this Section 3 shall in no respect limit the obligations and liabilities of any Guarantor to the Guaranteed Parties, and each Guarantor shall remain liable to the Guaranteed Parties for the full amount guaranteed by such Guarantor hereunder.and

Right of Contribution. Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of If any payment is made hereunder under this Note by a Borrower, including pursuant to a collection under Section 9: (including by way of set-off rights being exercised against ita) Subject to Section 5.5(c), such Guarantor Borrower shall be entitled to seek contribution in respect of such payment and receive shall be entitled to demand and enforce contribution in respect of such payment from and against any each other Guarantor hereunder who Borrower which has not paid its proportionate fair share of such payment payment, as set forth in this Section 3. To the extent necessary to ensure that (after giving effect to any Guarantor shall be required hereunder to pay any portion enforcement of any Guaranteed Obligation guaranteed hereunder exceeding the greater reimbursement rights provided hereby) each Borrower pays its fair share of (a) the amount of the value actually received by such Guarantor and its Subsidiaries from such Guaranteed Obligation and payment. (b) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of such Guaranteed Obligation guaranteed hereunder (excluding the amount thereof repaid by the Issuer of such Guaranteed Obligation) in the same proportion as such Guarantor’s net worth on the date enforcement is sought hereunder bears to the aggregate net worth of all the Guarantors on such date, then such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, pro rata, based on the respective net worth of such other Guarantors on such date; provided that If and whenever any Guarantor’s right of reimbursement or contribution becomes enforceable by any Borrower against the other Borrowers, such Borrower shall be entitled, subject to and upon (but not before) the terms indefeasible payment in full to the Lender by of all of the outstanding obligations of the Borrowers under this Note, to be subrogated to the security interest that may then be held by the Lender upon the Collateral securing or purporting to secure the Note. If subrogation is demanded by any Borrower, then, after discharge of the Note following payment in full to the Lender by of all of the outstanding obligations of the Borrowers under this Note, the Lender shall deliver to the Borrower making such demand (at the cost of such Borrower) an instrument satisfactory to the Lender transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Lender then may hold in the Collateral securing the Note. (c) All rights and conditions claims arising under this Section 5.5 shall be fully subordinated to the rights of Section 5 hereofthe Lender under this Note prior to the indefeasible payment in full to Lender of the principal amount of, and interest on, the Note and the payment in full of all other outstanding obligations of the Borrowers under this Note. For purposes of determining the net worth Prior to such payment, no Borrower may demand, enforce or receive any collateral security, payment or distribution whatsoever on account of any Guarantor in connection with the foregoing, all Guarantees of such Guarantor other than pursuant to this Agreement will be deemed to be enforceable and payable after its obligations pursuant to this Agreement. The provisions of this Section 3 shall in no respect limit the obligations and liabilities of any Guarantor to the Guaranteed Parties, and each Guarantor shall remain liable to the Guaranteed Parties for the full amount guaranteed by such Guarantor hereunderright or claim.

Right of Contribution. Each Guarantor hereby agrees that On any date a payment in respect of the Obligations is made, the right of contribution, if any, of each Obligor against each Contributor shall be determined as provided in the immediately succeeding sentence, with the right of contribution of each Obligor to the extent be revised and restated as of each such date. At any time that a Guarantor payment (a "Relevant Payment") is made by an Obligor in respect of the Obligations and results in the aggregate payments made by such Obligor in respect of the Obligations to and including the date of such Relevant Payment exceeding such Obligor's Contribution Percentage of the aggregate payments made by all Obligors in respect of the Obligations to and including such date (such excess, the "Aggregate Excess Amount"), each such Obligor shall have paid more than its proportionate share a right of any payment made hereunder (including by way of set-off rights being exercised contribution against it), such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder each Contributor who has not paid its proportionate share of such payment as set forth made payments in this Section 3. To the extent that any Guarantor shall be required hereunder to pay any portion of any Guaranteed Obligation guaranteed hereunder exceeding the greater of (a) the amount respect of the value actually received Obligations to and including such date in an aggregate amount less than such Contributor's Contribution Percentage of the aggregate payments made to and including such date by such Guarantor and its Subsidiaries from such Guaranteed Obligation and all Obligors in respect of the Obligations (b) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of such Guaranteed Obligation guaranteed hereunder deficit, the "Aggregate Deficit Amount") in an amount equal to (excluding x) a fraction the amount thereof repaid by numerator of which is the Issuer Aggregate Excess Amount of such Guaranteed Obligation) in Obligor and the same proportion as such Guarantor’s net worth on denominator of which is the date enforcement is sought hereunder bears to sum of the aggregate net worth Aggregate Excess Amounts of all Obligors multiplied by (y) the Guarantors on such date, then such Guarantor shall be reimbursed by such other Guarantors for the amount Aggregate Deficit Amount of such excess, pro rata, based on the respective net worth of such other Guarantors on such date; provided that any Guarantor’s Contributor. An Obligor's right of reimbursement shall be subject to the terms and conditions of Section 5 hereof. For purposes of determining the net worth of any Guarantor in connection with the foregoingcontribution, all Guarantees of such Guarantor other than if any, pursuant to this Agreement will Section 1 shall arise at the time of each computation, subject to adjustment at the time of subsequent computations, provided that (i) such Obligor may not take any action to enforce such right until the Obligations have been paid in full, it being expressly recognized and agreed by all Obligors that any Obligor's right of contribution arising pursuant hereto against any Contributor shall be deemed expressly junior and subordinate to be enforceable and payable after its obligations pursuant to this Agreement. The provisions of this Section 3 shall in no respect limit the such Contributor's obligations and liabilities in respect of any Guarantor the Obligations and (ii) each Obligor's right of contribution shall be secured on the same basis as the Obligations are secured. As used in this Agreement, (i) the "Contribution Percentage" of each Obligor shall mean the percentage obtained by dividing (x) the Benefit Amount of such Obligor by (y) the aggregate Benefit Amount of all Obligors and (ii) the "Benefit Amount" of each Obligor shall mean the net value of the benefits to such Obligor and all of its Subsidiaries from the Guaranteed Parties, and each Guarantor shall remain liable to Loan made under the Guaranteed Parties for the full amount guaranteed by such Guarantor hereunderLoan Agreement.

Right of Contribution. Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder (including by way of set-off rights being exercised against it), such Guarantor shall be entitled entitled, subject to and upon payment in full of the Obligations under the Credit Documents, to seek and receive contribution from and against any other Guarantor hereunder who has not paid its proportionate share of such payment as set forth in this Section 3payment. To the extent that any Guarantor shall be required hereunder to pay any portion of any Guaranteed Obligation guaranteed hereunder exceeding the greater of (a) the amount of the value actually received by such Guarantor and its Subsidiaries from such Guaranteed Obligation and (b) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of such Guaranteed Obligation guaranteed hereunder (excluding the amount thereof repaid by the Issuer of such Guaranteed Obligation) in the same proportion as such Guarantor’s net worth on the date enforcement is sought hereunder bears to the aggregate net worth of all the Guarantors on such date, then such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, pro rata, based on the respective net worth of such other Guarantors on such date; provided that any Each Guarantor’s right of reimbursement contribution shall be subject to the terms and conditions of Section 5 hereof. For purposes of determining the net worth of any Guarantor in connection with the foregoing, all Guarantees of such Guarantor other than pursuant to this Agreement will be deemed to be enforceable and payable after its obligations pursuant to this Agreement. The provisions of this Section 3 shall in no respect limit the obligations and liabilities of any Guarantor to the Guaranteed Collateral Agent and the other Secured Parties, and each Guarantor shall remain liable to the Guaranteed Collateral Agent and the other Secured Parties for the full amount guaranteed by such Guarantor hereunder. The obligations of the Guarantors under the Credit Documents, including their liability for the Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectibility or sufficiency of any right of reimbursement or contribution arising under this Section 3. The invalidity, insufficiency, unenforceability or uncollectibility of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Secured Party against any Guarantor or its property. The Secured Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right. Each Guarantor reserves any and all other rights of reimbursement or contribution at any time available to it as against any other Guarantor, but (i) the exercise and enforcement of any such rights shall be subject to the terms and conditions of Section 5 hereof, and (ii) neither the Collateral Agent nor any other Secured Party shall ever have any duty or liability whatsoever in respect of any such right.

Right of Contribution. Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder (including by way of set-off rights being exercised against it)hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder who which has not paid its proportionate share of such payment as set forth in this Section 3payment. To the extent that any Guarantor shall be required hereunder to pay any portion of any Guaranteed Obligation guaranteed hereunder exceeding the greater of (a) the amount of the value actually received by such Guarantor and its Subsidiaries from such Guaranteed Obligation and (b) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of such Guaranteed Obligation guaranteed hereunder (excluding the amount thereof repaid by the Issuer of such Guaranteed Obligation) in the same proportion as such Each Guarantor’s net worth on the date enforcement is sought hereunder bears to the aggregate net worth of all the Guarantors on such date, then such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, pro rata, based on the respective net worth of such other Guarantors on such date; provided that any Guarantor’s 's right of reimbursement contribution shall be subject to the terms and conditions of Section 5 hereof. For purposes of determining the net worth of any Guarantor in connection with the foregoing, all Guarantees of such Guarantor other than pursuant to this Agreement will be deemed to be enforceable and payable after its obligations pursuant to this Agreement2.3. The provisions of this Section 3 2.2 shall in no respect limit the obligations and liabilities of any Guarantor to the Guaranteed PartiesAdministrative Agent and the Lenders, and each Guarantor shall remain liable to the Guaranteed Parties Administrative Agent and the Lenders for the full amount guaranteed by such Guarantor hereunder. No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until the Termination Date. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time prior to the Termination Date, such amount shall be held by such Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in accordance with the Credit Agreement and the other relevant documents governing the Obligations, on a ratable basis as reasonably determined by the Administrative Agent.

Right of Contribution. Each At any time a payment in respect of the Guaranteed Obligations is made under this Guarantee, the right of contribution of each Guarantor hereby agrees that against each other Guarantor shall be determined as provided in the immediately following sentence, with the right of contribution of each Guarantor to be revised and restated as of each date on which a payment (a “Relevant Payment”) is made on the extent Guaranteed Obligations under this Guarantee. At any time that a Relevant Payment is made by a Guarantor that results in the aggregate payments made by such Guarantor in respect of the Guaranteed Obligations to and including the date of the Relevant Payment exceeding such Guarantor’s Contribution Percentage (as defined below) of the aggregate payments made by all Guarantors in respect of the Guaranteed Obligations to and including the date of the Relevant Payment (such excess, the “Aggregate Excess Amount”), each such Guarantor shall have paid more than its proportionate share a right of any payment made hereunder (including by way of set-off rights being exercised contribution against it), such Guarantor shall be entitled to seek and receive contribution from and against any each other Guarantor hereunder who has not paid its proportionate share of such payment as set forth made payments in this Section 3. To the extent that any Guarantor shall be required hereunder to pay any portion of any Guaranteed Obligation guaranteed hereunder exceeding the greater of (a) the amount respect of the value actually received Guaranteed Obligations to and including the date of the Relevant Payment in an aggregate amount less than such other Guarantor’s Contribution Percentage of the aggregate payments made to and including the date of the Relevant Payment by such Guarantor and its Subsidiaries from such all Guarantors in respect of the Guaranteed Obligation and Obligations (b) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of such Guaranteed Obligation guaranteed hereunder deficit, the “Aggregate Deficit Amount”) in an amount equal to (excluding x) a fraction the amount thereof repaid by numerator of which is the Issuer Aggregate Excess Amount of such Guaranteed Obligation) in Guarantor and the same proportion as such Guarantor’s net worth on denominator of which is the date enforcement is sought hereunder bears to the aggregate net worth Aggregate Excess Amount of all Guarantors multiplied by (y) the Guarantors on such date, then such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, pro rata, based on the respective net worth Aggregate Deficit Amount of such other Guarantors on such dateGuarantor. A Guarantor’s right of contribution pursuant to the preceding sentences shall arise at the time of each computation, subject to adjustment to the time of each computation; provided that no Guarantor may take any action to enforce such right until the Guaranteed Obligations have been paid in full in cash, it being expressly recognized and agreed by all parties hereto that any Guarantor’s right of reimbursement shall be subject to the terms and conditions of Section 5 hereof. For purposes of determining the net worth of any Guarantor in connection with the foregoing, all Guarantees of such Guarantor other than pursuant to this Agreement will be deemed to be enforceable and payable after its obligations pursuant to this Agreement. The provisions of this Section 3 shall in no respect limit the obligations and liabilities of any Guarantor to the Guaranteed Parties, and each Guarantor shall remain liable to the Guaranteed Parties for the full amount guaranteed by such Guarantor hereunder.contribution

