Common use of Rights of Contribution Clause in Contracts

Rights of Contribution. The Subsidiary Guarantors hereby agree, as between themselves, that if any Subsidiary Guarantor (an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of such Excess Funding Guarantor's Pro Rata Share (as defined below) of such Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT"), each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereof), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such Pro Rata Share, for the purpose of determining the amount due to the Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation of each other Subsidiary Guarantor to an Excess Funding Guarantor under this Section 6.7 shall be subordinate and subject in right of payment to the prior payment in full of the Obligations, and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment until payment and satisfaction in full of the Obligations. For the purposes hereof, "PRO RATA SHARE" shall mean, with respect to each Subsidiary Guarantor, the ratio (expressed as a percentage) of (a) the net worth of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as of the last day of the fiscal quarter of such Subsidiary Guarantor most recently ended prior to the date such Person became a Subsidiary Guarantor) to (b) the sum of the amounts determined pursuant to clause (a) for all of the Subsidiary Guarantors.

Rights of Contribution. The Subsidiary Guarantors hereby agreeagree as among themselves that, as between themselves, that if any Subsidiary Guarantor shall make an Excess Payment (as defined below), such Guarantor shall have a right of contribution from each other Guarantor in an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of amount equal to such Excess Funding other Guarantor's Pro Rata ’s Contribution Share (as defined below) of such Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT"), each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereof), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such Pro Rata Share, for the purpose of determining the amount due to the Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation obligations of each other Subsidiary Guarantor to an Excess Funding any Guarantor under this Section 6.7 18 shall be subordinate and subject in right of payment to the prior payment Obligations until such time as the Obligations have been paid in full in cash and all commitments to lend under the Purchase Agreement have expired or terminated, and none of the Obligations, and such Excess Funding Guarantor Guarantors shall not exercise any right or remedy with respect to under this Section 18 against any other Guarantor until such Excess Payment until payment and satisfaction Obligations have been paid in full of in cash and all commitments to lend under the ObligationsPurchase Agreement have expired or terminated. For purposes of this Section 18, (a) “Excess Payment” shall mean the purposes hereof, "PRO RATA SHARE" amount paid by any Guarantor in excess of its Ratable Share of any Obligations; (b) “Ratable Share” shall mean, for any Guarantor in respect of any payment of Obligations, the ratio (expressed as a percentage) as of the date of such payment of Obligations of (i) 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 Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the Companies and the Guarantors exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Guarantors hereunder) of the Companies and the Guarantors, provided, however, that, for purposes of calculating the Ratable Shares of the Guarantors in respect of any payment of Obligations, any Guarantor that became a Guarantor subsequent to the date of any such payment shall be deemed to have been a Guarantor on the date of such payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such payment; and (c) “Contribution Share” shall mean, for any Guarantor in respect to each Subsidiary of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) of (a) the net worth of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as of the last day date of such Excess Payment of (i) 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 Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the Obligations) of the fiscal quarter Companies and the Guarantors other than the maker of such Subsidiary Excess Payment; provided, however, that, for purposes of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor most recently ended prior that became a Guarantor subsequent to the date of any such Person Excess Payment shall be deemed to have been a Guarantor on the date of such Excess Payment and the financial information for such Guarantor as of the date such Guarantor became a Subsidiary Guarantor) Guarantor shall be utilized for such Guarantor in connection with such Excess Payment. This Section 18 shall not be deemed to (b) the sum affect any right of the amounts determined pursuant to clause (a) for all subrogation, indemnity, reimbursement or contribution that any Guarantor may have under law against any Company in respect of the Subsidiary Guarantorsany payment of Obligations.

Rights of Contribution. For the purposes of this Section 2.02 Existing Guarantors and the New Guarantors shall be individually referred to as "Guarantor" and collectively, as "Guarantors." The Subsidiary Guarantors hereby agree, as between themselves, that if any Subsidiary Guarantor (an "EXCESS FUNDING GUARANTORExcess Funding Guarantor") shall pay Guaranteed Indenture Obligations in excess of such the Excess Funding Guarantor's Pro Rata Share (as defined belowhereinafter defined) of such Guaranteed Obligations (such excess paymentIndenture Obligations, an "EXCESS PAYMENT"), each the other Subsidiary Guarantor Guarantors shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereof), pay to such the Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's their respective Pro Rata Share (of such Pro Rata Share, for the purpose Excess Funding Guarantor's payment. The payment obligation of determining the amount due any Guarantor to the any Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation of each other Subsidiary Guarantor to an Excess Funding Guarantor under this Section 6.7 2.02 shall be subordinate and subject in right of payment to the prior payment in full of the Obligations, obligations of such Guarantor under the other provisions of this Section II and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction in full of the Obligationsall of such obligations. For the purposes hereof, "PRO RATA SHAREPro Rata Share" shall mean, for any Guarantor, a percentage equal to the percentage of such Guarantor's Net Assets as of the Valuation Date (as defined in the next sentence) of the aggregate Net Assets of all of the Guarantors as at such date. For purposes of the preceding sentence, the "Valuation Date" shall mean the date hereof; provided that, if the Trustee requests from time to time that the Guarantors ratify and confirm their respective obligations under this Section II, they shall promptly do so pursuant to an instrument reasonably satisfactory to the Trustee and the Valuation Date shall mean the date of the latest such ratification and confirmation to occur at the request of the Trustee after the date hereof, and "Net Assets" shall mean with respect to each Subsidiary Guarantorany Guarantor as at any date, an amount equal to the ratio (expressed as a percentage) excess of (a) the net worth fair salable value of the assets of such Subsidiary Guarantor at such date (without taking into account the rights of such Guarantor under Section 3.08 of the Credit Agreement), and excluding the value of the shares of the stock or other equity interest owned by such Guarantor and any other Guarantor party to this Indenture, on such date over the amount that would be required to pay the probable liabilities of such Guarantor determined on an unconsolidated basis in accordance with GAAP as of such date (excluding the last day obligations of such Guarantor under Section 3 of the fiscal quarter of such Subsidiary Guarantor most recently ended prior to the date such Person became a Subsidiary GuarantorCredit Agreement) to (b) the sum of the amounts determined pursuant to clause (a) for on all of the Subsidiary Guarantorsits debts.

Rights of Contribution. The Subsidiary Guarantors hereby agreeagree as among themselves that, as between themselves, that if any Subsidiary Guarantor shall make an Excess Payment (as defined below), such Guarantor shall have a right of contribution from each other Guarantor in an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of amount equal to such Excess Funding other Guarantor's Pro Rata ’s Contribution Share (as defined below) of such Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT"), each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereof), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such Pro Rata Share, for the purpose of determining the amount due to the Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation obligations of each other Subsidiary Guarantor to an Excess Funding any Guarantor under this Section 6.7 18 shall be subordinate and subject in right of payment to the prior payment Obligations until such time as the Obligations have been paid in full in cash, and none of the Obligations, and such Excess Funding Guarantor Guarantors shall not exercise any right or remedy with respect to under this Section 18 against any other Guarantor until such Excess Payment until payment and satisfaction Obligations have been paid in full of the Obligationsin cash. For purposes of this Section 18, (a) “Excess Payment” shall mean the purposes hereof, "PRO RATA SHARE" amount paid by any Guarantor in excess of its Ratable Share of any Obligations; (b) “Ratable Share” shall mean, for any Guarantor in respect of any payment of Obligations, the ratio (expressed as a percentage) as of the date of such payment of Obligations of (i) 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 Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the Company and the Guarantors exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Guarantors hereunder) of the Company and the Guarantors, provided, that, for purposes of calculating the Ratable Shares of the Guarantors in respect of any payment of Obligations, any Guarantor that became a Guarantor subsequent to the date of any such payment shall be deemed to have been a Guarantor on the date of such payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such payment; and (c) “Contribution Share” shall mean, for any Guarantor in respect to each Subsidiary of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) of (a) the net worth of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as of the last day date of such Excess Payment of (i) 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 Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the Obligations) of the fiscal quarter Company and the Guarantors other than the maker of such Subsidiary Excess Payment; provided, however, that, for purposes of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor most recently ended prior that became a Guarantor subsequent to the date of any such Person Excess Payment shall be deemed to have been a Guarantor on the date of such Excess Payment and the financial information for such Guarantor as of the date such Guarantor became a Subsidiary Guarantor) Guarantor shall be utilized for such Guarantor in connection with such Excess Payment. This Section 18 shall not be deemed to (b) affect any right of subrogation, indemnity, reimbursement or contribution that any Guarantor may have under law against the sum Company in respect of the amounts determined pursuant to clause (a) for all any payment of the Subsidiary GuarantorsObligations.

Rights of Contribution. The Subsidiary Guarantors hereby agree, as between among themselves, that if any Subsidiary Guarantor (shall become an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of such Excess Funding Guarantor's Pro Rata Share Guarantor (as defined below) of such Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT"), each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereof), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such Pro Rata Shareas defined below and determined, for the purpose of determining the amount due to the Excess Funding Guarantor under this Section 6.7purpose, to be determined without reference to the properties, assets, liabilities and debts of such Excess Funding Guarantor) of such Excess PaymentPayment (as defined below). The payment obligation of each other Subsidiary any Guarantor to an any Excess Funding Guarantor under this Section 6.7 4.8 shall be subordinate and subject in right of payment to the prior payment in full of the Obligationsobligations of such Guarantor under the other provisions of this Section 4, and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction in full of the Obligationsall of such obligations. For the purposes hereof, (i) "PRO RATA SHAREExcess Funding -------------- Guarantor" shall mean, with in respect to each Subsidiary Guarantorof any obligations arising under the other --------- provisions of this Section 4 (hereafter, the ratio (expressed as "Guaranteed Obligations"), a percentage) ---------------------- Guarantor that has paid an amount in excess of (a) the net worth of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as its Pro Rata Share of the last day of the fiscal quarter of such Subsidiary Guarantor most recently ended prior to the date such Person became a Subsidiary GuarantorGuaranteed Obligations; (ii) to (b) the sum of the amounts determined pursuant to clause (a) for all of the Subsidiary Guarantors."

Rights of Contribution. The Subsidiary Guarantors hereby agree, as between among themselves, that if any Subsidiary Guarantor (shall become an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of such Excess Funding Guarantor's Pro Rata Share Guarantor (as defined below) by reason of the payment by such Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT")Guarantor of any Obligations, each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereof)Guarantor, pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's ’s Pro Rata Share (such Pro Rata Shareas defined below and determined, for the purpose of determining the amount due this purpose, without reference to the properties, debts and liabilities of such Excess Funding Guarantor) of the Excess Payment (as defined below) in respect of such Obligations; provided, however, that the payment obligation of a Guarantor to any Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation of each other Subsidiary Guarantor to an Excess Funding Guarantor under this Section 6.7 2.10 shall be subordinate and subject in right of payment to the prior payment Obligations in full accordance with Section 2.06 hereof. For purposes of the this Section 2.10, (i) “Excess Funding Guarantor” shall mean, in respect of any Obligations, and a Guarantor that has paid an amount in excess of its Pro Rata Share of such Obligations, (ii) “Excess Payment” shall mean, in respect of any Obligations, the amount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such Obligations and (iii) “Pro Rata Share” shall not exercise mean, for any right or remedy Guarantor, the fraction the numerator of which is (x) the amount by which the aggregate fair saleable value of all properties of such Guarantor (excluding any shares of stock of any other Guarantor) exceeds the amount of all the debts and liabilities of such Guarantor (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder and any obligations of any other Guarantor that have been guaranteed by such Guarantor) and the denominator of which is (y) the amount by which the aggregate fair saleable value of all properties of all of the Guarantors exceeds the amount of all the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Guarantors hereunder) of all the Guarantors, determined (A) with respect to such Excess Payment until payment and satisfaction in full any Guarantor that is a party hereto on the date hereof, as of the Obligations. For the purposes date hereof, "PRO RATA SHARE" shall mean, and (B) with respect to each Subsidiary any other Guarantor, the ratio (expressed as a percentage) of (a) the net worth of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as of the last day of the fiscal quarter of such Subsidiary Guarantor most recently ended prior to the date such Person became Guarantor becomes a Subsidiary Guarantor) to (b) the sum of the amounts determined pursuant to clause (a) for all of the Subsidiary Guarantors.