Right of Contribution. Each Guarantor hereby agrees If any Obligor makes a payment in respect of the Secured Obligations that is less than its Payment Percentage (as calculated below) of the Secured Obligations, then, upon payment in full in cash of the Secured Obligations after the termination of the Revolving Credit Commitments, the Obligor making such proportionately smaller payment shall pay to the extent other Obligors that a Guarantor shall have paid more amount which is necessary such that the net payments made by all Obligors in respect of the Secured Obligations are shared among the Obligors pro rata according to their respective Payment Percentages. If any Obligor receives any payment that is greater than its proportionate share Payment Percentage (as calculated below) of any the Secured Obligations, then the Obligor receiving such proportionately greater payment made hereunder (including shall pay to the other Obligors that amount which is necessary such that the payments received by way of set-off rights being exercised against it), such Guarantor all Obligors shall be entitled shared among all Obligors pro rata according to seek and receive contribution from and against any other Guarantor hereunder who has not paid its proportionate share of such payment as set forth in this Section 3their respective Payment Percentages. To the extent that any Guarantor Each Obligor’s Payment Percentage shall be required hereunder to pay any portion of any Guaranteed Obligation guaranteed hereunder exceeding the greater of percentage calculated by dividing (a) the amount Net Worth of the value actually received such Obligor by such Guarantor and its Subsidiaries from such Guaranteed Obligation and (b) the amount such Guarantor would otherwise have paid if such Guarantor had paid sum of the aggregate amount Net Worth of such Guaranteed Obligation guaranteed hereunder (excluding all of the amount thereof repaid by the Issuer of such Guaranteed Obligation) in the same proportion Obligors, which Payment Percentage is subject to redetermination or adjustment as such Guarantor’s net worth on the date enforcement is sought hereunder bears hereinafter set forth. Notwithstanding anything to the aggregate net worth of all contrary contained herein, (i) the Guarantors on such dateshall have no contribution obligations under this Section 2 unless a Guarantor makes a payment in respect of the Secured Obligations, then such and (ii) the Net Worth of each Guarantor shall be reimbursed by such other Guarantors for included in the amount calculation of such excess, pro rata, based on the respective net worth of such other Guarantors on such date; provided that any Guarantoreach Obligor’s right of reimbursement shall be subject Payment Percentage only to the terms and conditions extent any Guarantor makes a payment in respect of Section 5 hereofthe Secured Obligations. For purposes of determining the net worth calculation (and any recalculation) of any Guarantor in connection with particular Obligor’s Payment Percentage, such Obligor’s “Net Worth” shall mean the foregoingamount, all Guarantees calculated as of the date such Guarantor other than pursuant to this Agreement will be deemed to be enforceable and payable after its obligations pursuant Obligor became a signatory to this Agreement, by which the sum of all of such Obligor’s assets is greater than the sum of all of such Obligor’s debts, at fair valuations, and after giving effect to the inclusion and exclusion of the matters included and excluded in determining whether a debtor is insolvent according to §548 of Title 11 of the Bankruptcy Code; provided, however, that for the purpose of determining the “Net Worth” of any Obligor, no value shall be given to such Obligor’s equity interest in any other Obligor. The This Section 2 shall constitute a continuing offer to all persons who, in reliance upon such provisions, become holders of, or continue to hold, any of the Secured Obligations, and such provisions are made for the benefit of the holders of any of the Secured Obligations, and such holders are made obligees hereunder and any of them may enforce the provisions of this Section 3 shall in no respect limit the obligations and liabilities of any Guarantor to the Guaranteed Parties, and each Guarantor shall remain liable to the Guaranteed Parties for the full amount guaranteed by such Guarantor hereunder2.

Right of Contribution. Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of If any payment is made hereunder under this Note by a Borrower, including pursuant to a collection under Section 9: (including by way of set-off rights being exercised against ita) Subject to Section 5.5(c), such Guarantor Borrower shall be entitled to seek contribution in respect of such payment and receive shall be entitled to demand and enforce contribution in respect of such payment from and against any each other Guarantor hereunder who Borrower which has not paid its proportionate fair share of such payment payment, as set forth in this Section 3. To the extent necessary to ensure that (after giving effect to any Guarantor shall be required hereunder to pay any portion enforcement of any Guaranteed Obligation guaranteed hereunder exceeding the greater reimbursement rights provided hereby) each Borrower pays its fair share of (a) the amount of the value actually received by such Guarantor and its Subsidiaries from such Guaranteed Obligation and payment. (b) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of such Guaranteed Obligation guaranteed hereunder (excluding the amount thereof repaid by the Issuer of such Guaranteed Obligation) in the same proportion as such Guarantor’s net worth on the date enforcement is sought hereunder bears to the aggregate net worth of all the Guarantors on such date, then such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, pro rata, based on the respective net worth of such other Guarantors on such date; provided that If and whenever any Guarantor’s right of reimbursement or contribution becomes enforceable by any Borrower against the other Borrowers, such Borrower shall be entitled, subject to and upon (but not before) the terms indefeasible payment in full to the Lenders by of all of the outstanding obligations of the Borrowers under this Note, to be subrogated to the security interest that may then be held by the Lenders upon the Collateral securing or purporting to secure the Note. If subrogation is demanded by any Borrower, then, after discharge of the Note following payment in full to the Lenders by of all of the outstanding obligations of the Borrowers under this Note, the Lenders shall deliver to the Borrower making such demand (at the cost of such Borrower) an instrument satisfactory to the Lenders transferring, on a quitclaim basis without any recourse, representation, US-DOCS\102527621.16 warranty or any other obligation whatsoever, whatever security interest the Lenders then may hold in the Collateral securing the Note. (c) All rights and conditions claims arising under this Section 5.5 shall be fully subordinated to the rights of Section 5 hereofthe Lenders under this Note prior to the indefeasible payment in full to Lenders of the principal amount of, and interest on, the Note and the payment in full of all other outstanding obligations of the Borrowers under this Note. For purposes of determining the net worth Prior to such payment, no Borrower may demand, enforce or receive any collateral security, payment or distribution whatsoever on account of any Guarantor in connection with the foregoing, all Guarantees of such Guarantor other than pursuant to this Agreement will be deemed to be enforceable and payable after its obligations pursuant to this Agreement. The provisions of this Section 3 shall in no respect limit the obligations and liabilities of any Guarantor to the Guaranteed Parties, and each Guarantor shall remain liable to the Guaranteed Parties for the full amount guaranteed by such Guarantor hereunderright or claim.

Right of Contribution. Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of If any payment is made hereunder under this Note by a Borrower, including pursuant to a collection under Section 9: (including by way of set-off rights being exercised against ita) Subject to Section 5.5(c), such Guarantor Borrower shall be entitled to seek contribution in respect of such payment and receive shall be entitled to demand and enforce contribution in respect of such payment from and against any each other Guarantor hereunder who Borrower which has not paid its proportionate fair share of such payment payment, as set forth in this Section 3. To the extent necessary to ensure that (after giving effect to any Guarantor shall be required hereunder to pay any portion enforcement of any Guaranteed Obligation guaranteed hereunder exceeding the greater reimbursement rights provided hereby) each Borrower pays its fair share of (a) the amount of the value actually received by such Guarantor and its Subsidiaries from such Guaranteed Obligation and payment. (b) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of such Guaranteed Obligation guaranteed hereunder (excluding the amount thereof repaid by the Issuer of such Guaranteed Obligation) in the same proportion as such Guarantor’s net worth on the date enforcement is sought hereunder bears to the aggregate net worth of all the Guarantors on such date, then such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, pro rata, based on the respective net worth of such other Guarantors on such date; provided that If and whenever any Guarantor’s right of reimbursement or contribution becomes enforceable by any Borrower against the other Borrowers, such Borrower shall be entitled, subject to and upon (but not before) the terms indefeasible payment in full to the Lenders by of all of the outstanding obligations of the Borrowers under this Note, to be subrogated to the security interest that may then be held by the Lenders upon the Collateral securing or purporting to secure the Note. If subrogation is demanded by any Borrower, then, after discharge of the Note following payment in full to the Lenders by of all of the outstanding obligations of the Borrowers under this Note, the Lenders shall deliver to the Borrower making such demand (at the cost of such Borrower) an instrument satisfactory to the Lenders transferring, on a quitclaim basis without any recourse, representation, warranty or any other obligation whatsoever, whatever security interest the Lenders then may hold in the Collateral securing the Note. (c) All rights and conditions claims arising under this Section 5.5 shall be fully subordinated to the rights of Section 5 hereofthe Lenders under this Note prior to the indefeasible payment in full to Lenders of the principal amount of, and interest on, the Note and the payment in full of all other outstanding obligations of the Borrowers under this Note. For purposes of determining the net worth Prior to such payment, no Borrower may demand, enforce or receive any collateral security, payment or distribution whatsoever on account of any Guarantor in connection with the foregoing, all Guarantees of such Guarantor other than pursuant to this Agreement will be deemed to be enforceable and payable after its obligations pursuant to this Agreement. The provisions of this Section 3 shall in no respect limit the obligations and liabilities of any Guarantor to the Guaranteed Parties, and each Guarantor shall remain liable to the Guaranteed Parties for the full amount guaranteed by such Guarantor hereunderright or claim.

Right of Contribution. Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder (including by way of set-off rights being exercised against it), such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder who has not paid its proportionate share of such payment as set forth in this Section 3. a) To the extent that any Guarantor shall be required hereunder to pay make a payment under this Guarantee (a “Guarantor Payment”) which, taking into account all other Guarantor Payments then previously or concurrently made by any portion of any Guaranteed Obligation guaranteed hereunder exceeding the greater of (a) other Guarantor, exceeds the amount of the value actually received which otherwise would have been paid by or attributable to such Guarantor and its Subsidiaries from such Guaranteed Obligation and (b) the amount such Guarantor would otherwise have paid if such each Guarantor had paid the aggregate amount of Guaranteed Obligations satisfied by such Guaranteed Obligation guaranteed hereunder (excluding the amount thereof repaid by the Issuer of such Guaranteed Obligation) Guarantor Payment in the same proportion as such Guarantor’s net worth on the date enforcement is sought hereunder bears “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate net worth Allocable Amounts of each of the Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of all the Guarantors on such dateGuaranteed Obligations and termination or expiry of all Commitments and financing arrangements, then such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by such by, each other Guarantors Guarantor for the amount of such excess, pro ratarata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, based on the respective net worth “Allocable Amount” of any Guarantor shall be equal to the excess of the fair value of the property of such Guarantor over the total liabilities of such Guarantor (including the maximum amount reasonably expected to become due in respect of contingent liabilities, calculated, without duplication, assuming each other Guarantor that is also liable for such contingent liability pays its ratable share thereof), giving effect to all payments made by other Guarantors on as of such date; provided date in a manner to maximize the amount of such contributions. (c) This Section 11.10 is intended only to define the relative rights of the Guarantors, and nothing set forth in this Section 11.10 is intended to or shall impair the obligations of the Guarantors, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Guaranty. (d) The parties hereto acknowledge that any the rights of contribution and indemnification hereunder shall constitute assets of the Guarantor or Guarantors to which such contribution and indemnification is owing. (e) Each Guarantor’s right of reimbursement contribution shall be subject to the terms and conditions of Section 5 hereof11.04. For purposes The rights of the indemnifying Guarantors against other Guarantors under this Section 11.10 shall be exercisable upon the full and indefeasible payment of the Guaranteed Obligations in cash and the termination or expiry of all Commitments. (f) In determining the net worth solvency of any Guarantor in connection with Guarantor, it is the foregoing, all Guarantees intention of the parties hereto that any rights of subrogation or contribution which such Guarantor may have under this Guaranty, any other than pursuant to this Agreement will agreement or applicable law shall be deemed to be enforceable and payable after its obligations pursuant to this Agreementtaken into account. The provisions of this This Section 3 shall in no respect 11.10 does not limit the obligations and liabilities of any Guarantor to the Guaranteed Parties, and each Guarantor shall remain liable to the Guaranteed Parties for the full amount guaranteed by such Guarantor hereunderGuarantors’ subrogation rights.

Right of Contribution. Each At any time a payment in respect of the Guaranteed Obligations is made under this Guaranty, the right of contribution of each Guarantor hereby agrees that against each other Guarantor shall be determined as provided in the immediately following sentence, with the right of contribution of each Guarantor to be revised and restated as of each date on which a payment (a “Relevant Payment”) is made on the extent Guaranteed Obligations under this Guaranty. At any time that a Relevant Payment is made by a Guarantor that results in the aggregate payments made by such Guarantor in respect of the Guaranteed Obligations to and including the date of the Relevant Payment exceeding such Guarantor’s Contribution Percentage (as defined below) of the aggregate payments made by all Guarantors in respect of the Guaranteed Obligations to and including the date of the Relevant Payment (such excess, the “Aggregate Excess Amount”), each such Guarantor shall have paid more than its proportionate share a right of any payment made hereunder (including by way of set-off rights being exercised contribution against it), such Guarantor shall be entitled to seek and receive contribution from and against any each other Guarantor hereunder who has not paid its proportionate share of such payment as set forth made payments in this Section 3. To the extent that any Guarantor shall be required hereunder to pay any portion of any Guaranteed Obligation guaranteed hereunder exceeding the greater of (a) the amount respect of the value actually received Guaranteed Obligations to and including the date of the Relevant Payment in an aggregate amount less than such other Guarantor’s Contribution Percentage of the aggregate payments made to and including the date of the Relevant Payment by such Guarantor and its Subsidiaries from such all Guarantors in respect of the Guaranteed Obligation and Obligations (b) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of such Guaranteed Obligation guaranteed hereunder deficit, the “Aggregate Deficit Amount”) in an amount equal to (excluding x) a fraction the amount thereof repaid by numerator of which is the Issuer Aggregate Excess Amount of such Guaranteed Obligation) in Guarantor and the same proportion as such Guarantor’s net worth on denominator of which is the date enforcement is sought hereunder bears to the aggregate net worth Aggregate Excess Amount of all Guarantors multiplied by (y) the Guarantors on such date, then such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, pro rata, based on the respective net worth Aggregate Deficit Amount of such other Guarantors on such dateGuarantor. A Guarantor’s right of contribution pursuant to the preceding sentences shall arise at the time of each computation, subject to adjustment to the time of each computation; provided that no Guarantor may take any action to enforce such right until the Guaranteed Obligations have been paid in full in cash, it being expressly recognized and agreed by all parties hereto that any Guarantor’s right of reimbursement contribution arising pursuant to this Section 5.10 against any other Guarantor shall be subject expressly junior and subordinate to such other Guarantor’s obligations and liabilities in respect of the terms Guaranteed Obligations and conditions of any other obligations under this Guaranty. As used in this Section 5 hereof. For purposes of determining 5.10: (i) each Guarantor’s “Contribution Percentage” shall mean the net worth of any Guarantor in connection with percentage obtained by dividing (x) the foregoing, all Guarantees Relevant Net Worth (as defined below) of such Guarantor by (y) the aggregate Relevant Net Worth of all Guarantors; (ii) the “Relevant Net Worth” of each Guarantor shall mean the greater of (x) the Net Worth (as defined below) of such Guarantor and (y) zero; and (iii) the “Net Worth” of each Guarantor shall mean the amount by which the fair saleable value of such Guarantor’s assets on the date of any Relevant Payment exceeds its existing debts and other than liabilities (including contingent liabilities, but without giving effect to any Guaranteed Obligations arising under this Guaranty) on such date. All parties hereto recognize and agree that, except for any right of contribution arising pursuant to this Agreement will be deemed Section 5.10, each Guarantor who makes any payment in respect of the Guaranteed Obligations shall have no right of contribution or subrogation against any other Guarantor in respect of such payment until all of the Guaranteed Obligations have been irrevocably paid in full in cash. Each Guarantor recognizes and acknowledges that the rights to be enforceable and payable after contribution arising hereunder shall constitute an asset in favor of the party entitled to such contribution. In this connection, each Guarantor has the right to waive its obligations pursuant to this Agreement. The provisions of this Section 3 shall in no respect limit the obligations and liabilities of contribution right against any Guarantor to the Guaranteed Parties, and each Guarantor shall remain liable extent that after giving effect to the Guaranteed Parties for the full amount guaranteed by such waiver such Guarantor hereunderwould remain Solvent, in the determination of the Lender.

Right of Contribution. Each At any time a payment in respect of the Guaranteed Obligations is made under this Guarantee, the right of contribution of each Guarantor hereby agrees that against each other Guarantor shall be determined as provided in the immediately following sentence, with the right of contribution of each Guarantor to be revised and restated as of each date on which a payment (a “Relevant Payment”) is made on the extent Guaranteed Obligations under this Guarantee. At any time that a Relevant Payment is made by a Guarantor that results in the aggregate payments made by such Guarantor in respect of the Guaranteed Obligations to and including the date of the Relevant Payment exceeding such Guarantor’s Contribution Percentage (as defined below) of the aggregate payments made by all Guarantors in respect of the Guaranteed Obligations to and including the date of the Relevant Payment (such excess, the “Aggregate Excess Amount”), each such Guarantor shall have paid more than its proportionate share a right of any payment made hereunder (including by way of set-off rights being exercised contribution against it), such Guarantor shall be entitled to seek and receive contribution from and against any each other Guarantor hereunder who has not paid its proportionate share of such payment as set forth made payments in this Section 3. To the extent that any Guarantor shall be required hereunder to pay any portion of any Guaranteed Obligation guaranteed hereunder exceeding the greater of (a) the amount respect of the value actually received Guaranteed Obligations to and including the date of the Relevant Payment in an aggregate amount less than such other Guarantor’s Contribution Percentage of the aggregate payments made to and including the date of the Relevant Payment by such Guarantor and its Subsidiaries from such all Guarantors in respect of the Guaranteed Obligation and Obligations (b) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of such Guaranteed Obligation guaranteed hereunder deficit, the “Aggregate Deficit Amount”) in an amount equal to (excluding x) a fraction the amount thereof repaid by numerator of which is the Issuer Aggregate Excess Amount of such Guaranteed Obligation) in Guarantor and the same proportion as such Guarantor’s net worth on denominator of which is the date enforcement is sought hereunder bears to the aggregate net worth Aggregate Excess Amount of all Guarantors multiplied by (y) the Guarantors on such date, then such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, pro rata, based on the respective net worth Aggregate Deficit Amount of such other Guarantors on such dateGuarantor. A Guarantor’s right of contribution pursuant to the preceding sentences shall arise at the time of each computation, subject to adjustment to the time of each computation; provided that no Guarantor may take any action to enforce such right until the Guaranteed Obligations have been paid in full in cash, it being expressly recognized and agreed by all parties hereto that any Guarantor’s right of reimbursement contribution arising pursuant to this Section 5.10 against any other Guarantor shall be subject expressly junior and subordinate to such other Guarantor’s obligations and liabilities in respect of the terms Guaranteed Obligations and conditions of any other obligations under this Guarantee. As used in this Section 5 hereof. For purposes of determining 5.10: (i) each Guarantor’s “Contribution Percentage” shall mean the net worth of any Guarantor in connection with percentage obtained by dividing (x) the foregoing, all Guarantees Relevant Net Worth (as defined below) of such Guarantor by (y) the aggregate Relevant Net Worth of all Guarantors; (ii) the “Relevant Net Worth” of each Guarantor shall mean the greater of (x) the Net Worth (as defined below) of such Guarantor and (y) zero; and (iii) the “Net Worth” of each Guarantor shall mean the amount by which the fair saleable value of such Guarantor’s assets on the date of any Relevant Payment exceeds its existing debts and other than liabilities (including contingent liabilities, but without giving effect to any Guaranteed Obligations arising under this Guarantee) on such date. All parties hereto recognize and agree that, except for any right of contribution arising pursuant to this Agreement will be deemed Section 5.10, each Guarantor who makes any payment in respect of the Guaranteed Obligations shall have no right of contribution or subrogation against any other Guarantor in respect of such payment until all of the Guaranteed Obligations have been irrevocably paid in full in cash. Each Guarantor recognizes and acknowledges that the rights to be enforceable and payable after contribution arising hereunder shall constitute an asset in favor of the party entitled to such contribution. In this connection, each Guarantor has the right to waive its obligations pursuant to this Agreement. The provisions of this Section 3 shall in no respect limit the obligations and liabilities of contribution right against any Guarantor to the Guaranteed Parties, and each Guarantor shall remain liable extent that after giving effect to the Guaranteed Parties for the full amount guaranteed by such waiver such Guarantor hereunderwould remain Solvent, in the determination of the Lender.

Right of Contribution. Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder (including by way of set-off rights being exercised against it)hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder who which has not paid its proportionate share of such payment as set forth in this Section 3. To the extent that any Guarantor shall be required hereunder to pay any portion of any Guaranteed Obligation guaranteed hereunder exceeding the greater of (a) the amount of the value actually received by such Guarantor and its Subsidiaries from such Guaranteed Obligation and (b) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of such Guaranteed Obligation guaranteed hereunder (excluding the amount thereof repaid by the Issuer of such Guaranteed Obligation) in the same proportion as such Each Guarantor’s net worth on the date enforcement is sought hereunder bears to the aggregate net worth of all the Guarantors on such date, then such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, pro rata, based on the respective net worth of such other Guarantors on such date; provided that any Guarantor’s 's right of reimbursement contribution shall be subject to the terms and conditions of Section 5 hereof6 . For purposes of determining the net worth of any Guarantor in connection with the foregoing, all Guarantees of such Guarantor other than pursuant to this Agreement will be deemed to be enforceable and payable after its obligations pursuant to this Agreement03 . The provisions of this Section 3 6 . 02 shall in no respect limit the obligations and liabilities of any Guarantor to the Guaranteed Secured Parties, and each Guarantor shall remain liable to the Guaranteed Secured Parties for the full amount guaranteed by such Guarantor hereunder.hereunder . Section 6 . 03 . No ubrogation . Notwithstanding any payment made by any Guarantor hereunder or any set - off or application of funds of any Guarantor by any Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of any Secured Party against Borrower or·any other Loan Party or any collateral security or guarantee or right of offset held by any Secured Party for the payment of the Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from Borrower or any other Loan Party in respect of payments made by such Guarantor under this guarantee, in each case, until after the Termination Date occurs . If any amount shall be paid to any Guarantor on account of such subrogation rights at any time on or prior to the Termination Date, such amount shall be held by such Guarantor for the benefit of the Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to Lender in the exact form received by such Guarantor (duly indorsed by such Guarantor to Lender, if required), to be applied against the Obligations, whether matured or unmatured, as Lender may determine in accordance with Section 4 . 02 (d) . Section 6 . 04 . Modification of the Guarantor Obli!rntions . Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation ofrights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Guarantor Obligations made by any Secured Party may be rescinded by such Secured Party and any of the Guarantor Obligations continued, and the Guarantor Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived,