Rights of Contribution. 16.8 The Subsidiary Guarantors (other than the Account Party) hereby agree, as between themselves, that if any Subsidiary such Guarantor (shall become an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of such Excess Funding Guarantor's Pro Rata Share Guarantor (as defined below) by reason of the payment by such Guarantor of any Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT")Obligations, each other Subsidiary Guarantor (other than the Account Party) shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereofsentence), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's ’s Pro Rata Share (such Pro Rata Shareas defined below and determined, for the purpose of determining the amount due this purpose, without reference to the properties, debts and liabilities of such Excess Funding Guarantor) of the Excess Payment (as defined below) in respect of such Guaranteed Obligations. The payment obligation of a Guarantor to any Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation of each other Subsidiary Guarantor to an Excess Funding Guarantor under this Section 6.7 Clause shall be subordinate and subject in right of payment to the prior payment in full of the Obligations, obligations of such Guarantor under the other provisions of this Clause 16 and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction in full of the Obligationsall of such obligations. For purposes of this Clause, (i) Excess Funding Guarantor means, in respect of any Guaranteed Obligations, a Guarantor that has paid an amount in excess of its Pro Rata Share of such Guaranteed Obligations, (ii) Excess Payment means, in respect of any Guaranteed Obligations, the purposes hereofamount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such Guaranteed Obligations and (iii) Pro Rata Share means, "PRO RATA SHARE" shall mean, with respect to each Subsidiary for any Guarantor, the ratio (expressed as a percentage) of (ax) the net worth amount by which the aggregate present fair saleable value of all properties of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as excluding any shares of stock of any other Guarantor) exceeds the last day amount of all the fiscal quarter debts and liabilities of such Subsidiary Guarantor most recently ended prior to (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the date obligations of such Person became a Subsidiary Guarantor hereunder and any obligations of any other Guarantor that have been Guaranteed by such Guarantor) to (by) the sum amount by which the aggregate fair saleable value of the amounts determined pursuant to clause (a) for all properties of all of the Subsidiary GuarantorsGuarantors (other than the Account Party) exceeds the amount of all the debts and liabilities (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations of the Guarantors under this Clause 16) of all of the Guarantors (other than the Account Party), determined (A) with respect to any Guarantor that is a party hereto on the date hereof, as of the date hereof, and (B) with respect to any other Guarantor, as of the date such Guarantor becomes a Guarantor hereunder.

Rights of Contribution. The Subsidiary Guarantors hereby agree, as between among themselves, that if any Subsidiary Guarantor (shall become an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of such Excess Funding Guarantor's Pro Rata Share Guarantor (as defined below) of such Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT"), each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereofsucceeding provisions of this Section 13), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's ’s Pro Rata Share (such Pro Rata Shareas defined below and determined, for the purpose of determining the amount due to the Excess Funding Guarantor under this Section 6.7purpose, to be determined without reference to the properties, assets, liabilities and debts of such Excess Funding Guarantor) of such Excess PaymentPayment (as defined below). The payment obligation of each other Subsidiary any Guarantor to an any Excess Funding Guarantor under this Section 6.7 13 shall be subordinate and subject in right of payment to the prior payment in full of the Obligationsobligations of such Guarantor under the other provisions of this Guaranty, and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction in full of the Obligationsall of such obligations. For the purposes hereof, "PRO RATA SHARE" (i) “Excess Funding Guarantor” shall mean, with in respect to each Subsidiary of any obligations arising under the other provisions of this Guaranty (hereafter, the “Guaranteed Obligations”), a Guarantor that has paid an amount in excess of its Pro Rata Share of the Guaranteed Obligations; (ii) “Excess Payment” shall mean, in respect of any Guaranteed Obligations, the amount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such Guaranteed Obligations; and (iii) “Pro Rata Share”, for the purposes of this Section 13, shall mean, for any Guarantor, the ratio (expressed as a percentage) of (a) the net worth amount by which the aggregate present fair saleable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as of including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the last day of the fiscal quarter obligations of such Subsidiary Guarantor most recently ended prior to the date such Person became a Subsidiary Guarantorhereunder) to (b) the sum amount by which the aggregate present fair saleable value of all assets and other properties of the amounts determined pursuant to clause (a) for Borrower and all of the Subsidiary Guarantors exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Borrower and the Guarantors hereunder) of the Borrower and all of the Guarantors, all as of the Closing Date (if any Guarantor becomes a party hereto subsequent to the Closing Date, then for the purposes of this Section 13 such subsequent Guarantor shall be deemed to have been a Guarantor as of the Closing Date and the information pertaining to, and only pertaining to, such Guarantor as of the date such Guarantor became a Guarantor shall be deemed true as of the Closing Date).

Rights of Contribution. The Subsidiary Guarantors hereby agree, as between among themselves, that if any Subsidiary Guarantor (shall become an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of such Excess Funding Guarantor's Pro Rata Share Guarantor (as defined below) of such Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT"), each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereofsucceeding provisions of this Section), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such Pro Rata Shareas defined below and determined, for the purpose of determining the amount due to the Excess Funding Guarantor under this Section 6.7purpose, to be determined without reference to the properties, assets, liabilities and debts of such Excess Funding Guarantor) of such Excess PaymentPayment (as defined below). The payment obligation of each other Subsidiary any Guarantor to an any Excess Funding Guarantor under this Section 6.7 shall be subordinate and subject in right of payment to the prior payment in full of the Obligationsobligations of such Guarantor under the other provisions of this Section 3, and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction in full of the Obligationsall of such obligations. For the purposes hereof, (i) "PRO RATA SHAREExcess Funding Guarantor" shall mean, with in respect to each Subsidiary of any obligations arising under the other provisions of this Section 3 (hereafter, the "Guarantied Obligations"), a Guarantor that has paid an amount in excess of its Pro Rata Share of the Guarantied Obligations; (ii) "Excess Payment" shall mean, in respect of any Guarantied Obligations, the amount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such Guarantied Obligations; and (iii) "Pro Rata Share", for the purposes of this Section, shall mean, for any Guarantor, the ratio (expressed as a percentage) of (a) the net worth amount by which the aggregate present fair saleable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as of including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the last day of the fiscal quarter obligations of such Subsidiary Guarantor most recently ended prior to the date such Person became a Subsidiary Guarantorhereunder) to (b) the sum amount by which the aggregate present fair saleable value of all assets and other properties of the amounts determined pursuant to clause (a) for Borrower and all of the Subsidiary Guarantors exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Borrower and the Guarantors hereunder) of the Borrower and all of the Guarantors, all as of the Closing Date (if any Guarantor becomes a party hereto subsequent to the Closing Date, then for the purposes of this Section such subsequent Guarantor shall be deemed to have been a Guarantor as of the Closing Date and the information pertaining to, and only pertaining to, such Guarantor as of the date such Guarantor became a Guarantor shall be deemed true as of the Closing Date).

Rights of Contribution. The Subject to Section 11.02 above and the last two sentences of this Section 11.08, the Subsidiary Guarantors hereby agreeand Borrowers agree among themselves that, in connection with payments made hereunder, each Subsidiary Guarantor shall have contribution rights against the Borrowers and other Subsidiary Guarantors as between themselvespermitted under applicable law. Without limiting the foregoing, that if but subject to Section 11.02 above and the last two sentences of this Section 11.08, (a) to the extent any Subsidiary Guarantor is required, by reason of its obligations hereunder, to pay to the Administrative Agent or any Lender an amount greater than the amount of value (an "EXCESS FUNDING GUARANTOR"as determined in accordance with any applicable Debtor Relief Law) shall pay Guaranteed Obligations in excess actually made available to or for the benefit of such Excess Funding Guarantor's Pro Rata Share (as defined below) Subsidiary Guarantor on account of the Credit Agreement, this Subsidiary Guarantee or any other Loan Document, such Guaranteed Obligations (Subsidiary Guarantor shall have an enforceable right of contribution against the applicable Borrower and the remaining Subsidiary Guarantors, and the applicable Borrower and the remaining Subsidiary Guarantors shall be jointly and severally liable for repayment of the full amount of such excess payment; (b) to the extent that any Subsidiary Guarantor would, but for the operation of this Section 11.08 and by reason of its obligations hereunder or its obligations to other Subsidiary Guarantors herein, be rendered insolvent for any purpose under any applicable Debtor Relief Laws (or become no longer Solvent), such Subsidiary Guarantor shall have an enforceable right of contribution against the applicable Borrower and the remaining Subsidiary Guarantors, and the applicable Borrower and the remaining Subsidiary Guarantors shall be jointly and severally liable for repayment of, an "EXCESS PAYMENT"amount at least equal to the amount necessary to make such Subsidiary Guarantor Solvent and to prevent such Subsidiary Guarantor from having been rendered insolvent by reason of the incurrence of any such obligations; and (c) to the extent that any Subsidiary Guarantor would, but for the operation of this Section 11.08, be rendered insolvent under any Debtor Relief Law (or become no longer Solvent) by reason of its incurring of obligations to any other Subsidiary Guarantor under the foregoing provisions of Section 11.08(a) and (b), each other such Subsidiary Guarantor shall, on demand in turn, have rights of such Excess Funding Guarantor (but subject contribution, to the next sentence hereoffull extent provided in the foregoing provisions of Section 11.08(a) and (b), pay to against the applicable Borrower and the remaining Subsidiary Guarantors, such Excess Funding Guarantor an amount equal to such other that all obligations of all of the Subsidiary Guarantor's Pro Rata Share (such Pro Rata Share, for the purpose of determining the amount due to the Excess Funding Guarantor Guarantors hereunder and under this Section 6.7, to 11.08 shall be determined without reference allocated in a manner such that no Subsidiary Guarantor shall be rendered insolvent for any purpose under any applicable Debtor Relief Law by reason of its incurrence of such obligations. Notwithstanding anything contained herein to the Excess Funding Guarantor) of contrary, all such Excess Payment. The payment obligation of each other Subsidiary Guarantor to an Excess Funding Guarantor under contribution rights contained in this Section 6.7 11.08 shall be subordinate and subject in right of payment to the prior payment in full of the Obligations, and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment until payment and satisfaction in full of the Obligations. For the purposes hereof, "PRO RATA SHARE" shall mean, with respect to each Subsidiary Guarantor, the ratio (expressed as a percentage) of (a) the net worth obligations of such Subsidiary Guarantors under the Loan Documents and no Subsidiary Guarantor (determined on an unconsolidated basis shall exercise such rights of contribution until all Obligations have been paid in accordance with GAAP as full, the Letters of Credit are no longer outstanding and the last day of the fiscal quarter of Commitments have expired or been terminated. Each Subsidiary Guarantor further agrees that such Subsidiary Guarantor most recently ended prior shall have no right of recourse to security for the obligations, except through the exercise of rights of subrogation to the date such Person became a Subsidiary Guarantor) to (b) extent permitted under Section 11.02 and only after all Obligations have been paid in full, the sum Letters of Credit are no longer outstanding and the amounts determined pursuant to clause (a) for all of the Subsidiary GuarantorsAggregate Commitments have expired or been terminated.

Rights of Contribution. The Subsidiary Guarantors hereby agreeSubject to 12.02 above and the last two sentences of this Section 12.06, the Borrowers agree among themselves that, in connection with payments made hereunder, each Borrower shall have contribution rights against the other Borrower as between themselvespermitted under applicable law. Without limiting the foregoing, that if but subject to Section 12.02 above and the last two sentences of this Section 12.06, (a) to the extent either Borrower is required, by reason of its obligations hereunder, to pay to the Administrative Agent or any Subsidiary Guarantor Lender an amount greater than the amount of value (an "EXCESS FUNDING GUARANTOR"as determined in accordance with any applicable Debtor Relief Law) shall pay Guaranteed Obligations in excess actually made available to or for the benefit of such Excess Funding Guarantor's Pro Rata Share (as defined below) Borrower on account of the Credit Agreement, this Borrower Guarantee or any other Loan Document, such Guaranteed Obligations (Borrower shall have an enforceable right of contribution against the other Borrower, and the other Borrower shall be liable for repayment of the full amount of such excess payment; (b) to the extent that either Borrower would, but for the operation of this Section 12.06 and by reason of its obligations hereunder or its obligations to other Borrower herein, be rendered insolvent for any purpose under any applicable Debtor Relief Laws (or become no longer Solvent), such Borrower shall have an enforceable right of contribution against the other Borrower, and the remaining Borrower shall be liable for repayment of, an "EXCESS PAYMENT"amount at least equal to the amount necessary to make such Borrower Solvent and to prevent such Borrower from having been rendered insolvent by reason of the incurrence of any such obligations; and (c) to the extent that either Borrower would, but for the operation of this Section 12.06, be rendered insolvent under any Debtor Relief Law (or become no longer Solvent) by reason of its incurring of obligations to the other Borrower under the foregoing provisions of Section 12.06(a) and (b), each other Subsidiary Guarantor such Borrower shall, on demand in turn, have rights of such Excess Funding Guarantor (but subject contribution, to the next sentence hereoffull extent provided in the foregoing provisions of Section 12.06(a) and (b), pay to against the remaining Borrower, such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such Pro Rata Share, for that all obligations of all of the purpose of determining the amount due to the Excess Funding Guarantor Borrowers hereunder and under this Section 6.7, to 12.06 shall be determined without reference allocated in a manner such that no Borrower shall be rendered insolvent for any purpose under any applicable Debtor Relief Law by reason of its incurrence of such obligations. Notwithstanding anything contained herein to the Excess Funding Guarantor) of contrary, all such Excess Payment. The payment obligation of each other Subsidiary Guarantor to an Excess Funding Guarantor under contribution rights contained in this Section 6.7 12.06 shall be subordinate and subject in right of payment to the prior payment obligations of such Borrower under the Loan Documents and no Borrower shall exercise such rights of contribution until all Obligations have been paid in full of the Obligations, and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment until payment and satisfaction in full of the Obligations. For the purposes hereof, "PRO RATA SHARE" shall mean, with respect to each Subsidiary Guarantorfull, the ratio (expressed as a percentage) Letters of (a) Credit are no longer outstanding and the net worth Commitments have expired or been terminated. Each Borrower further agrees that such Borrower shall have no right of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as recourse to security for the obligations, except through the exercise of the last day rights of the fiscal quarter of such Subsidiary Guarantor most recently ended prior subrogation to the date such Person became a Subsidiary Guarantor) to (b) extent permitted under Section 12.02 and only after all Obligations have been paid in full, the sum Letters of Credit are no longer outstanding and the amounts determined pursuant to clause (a) for all of the Subsidiary GuarantorsAggregate Commitments have expired or been terminated.