Right of Contribution. Each The Subsidiary Guarantors hereby agree among themselves that, if any Subsidiary Guarantor hereby agrees that to the extent that a shall make an Excess Payment (as defined below), such Subsidiary Guarantor shall have paid more than its proportionate share a right of contribution from each other Subsidiary Guarantor in an amount equal to such other Subsidiary Guarantor's Contribution Share (as defined below) of such Excess Payment. The payment obligations of any payment made hereunder (including by way of set-off rights being exercised against it), such Subsidiary Guarantor under this Section 2.3(a) shall be entitled subordinate and subject in right of payment to seek the Guaranteed Obligations until such time as the Guaranteed Obligations (other than (i) any contingent indemnity obligations not yet due and receive contribution from (ii) the Specified Obligations) have been indefeasibly paid in full in cash and the Revolving Credit Commitment terminated, and none of the Subsidiary Guarantors shall exercise any right or remedy under this Section 2.3(a) against any other Subsidiary Guarantor hereunder who has until such Guaranteed Obligations (other than (i) any contingent indemnity obligations not paid its proportionate share of such payment as set forth in this Section 3. To the extent that any Guarantor shall be required hereunder to pay any portion of any Guaranteed Obligation guaranteed hereunder exceeding the greater of yet due and (aii) the amount of Specified Obligations) have been indefeasibly paid in full in cash and the value actually received by such Guarantor and its Subsidiaries from such Guaranteed Obligation and (b) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of such Guaranteed Obligation guaranteed hereunder (excluding the amount thereof repaid by the Issuer of such Guaranteed Obligation) in the same proportion as such Guarantor’s net worth on the date enforcement is sought hereunder bears to the aggregate net worth of all the Guarantors on such date, then such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, pro rata, based on the respective net worth of such other Guarantors on such date; provided that any Guarantor’s right of reimbursement shall be subject to the terms and conditions of Section 5 hereofRevolving Credit Commitment terminated. For purposes of determining this Section 2.3(a), (i) "Excess Payment" shall mean the net worth amount paid by any Subsidiary Guarantor in excess of its Ratable Share (as defined below) of any Guaranteed Obligations; (ii) "Ratable Share" shall mean, for any Subsidiary Guarantor in respect of any payment of Guaranteed Obligations, the ratio (expressed as a percentage) as of the date of such payment of Guaranteed Obligations of (A) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Subsidiary Guarantor (including probable contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Subsidiary Guarantor hereunder) to (B) the amount by which the aggregate present fair salable value of all assets and other properties of all of the Subsidiary Guarantors exceeds the amount of all of the debts and liabilities (including probable contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Subsidiary Guarantors hereunder) of all of the Subsidiary Guarantors; provided, however, that, for purposes of calculating the Ratable Shares of the Subsidiary Guarantors in respect of any payment of Guaranteed Obligations, any Subsidiary Guarantor that became a Subsidiary Guarantor subsequent to the date of any such payment shall be deemed to have been a Subsidiary Guarantor on the date of such payment and the financial information for such Subsidiary Guarantor as of the date such Subsidiary Guarantor became a Subsidiary Guarantor shall be utilized for such Subsidiary Guarantor in connection with such payment; and (iii) "Contribution Share" shall mean, for any Subsidiary Guarantor in respect of any Excess Payment made by any other Subsidiary Guarantor, the foregoing, all Guarantees ratio (expressed as a percentage) as of the date of such Excess Payment of (A) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Subsidiary Guarantor (including probable contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Subsidiary Guarantor hereunder) to (B) the amount by which the aggregate present fair salable value of all assets and other properties of all of the Subsidiary Guarantors other than pursuant the maker of such Excess Payment exceeds the amount of all of the debts and liabilities (including probable contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Subsidiary Guarantors) of all of the Subsidiary Guarantors other than the maker of such Excess Payment; provided, however, that, for purposes of calculating the Contribution Shares of the Subsidiary Guarantors in respect of any Excess Payment, any Subsidiary Guarantor that became a Subsidiary Guarantor subsequent to this Agreement will the date of any such Excess Payment shall be deemed to have been a Subsidiary Guarantor on the date of such Excess Payment and. the financial information for such Subsidiary Guarantor as of the date such Subsidiary Guarantor became a Subsidiary Guarantor shall be enforceable utilized for such Subsidiary Guarantor in connection with such Excess Payment. Each of the Subsidiary Guarantors recognizes and payable after its obligations pursuant acknowledges that the rights to this Agreementcontribution arising hereunder shall constitute an asset in favor of the party entitled to such contribution. The provisions This Section 2.3 shall not be deemed to affect any right of this Section 3 shall subrogation, indemnity, reimbursement or contribution that any Subsidiary Guarantor may have under Applicable Law against the Borrower in no respect limit the obligations and liabilities of any Guarantor to the payment of Guaranteed Parties, and each Guarantor shall remain liable to the Guaranteed Parties for the full amount guaranteed by such Guarantor hereunderObligations.

Right of Contribution. Each At any time a payment in respect of the Relevant Guaranteed Obligations is made under this Guaranty, the right of contribution of each Guarantor hereby agrees that against each other Guarantor shall be determined as provided in the immediately following sentence, with the right of contribution of each Guarantor to be revised and restated as of each date on which a payment (a “Relevant Payment”) is made on the extent Relevant Guaranteed Obligations under this Guaranty. At any time that a Relevant Payment is made by a Guarantor that results in the aggregate payments made by such Guarantor in respect of the Relevant Guaranteed Obligations to and including the date of the Relevant Payment exceeding such Guarantor’s Contribution Percentage (as defined below) of the aggregate payments made by all Guarantors in respect of the Relevant Guaranteed Obligations to and including the date of the Relevant Payment (such excess, the “Aggregate Excess Amount”), each such Guarantor shall have paid more than its proportionate share a right of any payment made hereunder (including by way of set-off rights being exercised contribution against it), such Guarantor shall be entitled to seek and receive contribution from and against any each other Guarantor hereunder who has not paid its proportionate share of such payment as set forth made payments in this Section 3. To the extent that any Guarantor shall be required hereunder to pay any portion of any Guaranteed Obligation guaranteed hereunder exceeding the greater of (a) the amount respect of the value actually received Relevant Guaranteed Obligations to and including the date of the Relevant Payment in an aggregate amount less than such other Guarantor’s Contribution Percentage of the aggregate payments made to and including the date of the Relevant Payment by such Guarantor and its Subsidiaries from such all Guarantors in respect of the Relevant Guaranteed Obligation and Obligations (b) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of such Guaranteed Obligation guaranteed hereunder deficit, the “Aggregate Deficit Amount”) in an amount equal to (excluding x) a fraction the amount thereof repaid by numerator of which is the Issuer Aggregate Excess Amount of such Guaranteed Obligation) in Guarantor and the same proportion as such Guarantor’s net worth on denominator of which is the date enforcement is sought hereunder bears to the aggregate net worth Aggregate Excess Amount of all Guarantors multiplied by (y) the Guarantors on such date, then such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, pro rata, based on the respective net worth Aggregate Deficit Amount of such other Guarantors on such date; provided that any Guarantor. A Guarantor’s right of reimbursement contribution pursuant to the preceding sentences shall be arise at the time of each computation, subject to the terms and conditions of Section 5 hereof. For purposes of determining the net worth of any Guarantor in connection with the foregoing, all Guarantees of such Guarantor other than pursuant to this Agreement will be deemed to be enforceable and payable after its obligations pursuant to this Agreement. The provisions of this Section 3 shall in no respect limit the obligations and liabilities of any Guarantor adjustment to the time of each computation; provided that no Guarantor may take any action to enforce such right until the Relevant Guaranteed Parties, and each Guarantor shall remain liable to the Guaranteed Parties for the full amount guaranteed by such Guarantor hereunder.Obligations have

Right of Contribution. At any time a payment in respect of the Guaranteed Obligations is made under this Guarantee, the right of contribution of each Subsidiary Guarantor against each other Subsidiary Guarantor shall be determined as provided in the immediately following sentence, with the right of contribution of each Subsidiary Guarantor to be revised and restated as of each date on which a payment (a “Relevant Payment”) is made on the Guaranteed Obligations under this Guarantee. Each Subsidiary Guarantor hereby agrees that to the extent that a Subsidiary Guarantor shall have paid more than its proportionate share made payments in respect of any payment the Guaranteed Obligations that, in the aggregate, exceed such Subsidiary Guarantor’s Contribution Percentage (as defined below) of the aggregate payments made hereunder by all Subsidiary Guarantors (including by way of set-off rights being exercised against itsuch excess, the “Aggregate Excess Amount”), each such Subsidiary Guarantor shall be entitled to seek and receive contribution from and against any other Subsidiary Guarantor hereunder who which has not paid its proportionate share of such payment as set forth in this Section 3. To the extent that any Guarantor shall be required hereunder to pay any portion of any Guaranteed Obligation guaranteed hereunder exceeding the greater of (a) the amount Contribution Percentage of the value actually received aggregate payments made by such Guarantor and its Subsidiaries from such Guaranteed Obligation and all Subsidiary Guarantors (bthe “Aggregate Deficit Amount”) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of such Guaranteed Obligation guaranteed hereunder (excluding the amount thereof repaid by the Issuer of such Guaranteed Obligation) in the same proportion as such Guarantor’s net worth on the date enforcement of such payment, in an amount equal to (x) a fraction, the numerator of which is sought hereunder bears to the aggregate net worth of all the Guarantors on such date, then such Guarantor shall be reimbursed Aggregate Excess Amount paid by such other Guarantors for Subsidiary Guarantor and the amount denominator of such excesswhich is the Aggregate Excess Amount paid by all Subsidiary Guarantors, pro rata, based on multiplied by (y) the respective net worth of such other Guarantors on such date; provided that any Aggregate Deficit Amount. Each Subsidiary Guarantor’s right of reimbursement contribution shall be subject to the terms and conditions of Section 5 hereof. For purposes of determining the net worth of any Guarantor in connection with the foregoing, all Guarantees of such Guarantor other than pursuant to this Agreement will be deemed to be enforceable and payable after its obligations pursuant to this Agreement9.04. The provisions of this Section 3 9.09 shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Guaranteed Administrative Agent, Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Guaranteed Administrative Agent, Collateral Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder; provided, that no Subsidiary Guarantor may take any action to enforce such right until the Guaranteed Obligations have been irrevocably paid in full in cash (other than unasserted contingent indemnification and reimbursement obligations), it being expressly recognized and agreed by all parties hereto that any Subsidiary Guarantor’s right of contribution arising under this Section 9.09 against any other Subsidiary Guarantor shall be expressly junior and subordinate to such other Subsidiary Guarantor’s obligations and liabilities in respect of the Obligations and any other obligations owing under this Guarantee. As used in this Section 9.09: (i) each Subsidiary Guarantor’s “Contribution Percentage” shall mean the percentage obtained by dividing (x) Adjusted Net Worth (as defined below) of such Subsidiary Guarantor by (y) the aggregate Adjusted Net Worth of all Subsidiary Guarantors; (ii) the “Adjusted Net Worth” of each Subsidiary Guarantor shall mean the greater of (x) the Net Worth (as defined below) of such Subsidiary Guarantor and (y) zero; and (iii) the “Net Worth” of each Subsidiary Guarantor shall mean the amount by which the fair saleable value of such Subsidiary Guarantor’s assets on the date of any payment by such Subsidiary Guarantor exceeds its existing debts and other liabilities (including contingent liabilities, but without giving effect to any Guaranteed Obligations arising under this Guarantee) on such date. Notwithstanding anything to the contrary contained above, any Subsidiary Guarantor that is released from this Guarantee pursuant to Section 9.08 hereof (or otherwise in connection with an exercise of remedies by, or at the direction of, the relevant Secured Parties) shall thereafter have no contribution obligations, or rights, pursuant to this Section 9.09, and at the time of any such release, if the released Subsidiary Guarantor had an Aggregate Excess Amount or an Aggregate Deficit Amount, same shall be deemed reduced to $0, and the contribution rights and obligations of the remaining Subsidiary Guarantors shall be recalculated on the respective date of releases (as otherwise provided above) based on the payments made hereunder by the remaining Subsidiary Guarantors.

Right of Contribution. At any time a payment in respect of the Guaranteed Obligations is made under this Guarantee, the right of contribution of each Subsidiary Guarantor against each other Subsidiary Guarantor shall be determined as provided in the immediately following sentence, with the right of contribution of each Subsidiary Guarantor to be revised and restated as of each date on which a payment is made on the Guaranteed Obligations under this Guarantee. Each Subsidiary Guarantor hereby agrees that to the extent that a Subsidiary Guarantor shall have paid more than its proportionate share made payments in respect of any payment the Guaranteed Obligations that, in the aggregate, exceed such Subsidiary Guarantor’s Contribution Percentage (as defined below) of the aggregate payments made hereunder by all Subsidiary Guarantors (including by way of set-off rights being exercised against itsuch excess, the “Aggregate Excess Amount”), each such Subsidiary Guarantor shall be entitled to seek and receive contribution from and against any other Subsidiary Guarantor hereunder who which has not paid its proportionate share of such payment as set forth in this Section 3. To the extent that any Guarantor shall be required hereunder to pay any portion of any Guaranteed Obligation guaranteed hereunder exceeding the greater of (a) the amount Contribution Percentage of the value actually received aggregate payments made by such Guarantor and its Subsidiaries from such Guaranteed Obligation and all Subsidiary Guarantors (bthe “Aggregate Deficit Amount”) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of such Guaranteed Obligation guaranteed hereunder (excluding the amount thereof repaid by the Issuer of such Guaranteed Obligation) in the same proportion as such Guarantor’s net worth on the date enforcement of such payment, in an amount equal to (x) a fraction, the numerator of which is sought hereunder bears to the aggregate net worth of all the Guarantors on such date, then such Guarantor shall be reimbursed Aggregate Excess Amount paid by such other Guarantors for Subsidiary Guarantor and the amount denominator of such excesswhich is the Aggregate Excess Amount paid by all Subsidiary Guarantors, pro rata, based on multiplied by (y) the respective net worth of such other Guarantors on such date; provided that any Aggregate Deficit Amount. Each Subsidiary Guarantor’s right of reimbursement contribution shall be subject to the terms and conditions of Section 5 hereof. For purposes of determining the net worth of any Guarantor in connection with the foregoing, all Guarantees of such Guarantor other than pursuant to this Agreement will be deemed to be enforceable and payable after its obligations pursuant to this Agreement9.04. The provisions of this Section 3 9.09 shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Guaranteed Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Guaranteed Collateral Agent and the other Secured Parties for the full amount guaranteed by such Guarantor hereunder.Subsidiary Guarantor

Right of Contribution. Each Subsidiary Guarantor hereby agrees that to the extent that a Subsidiary Guarantor shall have paid more than its proportionate share the amount which otherwise would have been paid by or attributable to such Subsidiary Guarantor if each Subsidiary Guarantor had paid the aggregate Guaranteed Obligations satisfied by such payment in the same proportion as such Subsidiary Guarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such payment) bore to the aggregate Allocable Amounts of any payment made hereunder (including by way each of set-off rights being exercised against it)the Subsidiary Guarantors as determined immediately prior to the making of such payment, such Subsidiary Guarantor shall be entitled to seek and receive contribution from and against any other Subsidiary Guarantor hereunder who which has not paid its proportionate share of such payment as set forth in this Section 3payment. To the extent that any Guarantor shall be required hereunder to pay any portion of any Guaranteed Obligation guaranteed hereunder exceeding the greater of (a) the amount of the value actually received by such Guarantor and its Subsidiaries from such Guaranteed Obligation and (b) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of such Guaranteed Obligation guaranteed hereunder (excluding the amount thereof repaid by the Issuer of such Guaranteed Obligation) in the same proportion as such Guarantor’s net worth on the date enforcement is sought hereunder bears to the aggregate net worth of all the Guarantors on such date, then such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, pro rata, based on the respective net worth of such other Guarantors on such date; provided that any Each Subsidiary Guarantor’s right of reimbursement contribution shall be subject to the terms and conditions of Section 5 hereof. For purposes of determining the net worth of any Guarantor in connection with the foregoing, all Guarantees of such Guarantor other than pursuant to this Agreement will be deemed to be enforceable and payable after its obligations pursuant to this Agreement2.3. The provisions of this Section 3 2.2 shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Guaranteed PartiesAdministrative Agent and the Lenders, and each Subsidiary Guarantor shall remain liable to the Guaranteed Parties Administrative Agent and the Lenders for the full amount guaranteed by such Subsidiary Guarantor hereunder. As of any date of determination, the “Allocable Amount” of any Subsidiary Guarantor shall be equal to the excess of the fair saleable value of the property of such Subsidiary Guarantor over the total liabilities of such Subsidiary Guarantor (including the maximum amount reasonably expected to become due in respect of contingent liabilities, calculated, without duplication, assuming each other Subsidiary Guarantor that is also liable for such contingent liability pays its ratable share thereof), giving effect to all payments made by other Subsidiary Guarantors as of such date in a manner to maximize the amount of such contributions.

Right of Contribution. Each Guarantor hereby agrees that to the extent that a any Guarantor shall have paid more than its proportionate share of any payment made hereunder (including by way of set-off rights being exercised against it)on the obligations under the Guarantees, such Guarantor shall be entitled to seek and receive contribution from and against the Company or any other Guarantor hereunder who has not paid its proportionate share of such payment as set forth in this Section 3. To the extent that any Guarantor shall be required hereunder to pay any portion of any Guaranteed Obligation guaranteed hereunder exceeding the greater of (a) the amount of the value actually received by such Guarantor and its Subsidiaries from such Guaranteed Obligation and (b) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of such Guaranteed Obligation guaranteed hereunder (excluding the amount thereof repaid by the Issuer of such Guaranteed Obligation) in the same proportion as such Guarantor’s net worth on the date enforcement is sought hereunder bears to the aggregate net worth of all the Guarantors on such date, then such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, pro rata, based on the respective net worth of such other Guarantors on such date; provided that any Guarantor’s right of reimbursement shall be subject to the terms and conditions of Section 5 hereof. For purposes of determining the net worth of any Guarantor in connection with the foregoing, all Guarantees of such Guarantor other than pursuant to this Agreement will be deemed to be enforceable and payable after its obligations pursuant to this Agreementpayment. The provisions of this Section 3 10.3 shall in no respect limit the obligations and liabilities of any each Guarantor to the Guaranteed Parties, Trustee and the Holders and each Guarantor shall remain liable to the Guaranteed Parties Trustee and the Holders for the full amount guaranteed by such Guarantor hereunder. No Subrogation. Notwithstanding any payment or payments made by each Guarantor hereunder, no Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Company or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guaranteed Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Company on account of the Guaranteed Obligations are paid in full. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Guaranteed Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee and the Holders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Trustee, if required), to be applied against the Guaranteed Obligations.

Right of Contribution. At any time a payment in respect of the Guaranteed Obligations is made under this Guarantee, the right of contribution of each Subsidiary Guarantor against each other Subsidiary Guarantor shall be determined as provided in the immediately following sentence, with the right of contribution of each Subsidiary Guarantor to be revised and restated as of each date on which a payment is made on the Guaranteed Obligations under this Guarantee. Each Subsidiary Guarantor hereby agrees that to the extent that a Subsidiary Guarantor shall have paid more than its proportionate share made payments in respect of any payment the Guaranteed Obligations that, in the aggregate, exceed such Subsidiary Guarantor’s Contribution Percentage (as defined below) of the aggregate payments made hereunder by all Subsidiary Guarantors (including by way of set-off rights being exercised against itsuch excess, the “Aggregate Excess Amount”), each such Subsidiary Guarantor shall be entitled to seek and receive contribution from and against any other Subsidiary Guarantor hereunder who which has not paid its proportionate share of such payment as set forth in this Section 3. To the extent that any Guarantor shall be required hereunder to pay any portion of any Guaranteed Obligation guaranteed hereunder exceeding the greater of (a) the amount Contribution Percentage of the value actually received aggregate payments made by such Guarantor and its Subsidiaries from such Guaranteed Obligation and all Subsidiary Guarantors (bthe “Aggregate Deficit Amount”) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of such Guaranteed Obligation guaranteed hereunder (excluding the amount thereof repaid by the Issuer of such Guaranteed Obligation) in the same proportion as such Guarantor’s net worth on the date enforcement of such payment, in an amount equal to (x) a fraction, the numerator of which is sought hereunder bears to the aggregate net worth of all the Guarantors on such date, then such Guarantor shall be reimbursed Aggregate Excess Amount paid by such other Guarantors for Subsidiary Guarantor and the amount denominator of such excesswhich is the Aggregate Excess Amount paid by all Subsidiary Guarantors, pro rata, based on multiplied by (y) the respective net worth of such other Guarantors on such date; provided that any Aggregate Deficit Amount. Each Subsidiary Guarantor’s right of reimbursement contribution shall be subject to the terms and conditions of Section 5 hereof. For purposes of determining the net worth of any Guarantor in connection with the foregoing, all Guarantees of such Guarantor other than pursuant to this Agreement will be deemed to be enforceable and payable after its obligations pursuant to this Agreement9.04. The provisions of this Section 3 9.09 shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Guaranteed Administrative Agent, Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Guaranteed Administrative Agent, Collateral Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder.; provided, that no Subsidiary Guarantor may take any action to enforce such right until the Termination Date, it being expressly recognized and agreed by all parties hereto that any Subsidiary Guarantor’s right of contribution arising under this Section 9.09 against any other Subsidiary Guarantor shall be expressly

Right of Contribution. Each Guarantor hereby agrees that The right of contribution applies to all contracts of indemnity, if the insured has taken out more than one policy on the same subject-matter. According to this principle, the insured can claim the compensation only to the extent of actual loss either from all insurers or from any one insurer. If one insurer pays full compensation then that insurer can claim a Guarantor shall have proportionate claim from the other insurers. So, if the insured claims the full amount of compensation from one insurer then he cannot claim the same compensation from the other insurer and make a profit. Secondly, if one insurance company pays the full compensation, then it can recover the proportionate contribution from the other insurance company. Where the assured is over-insured by double insurance, each insurer is bound, as between himself and the other insurers, to contribute rateably to the loss in proportion to the amount for which he is liable under the contract.14 According to this section, the phrase “for which he is liable under his contract” means whether this refers to his maximum potential liability in respect of any one loss, or to his independent actual liability in respect of the particular loss. In case of double insurance, each underwriter is bound to contribute with the other underwriters and if one of the insurers has paid more than its proportionate share his proportion of the loss, he is entitled under section 80(2) to maintain an action for contribution against the other insurers. In this regard the Act states that: “If any payment made hereunder (including by way insurer pays more than his proportion of set-off rights being exercised against it)the loss, such Guarantor shall be he is entitled to seek maintain an action for contribution against the other insurers, and receive is entitled to the like remedies as a surety who has paid more than his proportion of the debt.”15 Where an assured is over-insured by double insurance under valued policies, he may in the event of a total loss either recover in the first place from the policy with the larger agreed value and make no claim under the other policy or he could obtain payment in full under the policy with the lower agreed value and give credit for the amount so recovered and claim the balance of the insured value under the other policy. When the same risk is insured by two or more insurers and an insured loss is fully paid by one insurer, he is entitled to contribution from the other insurers who have not paid. An insurer’s right of contribution is not based on contract but arises from principles of equity that persons who are liable for the same loss should contribute equally toward the loss. An insurer’s right to claim contribution from another insurer arises only if there is double insurance, where the risk insured and against any other Guarantor hereunder who the person insuring are the same. An insurer has not paid its proportionate share of such payment as set forth in this Section 3no right to contribution if the persons insuring the risk are different even though the risk insured may be the same. To the extent that any Guarantor shall be required hereunder to pay any portion of any Guaranteed Obligation guaranteed hereunder exceeding the greater of (a14Section 80(1) the amount of the value actually received Marine Insurance Act, 1906. 15Section 80(2) of the Marine Insurance Act, 1906. In North British and Mercantile Insurance Co v London, Liverpool and Globe Insurance Co16; goods in a warehouse were insured by such Guarantor their owner, and its Subsidiaries from such Guaranteed Obligation also by the warehouseman to cover his liability vis-à-vis the owner. The goods were destroyed and (b) the amount such Guarantor would otherwise have owner’s insurers paid if such Guarantor the policy money. They then sued the warehouseman’s insurers for a refund of what they had paid the aggregate amount owner of such Guaranteed Obligation guaranteed hereunder (excluding the amount thereof repaid by goods.17 Held that the Issuer action succeeded, and the defendants’ contention that they need only contribute a proportion failed. This was a case of such Guaranteed Obligation) in the same proportion as such Guarantor’s net worth on the date enforcement is sought hereunder bears to the aggregate net worth of all the Guarantors on such datesubrogation, then such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, pro rata, based on the respective net worth of such other Guarantors on such date; provided that any Guarantor’s right of reimbursement shall be subject to the terms and conditions of Section 5 hereof. For purposes of determining the net worth of any Guarantor in connection with the foregoing, all Guarantees of such Guarantor other than pursuant to this Agreement will be deemed to be enforceable and payable after its obligations pursuant to this Agreementnot contribution. The provisions of this Section 3 shall in no respect limit insurer had to pay what without the obligations and liabilities of any Guarantor insurance his assured would have been legally bound to the Guaranteed Partiespay, and each Guarantor shall remain since the warehouseman was liable to the Guaranteed Parties owner of the goods, his insurers were liable to compensate the insurers of the owner.18 Contribution occurs where the same assured insures the same interest with more than one insurer. The contribution is, similar to subrogation, to prevent the assured from recovering more than the whole loss. Therefore, if the assured recovers the whole loss from one insurer which he could have recovered from the other, the insurers are permitted to contribute rateably. An insurer is only entitled to contribution from a co-insurer if both insurers are on risk at the time of the loss. If only one insurer is on risk at the time of the loss, there is no right to contribution. When a risk insured by two or more insurers is for the full amount guaranteed same amount, the extent of insurer’s liability is easily ascertained by such Guarantor hereunder.applying the equality principle. This principle is difficult to apply when the levels of liability assumed by the insurers are different. With regard to the marine insurance in Myanmar, ship and freight covers can be acquired only at Myanma Insurance. Marine Cargo is permitted to private insurance companies. Institute Cargo Clause (C) (1.10.82) is used for marine cargo and Institute Time Xxxxxx Xxxx (1.10.83) is used for ships. 16 (1877) 5 Ch D 569. 17 NJJ Xxxxxxx, X Xxxxxxxxxx and XX Xxxxxxx, Xxxxxxx and Xxxxx’ Shipping Law, London, Xxxxxx Publishing, 8th Edition, 1987, p.544. 18 Ibid. The following events illustrate the current indemnity issues in marine insurance in Myanmar. In 2016, the Alternator of the No/1 Generator of the “M.V Myit Kyi Na” burnt out at port of Myeik during the time of manoeuvring while G/E 1 and G/E 3 were running in parallel and were fully loaded. It was noticed that sparks and smoke were being emitted from the Alternator. Then generators were stopped and urgent extinguishing of the sparks and flame was carried out with fire extinguishers. The inspection showed a fault in the winding of the alternator. The damage survey carried out on No. 1 alternator showed that