Rights of Contribution. The Subsidiary Guarantors hereby agree, as between themselves, that if any Subsidiary Guarantor (shall become an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of such Excess Funding Guarantor's Pro Rata Share Guarantor (as defined below) by reason of the payment by such Guarantor of any Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT")Obligations, each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereofsentence), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's ’s Pro Rata Share (such Pro Rata Shareas defined below and determined, for the purpose of determining the amount due this purpose, without reference to the properties, debts and liabilities of such Excess Funding Guarantor) of the Excess Payment (as defined below) in respect of such Guaranteed Obligations. The payment obligation of a Guarantor to any Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation of each other Subsidiary Guarantor to an Excess Funding Guarantor under this Section 6.7 13.08 shall be subordinate and subject in right of payment to the prior payment in full of the Obligations, obligations of such Guarantor under the other provisions of this Section 13 and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction in full of the Obligationsall of such obligations. For purposes of this Section 13.08, (i) “Excess Funding Guarantor” means, in respect of any Guaranteed Obligations, a Guarantor that has paid an amount in excess of its Pro Rata Share of such Guaranteed Obligations, (ii) “Excess Payment” means, in respect of any Guaranteed Obligations, the purposes hereofamount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such Guaranteed Obligations and (iii) “Pro Rata Share” means, "PRO RATA SHARE" shall mean, with respect to each Subsidiary for any Guarantor, the ratio (expressed as a percentage) of (ax) the net worth amount by which the aggregate present fair saleable value of all properties of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as excluding any shares of stock of any other Guarantor) exceeds the last day amount of all the fiscal quarter debts and liabilities of such Subsidiary Guarantor most recently ended prior to (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the date obligations of such Person became a Subsidiary Guarantor hereunder and any obligations of any other Guarantor that have been Guaranteed by such Guarantor) to (by) the sum amount by which the aggregate fair saleable value of the amounts determined pursuant to clause (a) for all properties of all of the Subsidiary Guarantors exceeds the amount of all the debts and liabilities (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations of the Borrower and the Guarantors hereunder and under the other Loan Documents) of all of the Guarantors, determined (A) with respect to any Guarantor that is a party hereto on the date hereof, as of the date hereof, and (B) with respect to any other Guarantor, as of the date such Guarantor becomes a Guarantor hereunder.

Rights of Contribution. The Subsidiary Guarantors hereby agree, as between among themselves, that if any Subsidiary Guarantor (shall become an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of such Excess Funding Guarantor's Pro Rata Share Guarantor (as defined below) of such Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT"), each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereof), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such Pro Rata Shareas defined below and determined, for the purpose of determining the amount due to the Excess Funding Guarantor under this Section 6.7purpose, to be determined without reference to the properties, assets, liabilities and debts of such Excess Funding Guarantor) of such Excess PaymentPayment (as defined below). The payment obligation of each other Subsidiary any Guarantor to an any Excess Funding Guarantor under this Section 6.7 4.8 shall be subordinate and subject in right of payment to the prior payment in full of the Obligationsobligations of such Guarantor to the extent and until such time as set forth in the third sentence of Section 4.2, and until such time such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment until payment and satisfaction in full of the Obligationsexcess. For the purposes hereof, (i) "PRO RATA SHAREExcess Funding Guarantor" shall mean, in respect of any obligations arising under the other provisions of this Section 4 (hereafter, the "Guaranteed Obligations"), a Guarantor that has made an Excess Payment; (ii) "Excess Payment" shall mean, in respect of any Guaranteed Obligations, the amount paid by a Guarantor in excess of the sum of (A) the lesser of its Pro Rata Share of such Guaranteed Obligations and the maximum amount that such Guarantor is required to pay in respect of such obligations pursuant to Section 4.7; and (B) the aggregate amount of payments made by Borrower to such Guarantor in respect of such Guaranteed Obligations in accordance with the third sentence of Section 4.2 and (iii) "Pro Rata Share", in respect to each Subsidiary of any determination for the purposes of this Section 4.8, shall mean, for any Guarantor, the ratio (expressed as a percentage) of (a) the net worth amount by which the aggregate present fair saleable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as of including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the last day of the fiscal quarter obligations of such Subsidiary Guarantor most recently ended prior to the date such Person became a Subsidiary Guarantorhereunder) to (b) the sum amount by which the aggregate present fair saleable value of all assets and other properties of the amounts determined pursuant to clause (a) for Borrower and all of the Subsidiary Guarantors exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Borrower and the Guarantors hereunder) of the Borrower and all of the Guarantors, all as of the time of such determination.

Rights of Contribution. The Subsidiary Guarantors hereby agree, as between among themselves, that if any Subsidiary Guarantor (shall become an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of such Excess Funding Guarantor's Pro Rata Share Guarantor (as defined below) by reason of the payment by such Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT")Guarantor of any Obligations, each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereof)Guarantor, pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such Pro Rata Shareas defined below and determined, for the purpose of determining the amount due this purpose, without reference to the properties, debts and liabilities of such Excess Funding Guarantor) of the Excess Payment (as defined below) in respect of such Obligations; provided, however, that the payment obligation of a Guarantor to any Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation of each other Subsidiary Guarantor to an Excess Funding Guarantor under this Section 6.7 2.10 shall be subordinate and subject in right of payment to the prior payment Obligations in full accordance with Section 2.06 hereof. For purposes of the Obligationsthis Section 2.10, and such (i) "Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment until payment and satisfaction in full of the Obligations. For the purposes hereof, "PRO RATA SHAREGuarantor" shall mean, in respect of any Obligations, a Guarantor that has paid an amount in excess of its Pro Rata Share of such Obligations, (ii) "Excess Payment" shall mean, in respect of any Obligations, the amount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such Obligations and (iii) "Pro Rata Share" shall mean, for any Guarantor, the fraction the numerator of which is (x) the amount by which the aggregate fair saleable value of all properties of such Guarantor (excluding any shares of stock of any other Guarantor) exceeds the amount of all the debts and liabilities of such Guarantor (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder and any obligations of any other Guarantor that have been guaranteed by such Guarantor) and the denominator of which is (y) the amount by which the aggregate fair saleable value of all properties of all of the Guarantors exceeds the amount of all the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Guarantors hereunder) of all the Guarantors, determined (A) with respect to each Subsidiary Guarantorany Guarantor that is a party hereto on the date hereof, the ratio (expressed as a percentage) of (a) the net worth of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as of the last day date hereof, and (B) with respect to any other Guarantor, as of the fiscal quarter of such Subsidiary Guarantor most recently ended prior to the date such Person became Guarantor becomes a Subsidiary Guarantor) to (b) the sum of the amounts determined pursuant to clause (a) for all of the Subsidiary Guarantors.

Rights of Contribution. For the purposes of this Section 2.02 Existing Guarantors and each New Guarantor shall be individually referred to as "Guarantor" and collectively, as "Guarantors." The Subsidiary Guarantors hereby agree, as between themselves, that if any Subsidiary Guarantor (an "EXCESS FUNDING GUARANTORExcess Funding Guarantor") shall pay Guaranteed Indenture Obligations in excess of such the Excess Funding Guarantor's Pro Rata Share (as defined belowhereinafter defined) of such Guaranteed Obligations (such excess paymentIndenture Obligations, an "EXCESS PAYMENT"), each the other Subsidiary Guarantor Guarantors shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereof), pay to such the Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's their respective Pro Rata Share (of such Pro Rata Share, for the purpose Excess Funding Guarantor's payment. The payment obligation of determining the amount due any Guarantor to the any Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation of each other Subsidiary Guarantor to an Excess Funding Guarantor under this Section 6.7 2.02 shall be subordinate and subject in right of payment to the prior payment in full of the Obligations, obligations of such Guarantor under the other provisions of this Section II and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction in full of the Obligationsall of such obligations. For the purposes hereof, "PRO RATA SHAREPro Rata Share" shall mean, for any Guarantor, a percentage equal to the percentage of such Guarantor's Net Assets as of the Valuation Date (as defined in the next sentence) of the aggregate Net Assets of all of the Guarantors as at such date. For purposes of the preceding sentence, the "Valuation Date" shall mean the date hereof; provided that, if the Trustee requests from time to time that the Guarantors ratify and confirm their respective obligations under this Section II, they shall promptly do so pursuant to an instrument reasonably satisfactory to the Trustee and the Valuation Date shall mean the date of the latest such ratification and confirmation to occur at the request of the Trustee after the date hereof, and "Net Assets" shall mean with respect to each Subsidiary Guarantorany Guarantor as at any date, an amount equal to the ratio (expressed as a percentage) excess of (a) the net worth fair salable value of the assets of such Subsidiary Guarantor at such date (without taking into account the rights of such Guarantor under Section 3.08 of the Credit Agreement), and excluding the value of the shares of the stock or other equity interest owned by such Guarantor and any other Guarantor party to this Indenture, on such date over the amount that would be required to pay the probable liabilities of such Guarantor determined on an unconsolidated basis in accordance with GAAP as of such date (excluding the last day obligations of such Guarantor under Section 3 of the fiscal quarter of such Subsidiary Guarantor most recently ended prior to the date such Person became a Subsidiary GuarantorCredit Agreement) to (b) the sum of the amounts determined pursuant to clause (a) for on all of the Subsidiary Guarantorsits debts.

Rights of Contribution. The Subsidiary Guarantors hereby agreeagree as among themselves that, as between themselves, that if any Subsidiary Guarantor shall make an Excess Payment (as defined below), such Guarantor shall have a right of contribution from each other Guarantor in an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of amount equal to such Excess Funding other Guarantor's Pro Rata ’s Contribution Share (as defined below) of such Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT"), each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereof), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such Pro Rata Share, for the purpose of determining the amount due to the Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation obligations of each other Subsidiary Guarantor to an Excess Funding any Guarantor under this Section 6.7 16 shall be subordinate and subject in right of payment to the prior payment Obligations until such time as the Obligations have been paid in full in cash and all commitments to lend under the Purchase Agreement have expired or terminated, and none of the Obligations, and such Excess Funding Guarantor Guarantors shall not exercise any right or remedy with respect to under this Section 16 against any other Guarantor until such Excess Payment until payment and satisfaction Obligations have been paid in full of in cash and all commitments to lend under the ObligationsPurchase Agreement have expired or terminated. For purposes of this Section 16, (a) “Excess Payment” shall mean the purposes hereof, "PRO RATA SHARE" amount paid by any Guarantor in excess of its Ratable Share of any Obligations; (b) “Ratable Share” shall mean, for any Guarantor in respect of any payment of Obligations, the ratio (expressed as a percentage) as of the date of such payment of Obligations of (i) 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 Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the Companies and the Guarantors exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Guarantors hereunder) of the Companies and the Guarantors, provided, however, that, for purposes of calculating the Ratable Shares of the Guarantors in respect of any payment of Obligations, any Guarantor that became a Guarantor subsequent to the date of any such payment shall be deemed to have been a Guarantor on the date of such payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such payment; and (c) “Contribution Share” shall mean, for any Guarantor in respect to each Subsidiary of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) of (a) the net worth of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as of the last day date of such Excess Payment of (i) 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 Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the Obligations) of the fiscal quarter Companies and the Guarantors other than the maker of such Subsidiary Excess Payment; provided, however, that, for purposes of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor most recently ended prior that became a Guarantor subsequent to the date of any such Person Excess Payment shall be deemed to have been a Guarantor on the date of such Excess Payment and the financial information for such Guarantor as of the date such Guarantor became a Subsidiary Guarantor) Guarantor shall be utilized for such Guarantor in connection with such Excess Payment. This Section 16 shall not be deemed to (b) the sum affect any right of the amounts determined pursuant to clause (a) for all subrogation, indemnity, reimbursement or contribution that any Guarantor may have under law against any Company in respect of the Subsidiary Guarantorsany payment of Obligations.

Rights of Contribution. The Subsidiary Guarantors hereby agree, as between among themselves, that if any Subsidiary Guarantor (shall become an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of such Excess Funding Guarantor's Pro Rata Share Guarantor (as defined below) by reason of the payment by such Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT")Guarantor of any Obligations, each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereof)Guarantor, pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such Pro Rata Shareas defined below and determined, for the purpose of determining the amount due this purpose, without reference to the properties, debts and liabilities of such Excess Funding Guarantor) of the Excess Payment (as defined below) in respect of such Obligations; provided, however, that the payment obligation of a Guarantor to any Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation of each other Subsidiary Guarantor to an Excess Funding Guarantor under this Section 6.7 2.10 shall be subordinate and subject in right of payment to the prior payment Obligations in full accordance with Section 2.06 hereof. For purposes of the Obligationsthis section 2.10, and such (i) "Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment until payment and satisfaction in full of the Obligations. For the purposes hereof, "PRO RATA SHAREGuarantor" shall mean, in respect of any Obligations, a Guarantor that has paid an amount in excess of its Pro Rata Share of such Obligations, (ii) "Excess Payment" shall mean, in respect of any Obligations, the amount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such Obligations and (iii) "Pro Rata Share" shall mean, for any Guarantor, the fraction the numerator of which is (x) the amount by which the aggregate fair saleable value of all properties of such Guarantor (excluding any shares of stock of any other Guarantor) exceeds the amount of all the debts and liabilities of such Guarantor (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder and any obligations of any other Guarantor that have been Guaranteed by such Guarantor) and the denominator of which is (y) the amount by which the aggregate fair saleable value of all properties of all of the Guarantors exceeds the amount of all the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Guarantors hereunder) of all the Guarantors, determined (A) with respect to each Subsidiary Guarantorany Guarantor that is a party hereto on the date hereof, the ratio (expressed as a percentage) of (a) the net worth of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as of the last day date hereof, and (B) with respect to any other Guarantor, as of the fiscal quarter of such Subsidiary Guarantor most recently ended prior to the date such Person became Guarantor becomes a Subsidiary Guarantor) to (b) the sum of the amounts determined pursuant to clause (a) for all of the Subsidiary Guarantors.

Rights of Contribution. For the purposes of this Section 2.02 Existing Guarantors and each New Guarantor shall be individually referred to as "Guarantor" and collectively, as "Guarantors." The Subsidiary Guarantors hereby agree, as between themselves, that if any Subsidiary Guarantor (an "EXCESS FUNDING GUARANTORExcess Funding Guarantor") shall pay Guaranteed Indenture Obligations in excess of such the Excess Funding Guarantor's Pro Rata Share (as defined belowhereinafter defined) of such Guaranteed Obligations (such excess paymentIndenture Obligations, an "EXCESS PAYMENT"), each the other Subsidiary Guarantor Guarantors shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereof), pay to such the Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's their respective Pro Rata Share (of such Pro Rata Share, for the purpose Excess Funding Guarantor's payment. The payment obligation of determining the amount due any Guarantor to the any Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation of each other Subsidiary Guarantor to an Excess Funding Guarantor under this Section 6.7 2.02 shall be subordinate and subject in right of payment to the prior payment in full of the Obligations, obligations of such Guarantor under the other provisions of this Section II and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction in full of the Obligationsall of such obligations. For the purposes hereof, "PRO RATA SHAREPro Rata Share" shall mean, for any Guarantor, a percentage equal to the percentage of such Guarantor's Net Assets as of the Valuation Date (as defined in the next sentence) of the aggregate Net Assets of all of the Guarantors as at such date. For purposes of the preceding sentence, the "Valuation Date" shall mean the date hereof; provided that, if the Trustee requests from time to time that the Guarantors ratify and confirm their respective obligations under this Section II, they shall promptly do so pursuant to an instrument reasonably satisfactory to the Trustee and the Valuation Date shall mean the date of the latest such ratification and confirmation to occur at the request of the Trustee after the date hereof, and "Net Assets" shall mean with respect to each Subsidiary Guarantorany Guarantor as at any date, an amount equal to the ratio (expressed as a percentage) excess of (a) the net worth fair salable value of the assets of such Subsidiary Guarantor at such date (without taking into account the rights of such Guarantor under Section 3.08 of the Credit Agreement), and excluding the value of the shares of the stock or other equity interest owned by such Guarantor and any other Guarantor party to this Indenture, on such date over the amount that would be required to pay the probable liabilities of such Guarantor determined on an unconsolidated basis in accordance with GAAP as of such date (excluding the last day obligations of such Guarantor under Section 3 of the fiscal quarter of such Subsidiary Guarantor most recently ended prior to the date such Person became a Subsidiary GuarantorCredit Agreement) to (b) the sum of the amounts determined pursuant to clause (a) for on all of the Subsidiary Guarantors.its debts. Section III

Rights of Contribution. The Subsidiary Guarantors Guarantor and each other Person providing a Guaranty pursuant to the Credit Agreement from time to time, including those Persons executing the Acknowledgment to this Guaranty (collectively, the "GROUP GUARANTORS"), hereby agree, as between themselves, among themselves and for the benefit of each of them. that if any Subsidiary Guarantor (in such capacity, an "EXCESS FUNDING GUARANTOR") shall pay make any payment in respect of any of the Guaranteed Obligations in excess hereunder (a "GUARANTEE PAYMENT") as a result of which such Excess Funding Guarantor's Guarantor shall have paid more than its Pro Rata Share (as defined below) of such the Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT")Obligations, each other Subsidiary Group Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereof), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Group Guarantor's Pro Rata Share (such Pro Rata Share, for the purpose of determining the amount due to the Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Guarantee Payment. The payment obligation of each other Subsidiary any Group Guarantor to an any Excess Funding Guarantor under this Section 6.7 SECTION 4 shall be subordinate and subject in right of payment to the prior payment in full in cash of the Obligations, Guaranteed Obligations (in favor of the Lender Parties) and termination of all the Commitments and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction in full all of the Obligationsforegoing shall have occurred. For the purposes hereof, "PRO RATA SHARE" shall mean, with respect to each Subsidiary for any Group Guarantor, the ratio (expressed as a percentagepercentage and determined as of the date of the most recent financial statements provided to the Lender Parties pursuant to CLAUSE (a) or (b) of SECTION 8.1.1. of the Credit Agreement) of (a) the net worth sum of the unconsolidated stockholders equity of such Subsidiary Group Guarantor plus the net amount (determined on an unconsolidated basis in accordance with GAAP as if greater than zero) of any obligations owed by such Group Guarantor to all the last day of the fiscal quarter of such Subsidiary Guarantor most recently ended prior to the date such Person became a Subsidiary Guarantor) Borrowers to (b) the sum of the amounts determined pursuant unconsolidated stockholders equity of all the Group Guarantors plus the net amount (if greater than zero) of any obligations owed by all the Group Guarantors to clause all the Borrowers (a) for all it being understood and agreed that, in the case of the Subsidiary Guarantorsany Group Guarantor that is also a Borrower, such Group Guarantor shall not be considered to owe any obligation to itself in its capacity as such Borrower).

Rights of Contribution. 16.8 The Subsidiary Guarantors (other than the Account Party) hereby agree, as between themselves, that if any Subsidiary such Guarantor (shall become an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of such Excess Funding Guarantor's Pro Rata Share Guarantor (as defined below) by reason of the payment by such Guarantor of any Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT")Obligations, each other Subsidiary Guarantor (other than the Account Party) shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereofsentence), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such Pro Rata Shareas defined below and determined, for the purpose of determining the amount due this purpose, without reference to the properties, debts and liabilities of such Excess Funding Guarantor) of the Excess Payment (as defined below) in respect of such Guaranteed Obligations. The payment obligation of a Guarantor to any Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation of each other Subsidiary Guarantor to an Excess Funding Guarantor under this Section 6.7 Clause shall be subordinate and subject in right of payment to the prior payment in full of the Obligations, obligations of such Guarantor under the other provisions of this Clause 16 and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction in full of the Obligationsall of such obligations. For purposes of this Clause, (i) EXCESS FUNDING GUARANTOR means, in respect of any Guaranteed Obligations, a Guarantor that has paid an amount in excess of its Pro Rata Share of such Guaranteed Obligations, (ii) EXCESS PAYMENT means, in respect of any Guaranteed Obligations, the purposes hereof, "amount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such Guaranteed Obligations and (iii) PRO RATA SHARE" shall meanSHARE means, with respect to each Subsidiary for any Guarantor, the ratio (expressed as a percentage) of (ax) the net worth amount by which the aggregate present fair saleable value of all properties of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as excluding any shares of stock of any other Guarantor) exceeds the last day amount of all the fiscal quarter debts and liabilities of such Subsidiary Guarantor most recently ended prior to (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the date obligations of such Person became a Subsidiary Guarantor hereunder and any obligations of any other Guarantor that have been Guaranteed by such Guarantor) to (by) the sum amount by which the aggregate fair saleable value of the amounts determined pursuant to clause (a) for all properties of all of the Subsidiary GuarantorsGuarantors (other than the Account Party) exceeds the amount of all the debts and liabilities (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations of the Guarantors under this Clause 16) of all of the Guarantors (other than the Account Party), determined (A) with respect to any Guarantor that is a party hereto on the date hereof, as of the date hereof, and (B) with respect to any other Guarantor, as of the date such Guarantor becomes a Guarantor hereunder.

Rights of Contribution. The Subsidiary Guarantors hereby agreeagree as among themselves that, as between themselves, that if any Subsidiary Guarantor shall make an Excess Payment (as defined below), such Guarantor shall have a right of contribution from each other Guarantor in an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of amount equal to such Excess Funding other Guarantor's Pro Rata ’s Contribution Share (as defined below) of such Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT"), each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereof), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such Pro Rata Share, for the purpose of determining the amount due to the Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation obligations of each other Subsidiary Guarantor to an Excess Funding any Guarantor under this Section 6.7 16 shall be subordinate and subject in right of payment to the prior payment Obligations until such time as the Obligations have been paid in full in cash and all commitments to lend under the Note Purchase Agreement have expired or terminated, and none of the Obligations, and such Excess Funding Guarantor Guarantors shall not exercise any right or remedy with respect to under this Section 16 against any other Guarantor until such Excess Payment until payment and satisfaction Obligations have been paid in full of in cash and all commitments to lend under the ObligationsNote Purchase Agreement have expired or terminated. For purposes of this Section 16, (a) “Excess Payment” shall mean the purposes hereof, "PRO RATA SHARE" amount paid by any Guarantor in excess of its Ratable Share of any Obligations; (b) “Ratable Share” shall mean, for any Guarantor in respect of any payment of Obligations, the ratio (expressed as a percentage) as of the date of such payment of Obligations of (i) 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 Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of Companies and Guarantors exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Guarantors hereunder) of the Companies and Guarantors, provided, however, that, for purposes of calculating the Ratable Shares of the Guarantors in respect of any payment of Obligations, any Guarantor that became a Guarantor subsequent to the date of any such payment shall be deemed to have been a Guarantor on the date of such payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such payment; and (c) “Contribution Share” shall mean, for any Guarantor in respect to each Subsidiary of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) of (a) the net worth of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as of the last day date of such Excess Payment of (i) 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 Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the Obligations) of Companies and Guarantors other than the maker of such Excess Payment; provided, however, that, for purposes of calculating the Contribution Shares of the fiscal quarter Guarantors in respect of such Subsidiary any Excess Payment, any Guarantor most recently ended prior that became a Guarantor subsequent to the date of any such Person Excess Payment shall be deemed to have been a Guarantor on the date of such Excess Payment and the financial information for such Guarantor as of the date such Guarantor became a Subsidiary Guarantor) Guarantor shall be utilized for such Guarantor in connection with such Excess Payment. This Section 16 shall not be deemed to (b) the sum affect any right of the amounts determined pursuant to clause (a) for all subrogation, indemnity, reimbursement or contribution that any Guarantor may have under law against any Company in respect of the Subsidiary Guarantorsany payment of Obligations.