Right of Contribution. Each The Subsidiary Guarantors hereby agree among themselves that, if any Subsidiary Guarantor hereby agrees that to the extent that a shall make an Excess Payment (as defined below), such Subsidiary Guarantor shall have paid more than its proportionate share a right of contribution from each other Subsidiary Guarantor in an amount equal to such other Subsidiary Guarantor’s Contribution Share (as defined below) of such Excess Payment. The payment obligations of any payment made hereunder (including by way of set-off rights being exercised against it), such Subsidiary Guarantor under this Section 2.3(a) shall be entitled subordinate and subject in right of payment to seek the Guaranteed Obligations until such time as the Guaranteed Obligations (other than (i) any contingent indemnification obligations not yet due and receive contribution from (ii) the Specified Obligations) have been indefeasibly paid in full in cash and the Revolving Credit Commitments terminated, and none of the Subsidiary Guarantors shall exercise any right or remedy under this Section 2.3(a) against any other Subsidiary Guarantor hereunder who has until such Guaranteed Obligations (other than (i) any contingent indemnification obligations not paid its proportionate share of such payment as set forth in this Section 3. To the extent that any Guarantor shall be required hereunder to pay any portion of any Guaranteed Obligation guaranteed hereunder exceeding the greater of yet due and (aii) the amount of Specified Obligations) have been indefeasibly paid in full in cash and the value actually received by such Guarantor and its Subsidiaries from such Guaranteed Obligation and (b) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of such Guaranteed Obligation guaranteed hereunder (excluding the amount thereof repaid by the Issuer of such Guaranteed Obligation) in the same proportion as such Guarantor’s net worth on the date enforcement is sought hereunder bears to the aggregate net worth of all the Guarantors on such date, then such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, pro rata, based on the respective net worth of such other Guarantors on such date; provided that any Guarantor’s right of reimbursement shall be subject to the terms and conditions of Section 5 hereofRevolving Credit Commitments terminated. For purposes of determining this Section 2.3(a), (i) “Excess Payment” shall mean the net worth amount paid by any Subsidiary Guarantor in excess of its Ratable Share (as defined below) of any Guaranteed Obligations; (ii) “Ratable Share” shall mean, for any Subsidiary Guarantor in respect of any payment of Guaranteed Obligations, the ratio (expressed as a percentage) as of the date of such payment of Guaranteed Obligations of (A) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Subsidiary Guarantor (including probable contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Subsidiary Guarantor hereunder) to (B) the amount by which the aggregate present fair salable value of all assets and other properties of all of the Subsidiary Guarantors exceeds the amount of all of the debts and liabilities (including probable contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Subsidiary Guarantors hereunder) of all of the Subsidiary Guarantors; provided, however, that, for purposes of calculating the Ratable Shares of the Subsidiary Guarantors in respect of any payment of Guaranteed Obligations, any Subsidiary Guarantor that became a Subsidiary Guarantor subsequent to the date of any such payment shall be deemed to have been a Subsidiary Guarantor on the date of such payment and the financial information for such Subsidiary Guarantor as of the date such Subsidiary Guarantor became a Subsidiary Guarantor shall be utilized for such Subsidiary Guarantor in connection with such payment; and (iii) “Contribution Share” shall mean, for any Subsidiary Guarantor in respect of any Excess Payment made by any other Subsidiary Guarantor, the foregoing, all Guarantees ratio (expressed as a percentage) as of the date of such Excess Payment of (A) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Subsidiary Guarantor (including probable contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Subsidiary Guarantor hereunder) to (B) the amount by which the aggregate present fair salable value of all assets and other properties of all of the Subsidiary Guarantors other than pursuant the maker of such Excess Payment exceeds the amount of all of the debts and liabilities (including probable contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Subsidiary Guarantors) of all of the Subsidiary Guarantors other than the maker of such Excess Payment; provided, however, that, for purposes of calculating the Contribution Shares of the Subsidiary Guarantors in respect of any Excess Payment, any Subsidiary Guarantor that became a Subsidiary Guarantor subsequent to this Agreement will the date of any such Excess Payment shall be deemed to have been a Subsidiary Guarantor on the date of such Excess Payment and the financial information for such Subsidiary Guarantor as of the date such Subsidiary Guarantor became a Subsidiary Guarantor shall be enforceable utilized for such Subsidiary Guarantor in connection with such Excess Payment. Each of the Subsidiary Guarantors recognizes and payable after its obligations pursuant acknowledges that the rights to this Agreementcontribution arising hereunder shall constitute an asset in favor of the party entitled to such contribution. The provisions This Section 2.3 shall not be deemed to affect any right of this Section 3 shall subrogation, indemnity, reimbursement or contribution that any Subsidiary Guarantor may have under Applicable Law against the Borrower in no respect limit the obligations and liabilities of any Guarantor to the payment of Guaranteed Parties, and each Guarantor shall remain liable to the Guaranteed Parties for the full amount guaranteed by such Guarantor hereunderObligations.

Right of Contribution. (a) Each Guarantor hereby agrees that to of the extent that a Guarantor Officers shall have paid more than its proportionate share a right of contribution from the other Stockholders for any loss, claim, damage, liability, cost or expense (including reasonable attorneys' fees) arising from any claims, demands, proceedings or lawsuits initiated by the Bank against any Officer arising out of or in connection with the Guaranty (the "Losses"); PROVIDED, HOWEVER, that such Officer shall have first sought indemnification from the Company pursuant to his respective Indemnification Agreement, and the Company shall have failed to provide indemnification to such Officer in circumstances under which such indemnification was required to have been provided by the Company in accordance with the terms of such Indemnification Agreement, before such Officer shall have any right of contribution pursuant to this Agreement; and (b) The amount of any payment made hereunder (including Losses to be contributed by way of set-off rights being exercised against it), such Guarantor each Stockholder shall be entitled determined on a pro rata basis among the Stockholders based on their respective pro rata percentage ownership of shares of capital stock in the Company immediately prior to seek and receive such contribution from and against (such contributions are herein referred to as a "Contribution"). For any other Guarantor hereunder who has not paid its proportionate share of such payment Losses as set forth in this Section 3. To the extent that any Guarantor to which Contribution is required hereunder, each Stockholder shall be required hereunder to pay any portion of any Guaranteed Obligation guaranteed hereunder exceeding make a Contribution equal to the greater product of (ai) such Stockholder's percentage interest in the Company's capital stock multiplied by (ii) the Contribution Amount specified in the applicable Contribution Notice applicable to such Losses (as such terms are defined below). In the event that any Stockholder (a "Defaulting Stockholder") fails to contribute such Stockholder's proportional share of a Contribution, the other Stockholders shall pay a proportional share (pro rata based on their respective ownership of shares of capital stock in the Company) of the amount of the value actually received by such Guarantor and its Subsidiaries from such Guaranteed Obligation and (b) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount Defaulting Stockholder's unpaid proportional share of such Guaranteed Obligation guaranteed hereunder (excluding the amount thereof repaid by the Issuer of Contribution. All Stockholders shall cooperate with each other in pursuing such Guaranteed Obligation) in the same proportion remedies with respect to a Defaulting Stockholder as may be necessary or appropriate to compel such Guarantor’s net worth on the date enforcement is sought hereunder bears Defaulting Stockholder to repay to the aggregate net worth of other Stockholders all the Guarantors on such date, then such Guarantor shall be reimbursed amounts contributed by such other Guarantors for the amount of such excess, pro rata, based on the respective net worth of such other Guarantors on such date; provided that any Guarantor’s right of reimbursement shall be subject Stockholders with respect to the terms and conditions of Section 5 hereof. For purposes of determining the net worth Defaulting Stockholder's proportional share of any Guarantor in connection with the foregoing, all Guarantees of such Guarantor other than pursuant to this Agreement will be deemed to be enforceable and payable after its obligations pursuant to this Agreement. The provisions of this Section 3 shall in no respect limit the obligations and liabilities of any Guarantor to the Guaranteed Parties, and each Guarantor shall remain liable to the Guaranteed Parties for the full amount guaranteed by such Guarantor hereunderContribution.

Right of Contribution. (a) Each Guarantor hereby agrees that to in the extent that a Guarantor shall have paid more than its proportionate share of event any payment or distribution is made hereunder by any Guarantor (including by way a “Funding Guarantor”) in respect of set-off rights being exercised against it)the Guarantor Obligations, such Funding Guarantor shall be entitled to seek and receive a contribution from and against any each other Guarantor hereunder who has not paid its proportionate share in a pro rata amount based on the relative net worth of each Guarantor (including the Funding Guarantor) as of the date of such payment as set forth in this Section 3. To the extent or distribution for all payments, damages and expenses incurred by that any Guarantor shall be required hereunder to pay any portion of any Guaranteed Obligation guaranteed hereunder exceeding the greater of (a) the amount of the value actually received by such Guarantor and its Subsidiaries from such Guaranteed Obligation and (b) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of such Guaranteed Obligation guaranteed hereunder (excluding the amount thereof repaid by the Issuer of such Guaranteed Obligation) in the same proportion as such Guarantor’s net worth on the date enforcement is sought hereunder bears to the aggregate net worth of all the Guarantors on such date, then such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, pro rata, based on the respective net worth of such other Guarantors on such date; provided that any Guarantor’s right of reimbursement shall be subject to the terms and conditions of Section 5 hereof. For purposes of determining the net worth of any Funding Guarantor in connection with discharging the foregoing, all Guarantees of such Guarantor other than pursuant to this Agreement will be deemed to be enforceable and payable after its obligations pursuant to this AgreementObligations. The provisions of this Section 3 15.04 shall in no respect limit the obligations and liabilities of any each Guarantor to the Guaranteed Parties, Trustee and the Holders and each Guarantor shall remain liable to the Guaranteed Parties Trustee and the Holders for the full amount guaranteed by such Guarantor hereunder. (b) Any request, direction, order or demand which by any provision of this Indenture is to be made by the Guarantors shall be sufficient if evidenced as described in Section 16.03 hereof as if references therein to the Issuer were references to the Guarantors. (c) Any notice or demand which by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the Holders of Notes to or on the Guarantors may be given or served as described in Section 16.03 hereof as if references therein to the Issuer were references to the Guarantors. (d) Upon any demand, request or application by the Guarantors to the Trustee to take any action under this Indenture, the Guarantors shall furnish to the Trustee such certificates and opinions as are required in Section 16.05 hereof as if all references therein to the Issuer were references to the Guarantors.