Rights of Contribution. The Subsidiary Guarantors hereby agree, as between themselves, that if any Subsidiary Guarantor (shall become an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of such Excess Funding Guarantor's Pro Rata Share Subsidiary Guarantor (as defined below) by reason of the payment by such Subsidiary Guarantor of any Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT")Obligations, each other Subsidiary Guarantor shall, on demand of such Excess Funding Subsidiary Guarantor (but subject to the next sentence hereofsentence), pay to such Excess Funding Subsidiary Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such Pro Rata Shareas defined below and determined, for the purpose of determining the amount due to the Excess Funding Guarantor under this Section 6.7purpose, to be determined without reference to the Properties, debts and liabilities of such Excess Funding Subsidiary Guarantor) of the Excess Payment (as defined below) in respect of such Excess PaymentGuaranteed Obligations. The payment obligation of each other a Subsidiary Guarantor to an any Excess Funding Subsidiary Guarantor under this Section 6.7 6.07 shall be subordinate and subject in right of payment to the prior payment in full of the Obligations, obligations of such Subsidiary Guarantor under the other provisions of this Section 6 and such Excess Funding Subsidiary Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction in full of the Obligationsall of such obligations. For the purposes hereofof this Section 6.07, (a) "PRO RATA SHAREExcess Funding Subsidiary Guarantor" shall mean, with in respect to each of any Guaranteed Obligations, a Subsidiary Guarantor that has paid an amount in excess of its Pro Rata Share of such Guaranteed Obligations, (b) "Excess Payment" shall mean, in respect of any Guaranteed Obligations, the amount paid by an Excess Funding Subsidiary Guarantor in excess of its Pro Rata Share of such Guaranteed Obligations and (c) "Pro Rata Share" shall mean, for any Subsidiary Guarantor, the ratio (expressed as a percentage) of (ai) the net worth amount by which the aggregate present fair saleable value of all Properties of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as excluding any shares of stock of any other Subsidiary Guarantor) exceeds the last day amount of all the fiscal quarter debts and liabilities of such Subsidiary Guarantor most recently ended prior to (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the date obligations of such Person became a Subsidiary Guarantor hereunder and any obligations of any other Subsidiary Guarantor that have been Guaranteed by such Subsidiary Guarantor) to (bii) the sum amount by which the aggregate fair saleable value of all Properties of the amounts determined pursuant to clause Company and all of the Subsidiary Guarantors exceeds the amount of all the debts and liabilities (aincluding contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations of the Company and the Subsidiary Guarantors hereunder) for of the Company and all of the Subsidiary Guarantors, all as of the Closing Date. If any Subsidiary becomes a Subsidiary Guarantor hereunder subsequent to the Closing Date, then for purposes of this Section 6.07 such subsequent Subsidiary Guarantor shall be deemed to have been a Subsidiary Guarantor as of the Closing Date and the aggregate present fair saleable value of the Properties, and the amount of the debts and liabilities, of such Subsidiary Guarantor as of the Closing Date shall be deemed to be equal to such value and amount on the date such Subsidiary Guarantor becomes a Subsidiary Guarantor hereunder.

Rights of Contribution. The Company and each Subsidiary Guarantors Guarantor hereby agreeagree that, to the extent that a Subsidiary Guarantor shall have paid an amount hereunder to any Beneficiary that is greater than the net value of the benefits received, directly or indirectly, by such paying Subsidiary Guarantor as between themselvesa result of the issuance and sale of the Notes, that if such paying Subsidiary Guarantor shall be entitled to contribution from the Company or any Subsidiary Guarantor (an "EXCESS FUNDING GUARANTOR") shall pay that has not paid its proportionate share, based on benefits received as a result of the issuance and sale of the Notes, of the Guaranteed Obligations in excess of such Excess Funding Guarantor's Pro Rata Share (Obligations. Any amount payable as defined below) of such Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT"), each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereof), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such Pro Rata Share, for the purpose of determining the amount due to the Excess Funding Guarantor a contribution under this Section 6.7, to 20.1(g) shall be determined without reference as of the date on which the related payment or distribution is made by the Subsidiary Guarantor seeking contribution, and each of the Company and the Subsidiary Guarantors acknowledges that the right to the Excess Funding Guarantor) contribution hereunder shall constitute an asset of such Excess Payment. The payment obligation of each other Subsidiary Guarantor to an Excess Funding Guarantor under which such contribution is owed. Notwithstanding the foregoing, the provisions of this Section 6.7 20.1(g) shall be subordinate in no respect limit the obligations and subject liabilities of any Subsidiary Guarantor to the Beneficiaries hereunder or under any other Transaction Document, and each Subsidiary Guarantor shall remain liable for the full payment and performance guaranteed hereunder. Any indebtedness or other obligations of the Company or a Subsidiary Guarantor now or hereafter held by or owing to any Subsidiary Guarantor is hereby subordinated in time and right of payment to the prior payment in full all indebtedness or other obligations of the Obligations, Company and such Excess Funding Guarantor shall not exercise the Subsidiary Guarantors to any right or remedy with respect to such Excess Payment until payment and satisfaction in full of the Obligations. For the purposes hereof, "PRO RATA SHARE" shall mean, with respect to each Subsidiary Guarantor, the ratio (expressed as a percentage) of (a) the net worth of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as of the last day of the fiscal quarter of such Subsidiary Guarantor most recently ended prior to the date such Person became a Subsidiary Guarantor) to (b) the sum of the amounts determined pursuant to clause (a) for all of the Subsidiary GuarantorsBeneficiaries under the Notes, this Agreement or any other Transaction Document.

Rights of Contribution. The Subsidiary Guarantors Guarantor and each other Person providing a Guaranty pursuant to the Credit Agreement from time to time, including those Persons executing the Acknowledgment to this Guaranty (collectively, the "GROUP GUARANTORS"), hereby agree, as between themselvesamong themselves and for the benefit of each of them, that if any Subsidiary Guarantor (in such capacity, an "EXCESS FUNDING GUARANTOR") shall pay make any payment in respect of any of the Guaranteed Obligations in excess hereunder (a "GUARANTEE PAYMENT") as a result of which such Excess Funding Guarantor's Guarantor shall have paid more than its Pro Rata Share (as defined below) of such the Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT")Obligations, each other Subsidiary Group Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereof), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Group Guarantor's Pro Rata Share (such Pro Rata Share, for the purpose of determining the amount due to the Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Guarantee Payment. The payment obligation of each other Subsidiary any Group Guarantor to an any Excess Funding Guarantor under this Section 6.7 SECTION 4 shall be subordinate and subject in right of payment to the prior payment in full in cash of the Obligations, Guaranteed Obligations (in favor of the Lender Parties) and termination of all the Commitments and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction in full all of the Obligationsforegoing shall have occurred. For the purposes hereof, "PRO RATA SHARE" shall mean, with respect to each Subsidiary for any Group Guarantor, the ratio (expressed as a percentagepercentage and determined as of the date of the most recent financial statements provided to the Lender Parties pursuant to CLAUSE (a) or (b) of SECTION 8.1.1 of the Credit Agreement) of (a) the net worth sum of the unconsolidated stockholders equity of such Subsidiary Group Guarantor plus the net amount (determined on an unconsolidated basis in accordance with GAAP as if greater than zero) of any obligations owed by such Group Guarantor to all the last day of the fiscal quarter of such Subsidiary Guarantor most recently ended prior to the date such Person became a Subsidiary Guarantor) Borrowers to (b) the sum of the amounts determined pursuant unconsolidated stockholders equity of all the Group Guarantors plus the net amount (if greater than zero) of any obligations owed by all the Group Guarantors to clause all the Borrowers (a) for all it being understood and agreed that, in the case of the Subsidiary Guarantorsany Group Guarantor that is also a Borrower, such Group Guarantor shall not be considered to owe any obligation to itself in its capacity as such Borrower).

Rights of Contribution. The Subsidiary Guarantors hereby agree, as between themselves, that if any Subsidiary Guarantor (shall become an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of such Excess Funding Guarantor's Pro Rata Share Guarantor (as defined below) by reason of the payment by such Guarantor of any Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT")Obligations, each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereofsentence), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such Pro Rata Shareas defined below and determined, for the purpose of determining the amount due this purpose, without reference to the properties, debts and liabilities of such Excess Funding Guarantor) of the Excess Payment (as defined below) in respect of such Guaranteed Obligations. The payment obligation of a Guarantor to any Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation of each other Subsidiary Guarantor to an Excess Funding Guarantor under this Section 6.7 3.8 shall be subordinate and subject in right of payment to the prior payment in full of the Obligations, obligations of such Guarantor under the other provisions of this Article III and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction in full of the Obligationsall of such obligations. For purposes of this Section 3.8, (i) "Funding Guarantor means, in respect of any Guaranteed Obligations, a Guarantor that has paid an amount in excess of its Pro Rata Share of such Guaranteed Obligations, (ii) "Payment means, in respect of any Guaranteed Obligations, the purposes hereofamount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such Guaranteed Obligations and (iii) "Rata Share means, "PRO RATA SHARE" shall mean, with respect to each Subsidiary for any Guarantor, the ratio (expressed as a percentage) of (ax) the net worth amount by which the aggregate present fair saleable value of all properties of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as excluding any shares of stock of, or ownership interest in, any other Guarantor) exceeds the last day amount of all the fiscal quarter debts and liabilities of such Subsidiary Guarantor most recently ended prior to (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the date obligations of such Person became a Subsidiary Guarantor hereunder and any obligations of any other Guarantor that have been Guaranteed by such Guarantor) to (by) the sum amount by which the aggregate fair saleable value of the amounts determined pursuant to clause (a) for all properties of all of the Subsidiary GuarantorsCredit Parties exceeds the amount of all the debts and liabilities (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations of the Borrower and the Guarantors hereunder and under the other Note Purchase Documents) of all of the Credit Parties, determined (A) with respect to any Guarantor that is a party hereto on the Effective Date, as of the Effective Date, and (B) with respect to any other Guarantor, as of the date such Guarantor becomes a Guarantor hereunder.

Rights of Contribution. The Subsidiary Guarantors hereby agree, as As between themselves, the Subsidiary Guarantors agree that if any Subsidiary Guarantor (shall become an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of such Excess Funding Guarantor's Pro Rata Share (as defined below) Guarantor by reason of the payment by such Subsidiary Guarantor of any Guaranteed Obligations (such excess paymentObligations, an "EXCESS PAYMENT"), then each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereofsentence), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's ’s Pro Rata Share (such Pro Rata Sharedetermined, for the purpose of determining the amount due this purpose, without reference to the properties, debts and liabilities of such Excess Funding Guarantor) of the Excess Payment in respect of such Guaranteed Obligations. The payment obligation of a Subsidiary Guarantor to any Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation of each other Subsidiary Guarantor to an Excess Funding Guarantor under this Section 6.7 2.08 shall be subordinate and subject in right of payment to the prior payment in full in cash of the Obligations, and obligations of such Subsidiary Guarantor under the other provisions of this Section 2. Such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction the Guaranteed Obligations are Paid in full of the ObligationsFull. For purposes of this Section 2.08, (i) “Excess Funding Guarantor” means, in respect of any Guaranteed Obligations, a Subsidiary Guarantor that has paid an amount in excess of its Pro Rata Share of such Guaranteed Obligations, (ii) “Excess Payment” means, in respect of any Guaranteed Obligations, the purposes hereofamount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such Guaranteed Obligations and (iii) “Pro Rata Share” means, "PRO RATA SHARE" shall mean, with respect to each for any Subsidiary Guarantor, the ratio (expressed as a percentage) of (ax) the net worth amount by which the aggregate fair saleable value of all properties of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as excluding any Shares of stock or other equity interest of any other Subsidiary Guarantor) exceeds the last day amount of all the fiscal quarter debts and liabilities of such Subsidiary Guarantor most recently ended prior to (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the date obligations of such Person became a Subsidiary Guarantor hereunder and any obligations of any other Subsidiary Guarantor that have been Guaranteed by such Subsidiary Guarantor) to (by) the sum amount by which the aggregate fair saleable value of all properties of all of the amounts determined pursuant to clause Subsidiary Guarantors exceeds the amount of all the debts and liabilities (aincluding contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations of the Subsidiary Guarantors hereunder and under the other Loan Documents) for of all of the Subsidiary Guarantors, determined (A) with respect to any Subsidiary Guarantor that is a party hereto on the Effective Date, as of the Effective Date, and (B) with respect to any other Subsidiary Guarantor, as of the date such Subsidiary Guarantor becomes a Subsidiary Guarantor hereunder.

Rights of Contribution. The Subsidiary Guarantors hereby agreeagree as among themselves that, as between themselves, that if any Subsidiary Guarantor shall make an Excess Payment (as defined below), such Guarantor shall have a right of contribution from each other Guarantor in an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of amount equal to such Excess Funding other Guarantor's Pro Rata ’s Contribution Share (as defined below) of such Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT"), each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereof), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such Pro Rata Share, for the purpose of determining the amount due to the Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation obligations of each other Subsidiary Guarantor to an Excess Funding any Guarantor under this Section 6.7 10.06 shall be subordinate and subject in right of payment to the prior payment Obligations until such time as the Obligations have been satisfied in full in cash, and none of the Obligations, and such Excess Funding Guarantor Guarantors shall not exercise any right or remedy with respect to under this Section 10.06 against any other Guarantor until such Excess Payment until payment and satisfaction Obligations have been satisfied in full of the Obligationsin cash. For purposes of this Section 10.06, (a) “Excess Payment” shall mean the purposes hereof, "PRO RATA SHARE" amount paid by any Guarantor in excess of its Ratable Share of any Guaranteed Obligations; (b) “Ratable Share” shall mean, for any Guarantor in respect of any payment of Obligations, the ratio (expressed as a percentage) as of the date of such payment of Guaranteed Obligations of (i) 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 Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of all of the Loan Parties exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Loan Parties hereunder) of the Loan Parties; provided, however, that, for purposes of calculating the Ratable Shares of the Guarantors in respect of any payment of Obligations, any Guarantor that became a Guarantor subsequent to the date of any such payment shall be deemed to have been a Guarantor on the date of such payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such payment; (c) “Contribution Share” shall mean, for any Guarantor in respect to each Subsidiary of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) as of the date of such Excess Payment of (ai) the net worth 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 (determined including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the Loan Parties other than the maker of such Excess Payment exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Loan Parties) of the Loan Parties other than the maker of such Excess Payment; provided, however, that, for purposes of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor that became a Guarantor subsequent to the date of any such Excess Payment shall be deemed to have been a Guarantor on an unconsolidated basis the date of such Excess Payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such Excess Payment; and (d) “Guaranteed Obligations” shall mean the Obligations guaranteed by the Guarantors pursuant to this Article X. This Section 10.06 shall not be deemed to affect any right of subrogation, indemnity, reimbursement or contribution that any Guarantor may have under Law against the Borrower in respect of any payment of Guaranteed Obligations. Notwithstanding the foregoing, all rights of contribution against any Guarantor shall terminate from and after such time, if ever, that such Guarantor shall be relieved of its obligations in accordance with GAAP as of the last day of the fiscal quarter of such Subsidiary Guarantor most recently ended prior to the date such Person became a Subsidiary Guarantor) to (b) the sum of the amounts determined pursuant to clause (a) for all of the Subsidiary GuarantorsSection 9.10.

Rights of Contribution. The Subsidiary Guarantors Guarantor Subsidiaries hereby agree, as between themselves, that if any Guarantor Subsidiary Guarantor (an "EXCESS FUNDING GUARANTOR"“Excess Funding Guarantor”) shall pay Guaranteed Obligations in excess of such Excess Funding Guarantor's ’s Pro Rata Share (as defined below) of such Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT"“Excess Payment”), each other Guarantor Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereof), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Guarantor Subsidiary’s Pro Rata Share (such Pro Rata Share, for the purpose of determining the amount due to the Excess Funding Guarantor under this Section 6.72.6, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation of each other Guarantor Subsidiary Guarantor to an Excess Funding Guarantor under this Section 6.7 2.6 shall be subordinate and subject in right of payment to the prior payment in full of the Obligationsobligations of such Guarantor Subsidiary under the other provisions of this Section 2, and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment until payment and satisfaction in full of the Obligationsall of such obligations. For the purposes hereof, "PRO RATA SHARE" “Pro Rata Share” shall mean, with respect to each Subsidiary GuarantorGuarantor Subsidiary, the ratio (expressed as a percentagepercentage and determined as of the date hereof) of (a) the net worth amount by which the aggregate value of all of the assets of such Guarantor Subsidiary Guarantor at their present fair saleable value exceeds the amount of all the debts and liabilities (determined on an unconsolidated basis in accordance with GAAP as of including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the last day of the fiscal quarter obligations of such Guarantor Subsidiary under this Section 2) of such Guarantor most recently ended prior to the date such Person became a Subsidiary Guarantor) to (b) the sum amount by which the aggregate value of the amounts determined pursuant to clause (a) for all of the Subsidiary Guarantorsassets of all of the Guarantor Subsidiaries at their present fair saleable value exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations of such Guarantor Subsidiaries under this Section 2) of all of the Guarantor Subsidiaries.

Rights of Contribution. The Subsidiary Guarantors hereby agree, as between among themselves, that if any Subsidiary Guarantor (shall become an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of such Excess Funding Guarantor's Pro Rata Share Guarantor (as defined below) of such Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT"), each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereofhereof and to subsection (b) below), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such Pro Rata Shareas defined below and determined, for the purpose of determining the amount due to the Excess Funding Guarantor under this Section 6.7purpose, to be determined without reference to the properties, assets, liabilities and debts of such Excess Funding Guarantor) of such Excess PaymentPayment (as defined below). The payment obligation of each other Subsidiary any Guarantor to an any Excess Funding Guarantor under this Section 6.7 5.8 shall be subordinate and subject in right of payment to the prior payment in full of the Obligationsobligations of such Guarantor under the other provisions of this Section 5, and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction in full of the Obligationsall of such obligations. For the purposes hereof, (i) "PRO RATA SHAREExcess Funding Guarantor" shall mean, with in respect to each Subsidiary of any obligations arising under the other provisions of this Section 5 (hereafter, the "Guaranteed Obligations"), a Guarantor that has paid an amount in excess of its Pro Rata Share of the Guaranteed Obligations; (ii) "Excess Payment" shall mean, in respect of any Guaranteed Obligations, the amount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such Guaranteed Obligations; and (iii) "Pro Rata Share", for the purposes of this Section 5.8, shall mean, for any Guarantor, the ratio (expressed as a percentage) of (a) the net worth amount by which the aggregate present fair saleable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as of including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the last day of the fiscal quarter obligations of such Subsidiary Guarantor most recently ended prior to the date such Person became a Subsidiary Guarantorhereunder) to (b) the sum amount by which the aggregate present fair saleable value of all assets and other properties of the amounts determined pursuant to clause (a) for Borrower and all of the Subsidiary Guarantors exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Borrower and the Guarantors hereunder) of the Borrower and all of the Guarantors, all as of the Closing Date (if any Guarantor becomes a party hereto subsequent to the Closing Date, then for the purposes of this Section 5.8 such subsequent Guarantor shall be deemed to have been a Guarantor as of the Closing Date and the information pertaining to, and only pertaining to, such Guarantor as of the date such Guarantor became a Guarantor shall be 44 deemed true as of the Closing Date).

Rights of Contribution. The Subsidiary Guarantors hereby agree, as between among themselves, that if any Subsidiary Guarantor (shall become an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of such Excess Funding Guarantor's Pro Rata Share Guarantor (as defined below) of such Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT"), each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereofsucceeding provisions of this Section 4.6), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such Pro Rata Shareas defined below and determined, for the purpose of determining the amount due to the Excess Funding Guarantor under this Section 6.7purpose, to be determined without reference to the properties, assets, liabilities and debts of such Excess Funding Guarantor) of such Excess PaymentPayment (as defined below). The payment obligation of each other Subsidiary any Guarantor to an any Excess Funding Guarantor under this Section 6.7 4.6 shall be subordinate and subject in right of payment to the prior payment in full of the Obligationsobligations of such Guarantor under the other provisions of this Section 4, and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction in full of the Obligationsall of such obligations. For the purposes hereof, (i) "PRO RATA SHAREExcess Funding Guarantor" shall mean, with in respect to each Subsidiary of any obligations arising under the other provisions of this Section 4 (hereafter, the "Guaranteed Obligations"), a Guarantor that has paid an amount in excess of its Pro Rata Share of the Guaranteed Obligations; (ii) "Excess Payment" shall mean, in respect of any Guaranteed Obligations, the amount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such Guaranteed Obligations; and (iii) "Pro Rata Share", for the purposes of this Section 4.6, shall mean, for any Guarantor, the ratio (expressed as a percentage) of (a) the net worth amount by which the aggregate present fair saleable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as of including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the last day of the fiscal quarter obligations of such Subsidiary Guarantor most recently ended prior to the date such Person became a Subsidiary Guarantorhereunder) to (b) the sum amount by which the aggregate present fair saleable value of all assets and other properties of the amounts determined pursuant to clause (a) for Borrower and all of the Subsidiary Guarantors exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Borrower and the Guarantors hereunder) of the Borrower and all of the Guarantors, all as of the Closing Date (if any Guarantor becomes a party hereto subsequent to the Closing Date, then for the purposes of this Section 4.6 such subsequent Guarantor shall be deemed to have been a Guarantor as of the Closing Date and the information pertaining to, and only pertaining to, such Guarantor as of the date such Guarantor became a Guarantor shall be deemed true as of the Closing Date).

Rights of Contribution. The Subsidiary Guarantors hereby agree, as between themselves, that if any Subsidiary Guarantor (an "EXCESS FUNDING GUARANTORExcess Funding Guarantor") shall pay Guaranteed Obligations in excess of such the Excess Funding Guarantor's Pro Rata Share (as defined belowhereinafter defined) of such Guaranteed Obligations (such excess paymentObligations, an "EXCESS PAYMENT"), each the other Subsidiary Guarantor Guarantors shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereof), pay to such the Excess Funding Guarantor an amount equal to their respective Pro Rata Shares of such other Subsidiary Excess Funding Guarantor's Pro Rata Share (such Pro Rata Share, for the purpose payment. The payment obligation of determining the amount due any Subsidiary Guarantor to the any Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation of each other Subsidiary Guarantor to an Excess Funding Guarantor under this Section 6.7 6.07 shall be subordinate and subject in right of payment to the prior payment in full of the Obligations, obligations of such Subsidiary Guarantor under the other provisions of this Section 6 and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction in full of the Obligationsall of such obligations. For the purposes hereof, "PRO RATA SHAREPro Rata Share" shall mean, with respect to each for any Subsidiary Guarantor, a percentage equal to the ratio (expressed percentage that such Subsidiary Guarantor's Tangible Net Worth as of the Closing Date is of the aggregate Tangible Net Worth of all of the Subsidiary Guarantors as of the Closing Date. If any Subsidiary of the Company becomes a percentage) Subsidiary Guarantor hereunder subsequent to the Closing Date, then for purposes of (a) this Section 6.07 such subsequent Subsidiary Guarantor shall be deemed to have been a Subsidiary Guarantor as of the net worth Closing Date and the Tangible Net Worth of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as of the last day of Closing Date shall be deemed to be equal to such Tangible Net Worth on the fiscal quarter of date such Subsidiary Guarantor most recently ended prior to the date such Person became becomes a Subsidiary Guarantor) to (b) the sum of the amounts determined pursuant to clause (a) for all of the Subsidiary GuarantorsGuarantor hereunder.

Rights of Contribution. The Subsidiary Guarantors hereby agree, as between themselves, that if any Subsidiary Guarantor (shall become an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of such Excess Funding Guarantor's Pro Rata Share Guarantor (as defined below) by reason of the payment by such Subsidiary Guarantor of any Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT")Obligations, each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereofsentence), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such Pro Rata Shareas defined below and determined, for the purpose of determining the amount due this purpose, without reference to the Properties, debts and liabilities of such Excess Funding Guarantor) of the Excess Payment (as defined below) in respect of such Guaranteed Obligations. The payment obligation of a Subsidiary Guarantor to any Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation of each other Subsidiary Guarantor to an Excess Funding Guarantor under this Section 6.7 6.07 shall be subordinate and subject in right of payment to the prior payment in full of the Obligations, obligations of such Subsidiary Guarantor under the other provisions of this Section 6 and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction in full of the Obligationsall of such obligations. For the purposes hereofof this Section 6.07, (a) "PRO RATA SHAREExcess Funding Guarantor" shall mean, with in respect to each of any Guaranteed Obligations, a Subsidiary Guarantor that has paid an amount in excess of its Pro Rata Share of such Guaranteed Obligations, (b) "Excess Payment" shall mean, in respect of any Guaranteed Obligations, the amount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such Guaranteed Obligations and (c) "Pro Rata Share" shall mean, for any Subsidiary Guarantor, the ratio (expressed as a percentage) of (ai) the net worth amount by which the aggregate present fair saleable value of all Properties of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as excluding any shares of stock of any other Subsidiary Guarantor) exceeds the last day amount of all the fiscal quarter debts and liabilities of such Subsidiary Guarantor most recently ended prior to (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the date obligations of such Person became a Subsidiary Guarantor hereunder and any obligations of any other Subsidiary Guarantor that have been Guaranteed by such Subsidiary Guarantor) to (bii) the sum amount by which the aggregate fair saleable value of all Properties of the amounts determined pursuant to clause Company and all of the Subsidiary Guarantors exceeds the amount of all the debts and liabilities (aincluding contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations of the Company and the Subsidiary Guarantors hereunder) for of the Company and all of the Subsidiary Guarantors, all as of the Closing Date. If any Subsidiary becomes a Subsidiary Guarantor hereunder subsequent to the Closing Date, then for purposes of this Section 6.07 such subsequent Subsidiary Guarantor shall be deemed to have been a Subsidiary Guarantor as of the Closing Date and the aggregate present fair saleable value of the Properties, and the amount of the debts and liabilities, of such Subsidiary Guarantor as of the Closing Date shall be deemed to be equal to such value and amount on the date such Subsidiary Guarantor becomes a Subsidiary Guarantor hereunder.