Right of Contribution. At any time a payment in respect of the Guaranteed Obligations is made under this Guarantee, the right of contribution of each Subsidiary Guarantor against each other Subsidiary Guarantor shall be determined as provided in the immediately following sentence, with the right of contribution of each Subsidiary Guarantor to be revised and restated as of each date on which a payment is made on the Guaranteed Obligations under this Guarantee. Each Subsidiary Guarantor hereby agrees that to the extent that a Subsidiary Guarantor shall have paid more than its proportionate share made payments in respect of any payment the Guaranteed Obligations that, in the aggregate, exceed such Subsidiary Guarantor’s Contribution Percentage (as defined below) of the aggregate payments made hereunder by all Subsidiary Guarantors (including by way of set-off rights being exercised against itsuch excess, the “Aggregate Excess Amount”), each such Subsidiary Guarantor shall be entitled to seek and receive contribution from and against any other Subsidiary Guarantor hereunder who which has not paid its proportionate share of such payment as set forth in this Section 3. To the extent that any Guarantor shall be required hereunder to pay any portion of any Guaranteed Obligation guaranteed hereunder exceeding the greater of (a) the amount Contribution Percentage of the value actually received aggregate payments made by such Guarantor and its Subsidiaries from such Guaranteed Obligation and all Subsidiary Guarantors (bthe “Aggregate Deficit Amount”) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of such Guaranteed Obligation guaranteed hereunder (excluding the amount thereof repaid by the Issuer of such Guaranteed Obligation) in the same proportion as such Guarantor’s net worth on the date enforcement of such payment, in an amount equal to (x) a fraction, the numerator of which is sought hereunder bears to the aggregate net worth of all the Guarantors on such date, then such Guarantor shall be reimbursed Aggregate Excess Amount paid by such other Guarantors for Subsidiary Guarantor and the amount denominator of such excesswhich is the Aggregate Excess Amount paid by all Subsidiary Guarantors, pro rata, based on multiplied by (y) the respective net worth of such other Guarantors on such date; provided that any Aggregate Deficit Amount. Each Subsidiary Guarantor’s right of reimbursement contribution shall be subject to the terms and conditions of Section 5 hereof. For purposes of determining the net worth of any Guarantor in connection with the foregoing, all Guarantees of such Guarantor other than pursuant to this Agreement will be deemed to be enforceable and payable after its obligations pursuant to this Agreement9.04. The provisions of this Section 3 9.09 shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Guaranteed Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to the Guaranteed Collateral Agent and the other Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder.; provided, that no Subsidiary Guarantor may take any action to enforce such right until the Termination Date, it being expressly recognized and agreed by all parties hereto that any Subsidiary Guarantor’s right of contribution arising under this Section 9.09 against any other Subsidiary Guarantor shall be expressly junior and subordinate to such other Subsidiary Guarantor’s obligations and liabilities in respect of the Obligations and any other obligations owing under this Guarantee. As used in this Section 9.09: (i) each Subsidiary Guarantor’s “Contribution Percentage” shall mean the percentage obtained by dividing (x) Adjusted Net Worth (as defined below) of such Subsidiary Guarantor by (y) the #4848-1207-1386 145

Right of Contribution. Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of (a) If in connection with any payment made by any Guarantor hereunder (including by way any rights of set-off rights being exercised contribution arise in favor of such Guarantor against it)one or more other Guarantors, such Guarantor shall be entitled to seek and receive rights of contribution from and against any other Guarantor hereunder who has not paid its proportionate share of such payment as set forth in this Section 3. To the extent that any Guarantor shall be required hereunder to pay any portion of any Guaranteed Obligation guaranteed hereunder exceeding the greater of (a) the amount of the value actually received by such Guarantor and its Subsidiaries from such Guaranteed Obligation and (b) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of such Guaranteed Obligation guaranteed hereunder (excluding the amount thereof repaid by the Issuer of such Guaranteed Obligation) in the same proportion as such Guarantor’s net worth on the date enforcement is sought hereunder bears to the aggregate net worth of all the Guarantors on such date, then such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, pro rata, based on the respective net worth of such other Guarantors on such date; provided that any Guarantor’s right of reimbursement shall be subject to the terms and conditions of Section 5 hereof. For purposes of determining the net worth of any Guarantor in connection with the foregoing, all Guarantees of such Guarantor other than pursuant to this Agreement will be deemed to be enforceable and payable after its obligations pursuant to this Agreement13.6. The provisions of this Section 3 13.5 shall in no respect limit the obligations and liabilities of any Guarantor pursuant to the Guaranteed PartiesLoan Documents, and each Guarantor shall remain liable to the Guaranteed Parties for the full amount guaranteed by such Guarantor hereunder. (b) Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by any Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of any Secured Party against any Loan Party or any collateral security or guarantee or right of offset held by any Secured Party for the payment of the Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from any Loan Party in respect of payments made by such Guarantor hereunder, in each case, until the Obligations are paid in full. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time prior to the time that the Obligations (other than contingent indemnification obligations as to which no claim has been asserted or is known to exist) are paid in full, such amount shall be held by such Guarantor in trust for the ratable benefit of the Secured Parties, shall be segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to JGB Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to JGB Agent, if required), to be applied to the Obligations, irrespective of the occurrence or the continuance of any Event of Default.

Right of Contribution. Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder (including by way of set-off rights being exercised against it), such Guarantor shall be entitled entitled, subject to and upon Full Payment, to seek and receive contribution from and against any other Guarantor hereunder who has not paid its proportionate share of such payment as set forth in this Section 3payment. To the extent that any Guarantor shall be required hereunder to pay any portion of any Guaranteed Obligation guaranteed hereunder exceeding the greater of (a) the amount of the value actually received by such Guarantor and its Subsidiaries from such Guaranteed Obligation and (b) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of such Guaranteed Obligation guaranteed hereunder (excluding the amount thereof repaid by the Issuer of such Guaranteed Obligation) in the same proportion as such Guarantor’s net worth on the date enforcement is sought hereunder bears to the aggregate net worth of all the Guarantors on such date, then such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, pro rata, based on the respective net worth of such other Guarantors on such date; provided that any Each Guarantor’s right of reimbursement contribution shall be subject to the terms and conditions of Section 5 hereof. For purposes of determining the net worth of any Guarantor in connection with the foregoing, all Guarantees of such Guarantor other than pursuant to this Agreement will be deemed to be enforceable and payable after its obligations pursuant to this Agreement. The provisions of this Section 3 shall in no respect limit the obligations and liabilities of any Guarantor to the Administrative Agent and the other Guaranteed Parties, and each Guarantor shall remain liable to the Administrative Agent and the other Guaranteed Parties for the full amount guaranteed by such Guarantor hereunder. The obligations of the Guarantors under the Credit Documents, including their liability for the Guaranteed Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability or sufficiency of any right of reimbursement or contribution arising under this Section 3. The invalidity, insufficiency, unenforceability or uncollectibility of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Party against any Guarantor or its property. The Guaranteed Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right. Each Guarantor reserves any and all other rights of reimbursement or contribution at any time available to it as against any other Guarantor, but (i) the exercise and enforcement of any such rights shall be subject to the terms and conditions of Section 5 hereof and (ii) neither the Administrative Agent nor any other Guaranteed Party shall ever have any duty or liability whatsoever in respect of any such right.

Right of Contribution. Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder (including by way of set-off rights being exercised against it), such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder who has not paid its proportionate share of such payment as set forth in this Section 3. a) To the extent that any Guarantor shall be required hereunder to pay any a portion of any the Guaranteed Obligation guaranteed hereunder exceeding Obligations that shall exceed the greater of (ai) the amount of the value economic benefit actually received by such Guarantor and its Subsidiaries from such Guaranteed Obligation the Facilities and (bii) the amount that such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of such the Guaranteed Obligation guaranteed hereunder Obligations (excluding the any amount thereof repaid by the Issuer of such Guaranteed ObligationBorrower or any other Guarantor) in the same proportion as such Guarantor’s net worth on at the date enforcement hereunder is sought hereunder bears to the aggregate net worth of all the Guarantors on such dateat the date enforcement hereunder is sought, then then, such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, pro rata, based on the respective net worth worths of such other Guarantors on such date; provided that any Guarantor’s right of reimbursement shall be subject to at the terms and conditions of Section 5 hereofdate enforcement hereunder is sought. For purposes of determining the net worth of any Guarantor in connection with the foregoing, all Guarantees guarantees of such Guarantor other than pursuant to this Agreement the Guaranty and any other guarantee of the Guaranteed Obligations will be deemed to be enforceable and payable after its obligations pursuant the Guaranty and any other guarantee of the Guaranteed Obligations. (b) Each Guarantor’s right of contribution under this Section 14 shall be subject to this Agreementthe terms and conditions of Section 4. The provisions of this Section 3 14 shall in no respect limit the obligations and liabilities of any Guarantor to the Guaranteed Agents and the Secured Parties, and each Guarantor shall remain liable to the Guaranteed Administrative Agent and the Secured Parties for the full amount guaranteed by such Guarantor hereunder. Each Guarantor agrees to contribute, to the maximum extent permitted by applicable law, such amounts to each other Guarantor so as to maximize the aggregate amount paid to the Secured Parties under or in respect of the Loan Documents.

Right of Contribution. Each At any time a payment in respect of the Relevant Guaranteed Obligations is made under this Guaranty, the right of contribution of each Guarantor hereby agrees that against each other Guarantor shall be determined as provided in the immediately following sentence, with the right of contribution of each Guarantor to be revised and restated as of each date on which a payment (a “Relevant Payment”) is made on the extent Relevant Guaranteed Obligations under this Guaranty. At any time that a Relevant Payment is made by a Guarantor that results in the aggregate payments made by such Guarantor in respect of the Relevant Guaranteed Obligations to and including the date of the Relevant Payment exceeding such Guarantor’s Contribution Percentage (as defined below) of the aggregate payments made by all Guarantors in respect of the Relevant Guaranteed Obligations to and including the date of the Relevant Payment (such excess, the “Aggregate Excess Amount”), each such Guarantor shall have paid more than its proportionate share a right of any payment made hereunder (including by way of set-off rights being exercised contribution against it), such Guarantor shall be entitled to seek and receive contribution from and against any each other Guarantor hereunder who has not paid its proportionate share of such payment as set forth made payments in this Section 3. To the extent that any Guarantor shall be required hereunder to pay any portion of any Guaranteed Obligation guaranteed hereunder exceeding the greater of (a) the amount respect of the value actually received Relevant Guaranteed Obligations to and including the date of the Relevant Payment in an aggregate amount less than such other Guarantor’s Contribution Percentage of the aggregate payments made to and including the date of the Relevant Payment by such Guarantor and its Subsidiaries from such all Guarantors in respect of the Relevant Guaranteed Obligation and Obligations (b) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of such Guaranteed Obligation guaranteed hereunder deficit, the “Aggregate Deficit Amount”) in an amount equal to (excluding x) a fraction the amount thereof repaid by numerator of which is the Issuer Aggregate Excess Amount of such Guaranteed Obligation) in Guarantor and the same proportion as such Guarantor’s net worth on denominator of which is the date enforcement is sought hereunder bears to the aggregate net worth Aggregate Excess Amount of all Guarantors multiplied by (y) the Guarantors on such date, then such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, pro rata, based on the respective net worth Aggregate Deficit Amount of such other Guarantors on such date; provided that any Guarantor. A Guarantor’s right of reimbursement contribution pursuant to the preceding sentences shall be arise at the time of each computation, subject to the terms and conditions of Section 5 hereof. For purposes of determining the net worth of any Guarantor in connection with the foregoing, all Guarantees of such Guarantor other than pursuant to this Agreement will be deemed to be enforceable and payable after its obligations pursuant to this Agreement. The provisions of this Section 3 shall in no respect limit the obligations and liabilities of any Guarantor adjustment to the time of each computation; provided that no Guarantor may take any action to enforce such right until the Relevant Guaranteed PartiesObligations have been paid in full, it being expressly recognized and each Guarantor shall remain liable to the Guaranteed Parties for the full amount guaranteed agreed by such Guarantor hereunder.all parties hereto that