Rights of Contribution. The Subsidiary Guarantors Guarantor and each other Person providing a Guaranty pursuant to the Credit Agreement from time to time, including those Persons executing the Acknowledgment to this Guaranty (collectively, the "GROUP GUARANTORS"), hereby agree, as between themselvesamong themselves and for the benefit of each of them, that if any Subsidiary Group Guarantor (in such capacity an "EXCESS FUNDING GUARANTOR") shall pay make any payment in respect of any of the Guaranteed Obligations in excess hereunder (a "GUARANTEE PAYMENT") as a result of which such Excess Funding Guarantor's Guarantor shall have paid more than its Pro Rata Share (as defined below) of such the Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT")Obligations, each other Subsidiary Group Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereof), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Group Guarantor's Pro Rata Share (such Pro Rata Share, for the purpose of determining the amount due to the Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Guarantee Payment. The payment obligation of each other Subsidiary any Share of such Guarantee Payment. The payment obligation of any Group Guarantor to an any Excess Funding Guarantor under this Section 6.7 SECTION 5 shall be subordinate and subject in right of payment to the prior payment in full in cash of the Obligations, Guaranteed Obligations (in favor of the Lender Parties) and termination of all the Commitments and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction in full all of the Obligationsforegoing shall have occurred. For the purposes hereof, "PRO RATA SHARE" shall mean, with respect to each Subsidiary for any Group Guarantor, the ratio (expressed as a percentagepercentage and determined as of the date of the most recent financial statements provided to the Lender Parties pursuant to CLAUSE (A) or (B) of SECTION 8.1.1 of the Credit Agreement) of (a) the net worth sum of the unconsolidated stockholders equity of such Subsidiary Group Guarantor plus the net amount (determined on an unconsolidated basis in accordance with GAAP as if greater than zero) of any obligations owed by such Group Guarantor to all the last day of the fiscal quarter of such Subsidiary Guarantor most recently ended prior to the date such Person became a Subsidiary Guarantor) Borrowers to (b) the sum of the amounts determined pursuant unconsolidated stockholders equity of all the Group Guarantors plus the net amount (if greater than zero) of any obligations owed by all the Group Guarantors to clause all the Borrowers (a) for all it being understood and agreed that, in the case of the Subsidiary Guarantorsany Group Guarantor that is also a Borrower, such Group Guarantor shall not be considered to owe any obligation to itself in its capacity as such Borrower).

Rights of Contribution. The Subsidiary Guarantors hereby agree, as between among themselves, that if any Subsidiary Guarantor (shall become an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of such Excess Funding Guarantor's Pro Rata Share Guarantor (as defined below) of such Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT"), each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereofhereof and to subsection (b) below), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such Pro Rata Shareas defined below and determined, for the purpose of determining the amount due to the Excess Funding Guarantor under this Section 6.7purpose, to be determined without reference to the properties, assets, liabilities and debts of such Excess Funding Guarantor) of such Excess PaymentPayment (as defined below). The payment obligation of each other Subsidiary any Guarantor to an any Excess Funding Guarantor under this Section 6.7 4.6 shall be subordinate and subject in right of payment to the prior payment in full of the Obligationsobligations of such Guarantor under the other provisions of this Section 4, and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction in full of the Obligationsall of such obligations. For the purposes hereof, (i) "PRO RATA SHAREExcess Funding Guarantor" shall mean, with in respect to each Subsidiary of any obligations arising under the other provisions of this Section 4 (hereafter, the "Guaranteed Obligations"), a Guarantor that has paid an amount in excess of its Pro Rata Share of the Guaranteed Obligations; (ii) "Excess Payment" shall mean, in respect of any Guaranteed Obligations, the amount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such Guaranteed Obligations; and (iii) "Pro Rata Share", for the purposes of this Section 4.6, shall mean, for any Guarantor, the ratio (expressed as a percentage) of (a) the net worth amount by which the aggregate present fair saleable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as of including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the last day of the fiscal quarter obligations of such Subsidiary Guarantor most recently ended prior to the date such Person became a Subsidiary Guarantorhereunder) to (b) the sum amount by which the aggregate present fair saleable value of all assets and other properties of the amounts determined pursuant to clause (a) for Borrower and all of the Subsidiary Guarantors exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Borrower and the Guarantors hereunder) of the Borrower and all of the Guarantors, all as of the Closing Date (if any Guarantor becomes a party hereto subsequent to the Closing Date, then for the purposes of this Section 4.6 such subsequent Guarantor shall be deemed to have been a Guarantor as of the Closing Date and the information pertaining to, and only pertaining to, such Guarantor as of the date such Guarantor became a Guarantor shall be deemed true as of the Closing Date).

Rights of Contribution. The Subsidiary Guarantors hereby agree, as between themselves, that if any Subsidiary Guarantor (shall become an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of such Excess Funding Guarantor's Pro Rata Share Guarantor (as defined below) by reason of the payment by such Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT")Subsidiary Guarantor of any Obligations, each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereofsentence), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's ’s Pro Rata Share (such Pro Rata Shareas defined below and determined, for the purpose of determining the amount due this purpose, without reference to the properties, debts and liabilities of such Excess Funding Guarantor) of the Excess Payment (as defined below) in respect of such Obligations. The payment obligation of a Subsidiary Guarantor to any Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation of each other Subsidiary Guarantor to an Excess Funding Guarantor under this Section 6.7 2.07 shall be subordinate and subject in right of payment to the prior payment in full of the Obligations, obligations of such Subsidiary Guarantor under the other provisions of this Section 2 and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction in full of the Obligationsall of such obligations. For purposes of this Section 2.07, (i) “Excess Funding Guarantor” means, in respect of any Obligations, a Subsidiary Guarantor that has paid an amount in excess of its Pro Rata Share of such Obligations, (ii) “Excess Payment” means, in respect of any Obligations, the purposes hereofamount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such Obligations and (iii) “Pro Rata Share” means, "PRO RATA SHARE" shall mean, with respect to each for any Subsidiary Guarantor, the ratio (expressed as a percentage) of (ax) the net worth amount by which the aggregate fair saleable value of all properties of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as excluding any shares of stock or other equity interest of any other Subsidiary Guarantor) exceeds the last day amount of all the fiscal quarter debts and liabilities of such Subsidiary Guarantor most recently ended prior to (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the date obligations of such Person became a Subsidiary Guarantor hereunder and any Subsidiary Guarantee Agreement obligations of any other Subsidiary Guarantor that have been Guaranteed by such Subsidiary Guarantor) to (by) the sum amount by which the aggregate fair saleable value of all properties of all of the amounts determined pursuant to clause Subsidiary Guarantors exceeds the amount of all the debts and liabilities (aincluding contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations of the Subsidiary Guarantors hereunder and under the other Loan Documents) for of all of the Subsidiary Guarantors, determined, with respect to each Subsidiary Guarantor, as of the date that the Guarantee under this Section 2 shall become effective with respect to such Subsidiary Guarantor.

Rights of Contribution. The Subsidiary Guarantors hereby agreeagree as among themselves that, as between themselves, that if any Subsidiary Guarantor shall make an Excess Payment (as defined below), such Guarantor shall have a right of contribution from each other Guarantor in an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of amount equal to such Excess Funding other Guarantor's Pro Rata ’s Contribution Share (as defined below) of such Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT"), each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereof), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such Pro Rata Share, for the purpose of determining the amount due to the Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation obligations of each other Subsidiary Guarantor to an Excess Funding any Guarantor under this Section 6.7 16 shall be subordinate and subject in right of payment to the prior payment Obligations until such time as the Obligations have been paid in full in cash and all commitments to lend under the Purchase Agreement have expired or terminated, and none of the Obligations, and such Excess Funding Guarantor Guarantors shall not exercise any right or remedy with respect to under this Section 16 against any other Guarantor until such Excess Payment until payment and satisfaction Obligations have been paid in full of in cash and all commitments to lend under the ObligationsPurchase Agreement have expired or terminated. For purposes of this Section 16, (a) “Excess Payment” shall mean the purposes hereof, "PRO RATA SHARE" amount paid by any Guarantor in excess of its Ratable Share of any Obligations; (b) “Ratable Share” shall mean, for any Guarantor in respect of any payment of Obligations, the ratio (expressed as a percentage) as of the date of such payment of Obligations of (i) 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 Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the Companies and the Guarantors exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Guarantors hereunder) of the Companies and the Guarantors, provided, however, that, for purposes of calculating the Ratable Shares of the Guarantors in respect of any payment of Obligations, any Guarantor that became a Guarantor subsequent to the date of any such payment shall be deemed to have been a Guarantor on the date of such payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such payment; and (c) “Contribution Share” shall mean, for any Guarantor in respect to each Subsidiary of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) of (a) the net worth of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as of the last day date of such Excess Payment of (i) 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 Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the Obligations) of the fiscal quarter Companies and the Guarantors other than the maker of such Subsidiary Excess Payment; provided, however, that, for purposes of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor most recently ended prior that became a Guarantor subsequent to the date of any such Person Excess Payment shall be deemed to have been a Guarantor on the date of such Excess Payment and the financial information for such Guarantor as of the date such Guarantor became a Subsidiary Guarantor) Guarantor shall be utilized for such Guarantor in connection with such Excess Payment. This Section 16 shall not be deemed to (b) the sum affect any right of the amounts determined pursuant to clause (a) for all subrogation, indemnity, reimbursement or contribution that any Guarantor may have under law against any Company in respect of the Subsidiary Guarantors.any payment of Obligations. [rest of page intentionally left blank; signature page follows]

Rights of Contribution. For the purposes of this Section 2.02 Existing Guarantors and the New Guarantor shall be individually referred to as "Guarantor" and collectively, as "Guarantors." The Subsidiary Guarantors hereby agree, as between themselves, that if any Subsidiary Guarantor (an "EXCESS FUNDING GUARANTORExcess Funding Guarantor") shall pay Guaranteed Indenture Obligations in excess of such the Excess Funding Guarantor's Pro Rata Share (as defined belowhereinafter defined) of such Guaranteed Obligations (such excess paymentIndenture Obligations, an "EXCESS PAYMENT"), each the other Subsidiary Guarantor Guarantors shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereof), pay to such the Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's their respective Pro Rata Share (of such Pro Rata Share, for the purpose Excess Funding Guarantor's payment. The payment obligation of determining the amount due any Guarantor to the any Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation of each other Subsidiary Guarantor to an Excess Funding Guarantor under this Section 6.7 2.02 shall be subordinate and subject in right of payment to the prior payment in full of the Obligations, obligations of such Guarantor under the other provisions of this Section II and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction in full of the Obligationsall of such obligations. For the purposes hereof, "PRO RATA SHAREPro Rata Share" shall mean, for any Guarantor, a percentage equal to the percentage of such Guarantor's Net Assets as of the Valuation Date (as defined in the next sentence) of the aggregate Net Assets of all of the Guarantors as at such date. For purposes of the preceding sentence, the "Valuation Date" shall mean the date hereof; provided that, if the Trustee requests from time to time that the Guarantors ratify and confirm their respective obligations under this Section II, they shall promptly do so pursuant to an instrument reasonably satisfactory to the Trustee and the Valuation Date shall mean the date of the latest such ratification and confirmation to occur at the request of the Trustee after the date hereof, and "Net Assets" shall mean with respect to each Subsidiary Guarantorany Guarantor as at any date, an amount equal to the ratio (expressed as a percentage) excess of (a) the net worth fair salable value of the assets of such Subsidiary Guarantor at such date (without taking into account the rights of such Guarantor under Section 3.08 of the Credit Agreement), and excluding the value of the shares of the stock or other equity interest owned by such Guarantor and any other Guarantor party to this Indenture, on such date over the amount that would be required to pay the probable liabilities of such Guarantor determined on an unconsolidated basis in accordance with GAAP as of such date (excluding the last day obligations of such Guarantor under Section 3 of the fiscal quarter of such Subsidiary Guarantor most recently ended prior to the date such Person became a Subsidiary GuarantorCredit Agreement) to (b) the sum of the amounts determined pursuant to clause (a) for on all of the Subsidiary Guarantors.its debts. Section III

Rights of Contribution. The Subsidiary Guarantors hereby agree, as between themselves, that if any Subsidiary Guarantor (an "EXCESS FUNDING GUARANTORExcess Funding Guarantor") shall pay Guaranteed Obligations in excess of such the Excess Funding Guarantor's Pro Rata Share (as defined belowhereinafter defined) of such Guaranteed Obligations (such excess paymentObligations, an "EXCESS PAYMENT"), each the other Subsidiary Guarantor Guarantors shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereof), pay to such the Excess Funding Guarantor an amount equal to their respective Pro Rata Shares of such other Subsidiary Excess Funding Guarantor's Pro Rata Share (such Pro Rata Share, for the purpose payment. The payment obligation of determining the amount due any Subsidiary Guarantor to the any Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation of each other Subsidiary Guarantor to an Excess Funding Guarantor under this Section 6.7 6.07 shall be subordinate and subject in right of payment to the prior payment in full of the Obligations, obligations of such Subsidiary Guarantor under the other provisions of this Section 6 and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction in full of the Obligationsall of such obligations. For the purposes hereof, "PRO RATA SHAREPro Rata Share" shall mean, with respect to each for any Subsidiary Guarantor, a percentage equal to the ratio (expressed as a percentage) of (a) the net worth Credit Agreement percentage of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP Guarantor's Net Assets as of the last day Valuation Date (as defined in the next sentence) of the fiscal quarter aggregate Net Assets of such Subsidiary Guarantor most recently ended prior to the date such Person became a Subsidiary Guarantor) to (b) the sum of the amounts determined pursuant to clause (a) for all of the Subsidiary GuarantorsGuarantors as at such date. For purposes of the preceding sentence, the "Valuation Date" shall mean the date hereof; provided that, if the Agent requests from time to time that the Subsidiary Guarantors ratify and confirm their respective obligations under this Section 6, they shall promptly do so pursuant to an instrument reasonably satisfactory to the Agent and the Valuation Date shall mean the date of the latest such ratification and confirmation to occur at the request of the Agent after the date hereof.