Right of Contribution. Each Guarantor hereby agrees that to (a) To the extent that a any Guarantor shall make a payment under this Guarantee (a “Guarantor Payment”) which, taking into account all other Guarantor Payments then previously or concurrently made by any other Guarantor, exceeds the amount which otherwise would have been paid more than its proportionate share by or attributable to such Guarantor if each Guarantor had paid the aggregate Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion as such Guarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of any payment made hereunder each of the Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following the “Guarantee Termination Date” (including by way of set-off rights being exercised against itas defined in Section 10 below), such Guarantor shall be entitled to seek and receive contribution from and against any indemnification payments from, and be reimbursed by, each other Guarantor hereunder who has not paid its proportionate share of such payment as set forth in this Section 3. To the extent that any Guarantor shall be required hereunder to pay any portion of any Guaranteed Obligation guaranteed hereunder exceeding the greater of (a) the amount of the value actually received by such Guarantor and its Subsidiaries from such Guaranteed Obligation and (b) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of such Guaranteed Obligation guaranteed hereunder (excluding the amount thereof repaid by the Issuer of such Guaranteed Obligation) in the same proportion as such Guarantor’s net worth on the date enforcement is sought hereunder bears to the aggregate net worth of all the Guarantors on such date, then such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, pro ratarata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (b) As of any date of determination, based on the respective net worth “Allocable Amount” of any Guarantor shall be equal to the excess of the fair saleable value of the property of such Guarantor over the total liabilities of such Guarantor (including the maximum amount reasonably expected to become due in respect of contingent liabilities, calculated, without duplication, assuming each other Guarantor that is also liable for such contingent liability pays its ratable share thereof), giving effect to all payments made by other Guarantors on as of such date; provided date in a manner to maximize the amount of such contributions. (c) This Section 4 is intended only to define the relative rights of the Guarantors, and nothing set forth in this Section 4 is intended to or shall impair the obligations of the Guarantors, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Guarantee. (d) The parties hereto acknowledge that any the rights of contribution and indemnification hereunder shall constitute assets of the Guarantor or Guarantors to which such contribution and indemnification is owing. (e) The rights of the indemnifying Guarantors against other Guarantors under this Section 4 shall be exercisable following the Guarantee Termination Date. (f) Each Guarantor’s right of reimbursement contribution shall be subject to the terms and conditions of Section 5 hereof. For purposes of determining the net worth of any Guarantor in connection with the foregoing, all Guarantees of such Guarantor other than pursuant to this Agreement will be deemed to be enforceable and payable after its obligations pursuant to this Agreementbelow. The provisions of this Section 3 4 shall in no respect limit the obligations and liabilities of any Guarantor to the Holders of Guaranteed PartiesObligations, and each Guarantor shall remain liable to the Holders of Guaranteed Parties Obligations for the full amount guaranteed by such Guarantor hereunder.

Right of Contribution. Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder (including by way of set-off rights being exercised against it), such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder who has not paid its proportionate share of such payment as set forth in this Section 3. a) To the extent that any Guarantor shall be required hereunder to pay any a portion of any the Guaranteed Obligation guaranteed hereunder exceeding Obligations that shall exceed the greater of (ai) the amount of the value economic benefit actually received by such Guarantor and its Subsidiaries from such Guaranteed Obligation the Facilities and (bii) the amount that such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of such the Guaranteed Obligation guaranteed hereunder Obligations (excluding the any amount thereof repaid by the Issuer of such Guaranteed ObligationBorrower or any other Guarantor) in the same proportion as such Guarantor’s net worth on at the date enforcement hereunder is sought hereunder bears to the aggregate net worth of all the Guarantors on such dateat the date enforcement hereunder is sought, then then, such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, pro rata, based on the respective net worth worths of such other Guarantors on such date; provided that any Guarantor’s right of reimbursement shall be subject to at the terms and conditions of Section 5 hereofdate enforcement hereunder is sought. For purposes of determining the net worth of any Guarantor in connection with the foregoing, all Guarantees guarantees of such Guarantor other than pursuant to this Agreement the Guaranty and any other guarantee of the Guaranteed Obligations will be deemed to be enforceable and payable after its obligations pursuant the Guaranty and any other guarantee of the Guaranteed Obligations. (b) Each Guarantor’s right of contribution under this Section 14 shall be subject to this Agreementthe terms and conditions of Section 4. The provisions of this Section 3 14 shall in no respect limit the obligations and liabilities of any Guarantor to the Guaranteed Agents and the Secured Parties, and each Guarantor shall remain liable to the Guaranteed Agents and the Secured Parties for the full amount guaranteed by such Guarantor hereunder. Each Guarantor agrees to contribute, to the maximum extent permitted by applicable law, such amounts to each other Guarantor so as to maximize the aggregate amount paid to the Secured Parties under or in respect of the Loan Documents.

Right of Contribution. (i) In addition to all such rights of indemnity and subrogation as the Guarantors may have under any Requirement of Law (but subject to Section 2(c)), each Borrower agrees that in the event a payment shall be made by any Guarantor under its guarantee for the Secured Obligations, such Borrower shall indemnify such Guarantor for the full amount of such payment. (ii) Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of made any payment made hereunder (including by way or assets of set-off rights being exercised against it), such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder who has not paid its proportionate share of such payment as set forth in this Section 3. To the extent that any Guarantor shall be required hereunder sold to pay any portion satisfy a claim of any Guaranteed Obligation guaranteed hereunder exceeding Secured Party and such Guarantor (the “Claiming Guarantor”) shall not have been indemnified as provided in clause (i) above, each other Guarantor (a “Contributing Guarantor”) shall indemnify the Claiming Guarantor in an amount equal to the amount of such payment or the greater of (a) the amount book value or the fair market value of such assets, as the case may be, multiplied by a fraction, the numerator of which shall be the net worth of the value actually received by such Contributing Guarantor and its Subsidiaries from such Guaranteed Obligation and (b) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of such Guaranteed Obligation guaranteed hereunder (excluding the amount thereof repaid by the Issuer of such Guaranteed Obligation) in the same proportion as such Guarantor’s net worth on the date enforcement is sought hereunder bears to hereof, and the aggregate denominator of which shall be the sum of the net worth of all the Guarantors on such date, then such the date hereof. Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this clause (ii) shall be reimbursed by such other Guarantors for subrogated to the amount rights of such excess, pro rata, based on Claiming Guarantor under clause (i) to the respective net worth extent of such other Guarantors on such date; provided that any payment. Each Guarantor’s right of reimbursement contribution shall be subject to the terms and conditions of Section 5 hereof. For purposes 2(c). (iii) If at any time there exists more than one Claiming Guarantor with respect to the guaranty of determining the net worth of any Guarantor in connection with the foregoingSecured Obligations, all Guarantees of such Guarantor then payment from other than Guarantors pursuant to this Agreement will Section 2(b) shall be deemed allocated among such Claiming Guarantors in proportion to be enforceable and payable after its obligations the total amount of money paid for or on account of the Secured Obligations by each such Claiming Guarantor pursuant to this Agreement. The provisions . (iv) If as a result of any reorganization, recapitalization or other corporate change in any of the Borrowers, or any of their Subsidiaries, or as a result of any amendment, waiver or modification of the terms and conditions governing this Agreement or any of the Secured Obligations, or for any other reason, the contributions under this Section 3 2(b) become inequitable, the parties hereto shall promptly modify and amend this Agreement to provide for an equitable allocation of contributions. All such modifications and amendments shall be in no respect limit writing and signed by all parties hereto. (v) The parties hereto acknowledge that the obligations right to contribution and liabilities indemnification hereunder shall each constitute an asset in favor of any Guarantor the party to the Guaranteed Parties, and each Guarantor shall remain liable to the Guaranteed Parties for the full amount guaranteed by which such Guarantor hereundercontribution or indemnification is owing.

Right of Contribution. Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder (including by way of set-off rights being exercised against it)hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder who which has not paid its proportionate share of such payment as set forth in this Section 3payment. To the extent that any Guarantor shall be required hereunder to pay any portion of any Guaranteed Obligation guaranteed hereunder exceeding the greater of (a) the amount of the value actually received by such Guarantor and its Subsidiaries from such Guaranteed Obligation and (b) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of such Guaranteed Obligation guaranteed hereunder (excluding the amount thereof repaid by the Issuer of such Guaranteed Obligation) in the same proportion as such Guarantor’s net worth on the date enforcement is sought hereunder bears to the aggregate net worth of all the Guarantors on such date, then such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, pro rata, based on the respective net worth of such other Guarantors on such date; provided that any Each Guarantor’s right of reimbursement contribution shall be subject to the terms and conditions of Section 5 hereof. For purposes of determining the net worth of any Guarantor in connection with the foregoing, all Guarantees of such Guarantor other than pursuant to this Agreement will be deemed to be enforceable and payable after its obligations pursuant to this Agreement2.3. The provisions of this Section 3 2.2 shall in no respect limit the obligations and liabilities of any Guarantor to the Guaranteed PartiesAdministrative Agent and the Lenders, and each Guarantor shall remain liable to the Guaranteed Parties Administrative Agent and the Lenders for the full amount guaranteed by such Guarantor hereunder. No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against any Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from any Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrowers on account of the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding (that is not cash collateralized to the reasonable satisfaction of the Issuing Lender in respect thereof) and the Revolving Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

Right of Contribution. Each Guarantor hereby agrees If any Obligor makes a payment in respect of the Secured Obligations that is less than its Payment Percentage (as calculated below) of the Secured Obligations, then, upon indefeasible payment in full in cash of the Secured Obligations, the Obligor making such proportionately smaller payment shall pay to the extent other Obligors that a Guarantor shall have paid more amount which is necessary such that the net payments made by all Obligors in respect of the Secured Obligations are shared among Obligors pro rata according to their respective Payment Percentages. If any Obligor receives any payment in respect of the Secured Obligations that is greater than its proportionate share Payment Percentage (as calculated below) of any the Secured Obligations, then the Obligor receiving such proportionately greater payment made hereunder (including shall pay to the other Obligors that amount which is necessary such that the payments received by way of set-off rights being exercised against it), such Guarantor all Obligors shall be entitled shared among all Obligors pro rata according to seek and receive contribution from and against any other Guarantor hereunder who has not paid its proportionate share of such payment as set forth in this Section 3their respective Payment Percentages. To the extent that any Guarantor Each Obligor's “Payment Percentage” shall be required hereunder to pay any portion of any Guaranteed Obligation guaranteed hereunder exceeding the greater of percentage calculated by dividing (a) the amount Net Worth of the value actually received such Obligor by such Guarantor and its Subsidiaries from such Guaranteed Obligation and (b) the amount such Guarantor would otherwise have paid if such Guarantor had paid sum of the aggregate amount Net Worth of such Guaranteed Obligation guaranteed hereunder (excluding all of the amount thereof repaid by the Issuer of such Guaranteed Obligation) in the same proportion Obligors, which Payment Percentage is subject to redetermination or adjustment as such Guarantor’s net worth on the date enforcement is sought hereunder bears hereinafter set forth. Notwithstanding anything to the aggregate net worth of all contrary contained herein, (i) the Guarantors on such dateshall have no contribution obligations under this Section 2 unless a Guarantor makes a payment in respect of the Secured Obligations, then such and (ii) the Net Worth of each Guarantor shall be reimbursed by such other Guarantors for included in the amount calculation of such excess, pro rata, based on the respective net worth of such other Guarantors on such date; provided that any Guarantor’s right of reimbursement shall be subject each Obligor's Payment Percentage only to the terms and conditions extent a Guarantor makes a payment in respect of Section 5 hereofthe Secured Obligations. For purposes of determining the net worth calculation (and any recalculation) of any Guarantor in connection with particular Obligor's Payment Percentage, such Obligor's “Net Worth” shall mean the foregoingamount, all Guarantees calculated as of the date such Guarantor other than pursuant to this Agreement will be deemed to be enforceable and payable after its obligations pursuant Obligor became a signatory to this Agreement, by which the sum of all of such Obligor's assets is greater than the sum of all of such Obligor's debts, at fair valuations, and after giving effect to the inclusion and exclusion of the matters included and excluded in determining whether a debtor is insolvent according to Section 548 of Title 11 of the United States Code; provided, however, that for the purpose of determining the “Net Worth” of any Obligor, no value shall be given to such Obligor's equity interest in any other Obligor. The This Section 2 shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become holders of, or continue to hold, any of the Secured Obligations, and such provisions are made for the benefit of the holders of any of the Secured Obligations, and such holders are made obligees hereunder and any of them may enforce the provisions of this Section 3 shall in no respect limit the obligations and liabilities of any Guarantor to the Guaranteed Parties, and each Guarantor shall remain liable to the Guaranteed Parties for the full amount guaranteed by such Guarantor hereunder2.