Rights of Contribution. The Subsidiary Guarantors hereby agreeagree as among themselves that, as between themselves, that if any Subsidiary Guarantor shall make an Excess Payment (as defined below), such Guarantor shall have a right of contribution from each other Guarantor in an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of amount equal to such Excess Funding other Guarantor's Pro Rata ’s Contribution Share (as defined below) of such Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT"), each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereof), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such Pro Rata Share, for the purpose of determining the amount due to the Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation obligations of each other Subsidiary Guarantor to an Excess Funding any Guarantor under this Section 6.7 10.06 shall be subordinate and subject in right of payment to the prior payment Obligations until such time as the Obligations have been satisfied in full in cash, and none of the Obligations, and such Excess Funding Guarantor Guarantors shall not exercise any right or remedy with respect to under this Section 10.06 against any other Guarantor until such Excess Payment until payment and satisfaction Obligations have been satisfied in full of the Obligationsin cash. For purposes of this Section 10.06, (a) “Excess Payment” shall mean the purposes hereof, "PRO RATA SHARE" amount paid by any Guarantor in excess of its Ratable Share of any Guaranteed Obligations; (b) “Ratable Share” shall mean, for any Guarantor in respect of any payment of Obligations, the ratio (expressed as a percentage) as of the date of such payment of Guaranteed Obligations of (i) 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 Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of all of the Loan Parties exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Loan Parties hereunder) of the Loan Parties; provided, however, that, for purposes of calculating the Ratable Shares of the Guarantors in respect of any payment of Obligations, any Guarantor that became a Guarantor subsequent to the date of any such payment shall be deemed to have been a Guarantor on the date of such payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such payment; (c) “Contribution Share” shall mean, for any Guarantor in respect to each Subsidiary of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) of (a) the net worth of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as of the last day of the fiscal quarter date of such Subsidiary Guarantor most recently ended prior to the date such Person became a Subsidiary Guarantor) to (b) the sum of the amounts determined pursuant to clause (a) for all of the Subsidiary Guarantors.Excess Payment of

Rights of Contribution. The Subsidiary Guarantors hereby agree, as between themselves, that if any Subsidiary Guarantor (shall become an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of such Excess Funding Guarantor's Pro Rata Share " (as defined below) by reason of such the payment by Subsidiary Guarantor of any Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT")Obligations, each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereofsentence), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such "Pro Rata Share" (as defined below and determined, for the purpose of determining the amount due this purpose, without reference to the properties, debts and liabilities of such Excess Funding Guarantor) of the "Excess Payment" (as defined below) in respect of such Guaranteed Obligations. The payment obligation of a Subsidiary Guarantor to any Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation of each other Subsidiary Guarantor to an Excess Funding Guarantor under this Section 6.7 shall be subordinate and subject in right of payment to the prior payment in full of the Obligations, obligations of such Subsidiary Guarantor under the other provisions of this Section 2.4 and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction in full of the Obligationsall such obligations. For the purposes hereof, (i) "PRO RATA SHAREExcess Funding Guarantor" shall meanmeans, with in respect to each of any guaranteed Obligations, a Subsidiary Guarantor that has paid an amount in excess of its Pro Rata Share of such Guaranteed Obligations, (ii) "Excess Payment" means, in respect of any guaranteed Obligations, the amount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such Guaranteed Obligations, (iii) "Pro Rata Share" means, for any Subsidiary Guarantor, the ratio (expressed express as a percentage) of (ax) the net worth amount by which the aggregate present fair saleable value of all Properties of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as excluding any shares of stock of any other Subsidiary Guarantor) exceeds the last day amount of all the fiscal quarter debts and liabilities of such Subsidiary Guarantor most recently ended prior to (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the date obligations of such Person became a Subsidiary Guarantor hereunder and any obligations of any other Subsidiary Guarantor that have been Guaranteed by such Subsidiary Guarantor) to (by) the sum amount by which the aggregate fair saleable value of the amounts determined pursuant to clause (a) for all Properties of all of the Subsidiary Guarantors exceeds the amount of all the debts and liabilities (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations of the Subsidiary Guarantor hereunder) of the Subsidiary Guarantors, determined (A) with respect to any Subsidiary Guarantor that is a party hereto on the Closing Date, as of the Closing Date, and (B) with respect to any other Subsidiary Guarantor, as of the date such Subsidiary Guarantor becomes a Subsidiary Guarantor hereunder.

Rights of Contribution. The Subsidiary Guarantors hereby agreeagree as among themselves that, as between themselves, that if any Subsidiary Guarantor shall make an Excess Payment (an "EXCESS FUNDING GUARANTOR") as defined below), such Guarantor shall pay have a right of contribution from each other Guarantor of the respective Guaranteed Obligations in excess of an amount equal to such Excess Funding other Guarantor's Pro Rata ’s Contribution Share (as defined below) of such Guaranteed Obligations (Excess Payment; provided that such other Guarantor shall not be obligated to contribute an amount in excess payment, an "EXCESS PAYMENT"of the amount that could at that point in time be claimed from such other Guarantor under Section 4.01(a) above after giving effect to Section 4.01(b), each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereof“Capped Amount”), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such Pro Rata Share, for and that its payment under this Section 4.06 and any payment under Section 4.01 made at the purpose same time shall in aggregate not exceed the Capped Amount. The payment obligations of determining the amount due to the Excess Funding any Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation of each other Subsidiary Guarantor to an Excess Funding Guarantor under this Section 6.7 4.06 shall be subordinate and subject in right of payment to the prior payment Guaranteed Obligations until such time as all Obligations have been paid in full full, and none of the Obligations, and such Excess Funding Guarantor Guarantors shall not exercise any right or remedy with respect to under this Section 4.06 against any other Guarantor until such Excess Payment until payment and satisfaction Obligations have been paid in full of the Obligationsfull. For purposes of this Section 4.06, (a) “Excess Payment” shall mean the purposes hereof, "PRO RATA SHARE" amount paid by any Guarantor in excess of its Ratable Share of any Guaranteed Obligations; (b) “Ratable Share” shall mean, with for any Guarantor in respect to each Subsidiary Guarantorof any payment of Guaranteed Obligations, the ratio (expressed as a percentage) of (a) the net worth of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as of the last day of the fiscal quarter date of such Subsidiary Guarantor most recently ended prior to the date such Person became a Subsidiary Guarantor) to payment of Guaranteed Obligations of (bi) the sum of the amounts determined pursuant to clause (a) for all of the Subsidiary Guarantors.amount by

Rights of Contribution. The Subsidiary Guarantors hereby agree, as between themselves, that if any Subsidiary Guarantor (shall become an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of such Excess Funding Guarantor's Pro Rata Share Guarantor (as defined below) by reason of the payment by such Subsidiary Guarantor of any Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT")Obligations, each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereofsentence), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such Pro Rata Shareas defined below and determined, for the purpose of determining the amount due this purpose, without reference to the Properties, debts and liabilities of such Excess Funding Guarantor) of the Excess Payment (as defined below) in respect of such Guaranteed Obligations. The payment obligation of a Subsidiary Guarantor to any Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation of each other Subsidiary Guarantor to an Excess Funding Guarantor under this Section 6.7 3.07 shall be subordinate and subject in right of payment to the prior payment in full of the Obligations, obligations of such Subsidiary Guarantor under the other provisions of this Section 3 and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction in full of the Obligationsall of such obligations. For the purposes hereofof this Section 3.07, "PRO RATA SHARE" (i) Excess Funding Guarantor shall mean, with in respect to each of any Guaranteed Obligations, a Subsidiary Guarantor that has paid an amount in excess of its Pro Rata Share of such Guaranteed Obligations, (ii) Excess Payment shall mean, in respect of any Guaranteed Obligations, the amount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such Guaranteed Obligations and (iii) Pro Rata Share shall mean, for any Subsidiary Guarantor, the ratio (expressed as a percentage) of (ax) the net worth amount by which the aggregate present fair saleable value of all Properties of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as excluding any shares of stock of any other Subsidiary Guarantor) exceeds the last day amount of all the fiscal quarter debts and liabilities of such Subsidiary Guarantor most recently ended prior to (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the date obligations of such Person became a Subsidiary Guarantor hereunder and any obligations of any other Subsidiary Guarantor that have been Guaranteed by such Subsidiary Guarantor) to (by) the sum amount by which the aggregate fair saleable value of all Properties of all of the amounts determined pursuant to clause Subsidiary Guarantors exceeds the amount of all the debts and liabilities (aincluding contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations of the Subsidiary Guarantors hereunder and under the other Loan Documents) for of all of the Subsidiary Guarantors, determined (A) with respect to any Subsidiary Guarantor that is a party hereto on the Closing Date, as of the Closing Date, and (B) with respect to any other Subsidiary Guarantor, as of the date such Subsidiary Guarantor becomes a Subsidiary Guarantor hereunder.

Rights of Contribution. The Subsidiary Guarantors hereby agree, as between among themselves, that if any Subsidiary Guarantor (shall become an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of such Excess Funding Guarantor's Pro Rata Share Guarantor (as defined below) by reason of the payment by such Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT")Guarantor of any Obligations, each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereof)Guarantor, pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's ’s Pro Rata Share (such Pro Rata Shareas defined below and determined, for the purpose of determining the amount due this purpose, without reference to the properties, debts and liabilities of such Excess Funding Guarantor) of the Excess Payment (as defined below) in respect of such Obligations; provided, however, that the payment obligation of a Guarantor to any Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation of each other Subsidiary Guarantor to an Excess Funding Guarantor under this Section 6.7 2.10 shall be subordinate and subject in right of payment to the prior payment Obligations in full accordance with Section 2.06 hereof. For purposes of the this Section 2.10, (i) “Excess Funding Guarantor” shall mean, in respect of any Obligations, and a Guarantor that has paid an amount in excess of its Pro Rata Share of such Obligations, (ii) “Excess Payment” shall mean, in respect of any Obligations, the amount paid by an Excess Funding Guarantor shall not exercise any right or remedy with respect to in excess of its Pro Rata Share of such Excess Payment until payment Obligations and satisfaction in full of the Obligations. For the purposes hereof, "PRO RATA SHARE" (iii) “Pro Rata Share” shall mean, with respect to each Subsidiary for any Guarantor, the ratio fraction the numerator of which is (expressed as a percentage) of (ax) the net worth amount by which the aggregate fair saleable value of all properties of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as excluding any shares of stock of any other Guarantor) exceeds the last day amount of all the fiscal quarter debts and liabilities of such Subsidiary Guarantor most recently ended prior to (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the date obligations of such Person became a Subsidiary Guarantor hereunder and any obligations of any other Guarantor that have been guaranteed by such Guarantor) to and the denominator of which is (by) the sum amount by which the aggregate fair saleable value of the amounts determined pursuant to clause (a) for all properties of all of the Subsidiary Guarantors.Guarantors exceeds the amount of all the debts and liabilities (including contingent, subordinated, 5

Rights of Contribution. The Subsidiary Guarantors hereby agree, as between among themselves, that if any Subsidiary Guarantor (shall become an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of such Excess Funding Guarantor's Pro Rata Share Guarantor (as defined below) by reason of the payment by such Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT")Guarantor of any Obligations, each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereof)Guarantor, pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's ’s Pro Rata Share (such Pro Rata Shareas defined below and determined, for the purpose of determining the amount due this purpose, without reference to the properties, debts and liabilities of such Excess Funding Guarantor) of the Excess Payment (as defined below) in respect of such Obligations; provided, however, that the payment obligation of a Guarantor to any Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation of each other Subsidiary Guarantor to an Excess Funding Guarantor under this Section 6.7 2.10 shall be subordinate and subject in right of payment to the prior payment Obligations in full accordance with Section 2.06 hereof. For purposes of the this Section 2.10, (i) “Excess Funding Guarantor” shall mean, in respect of any Obligations, and a Guarantor that has paid an amount in excess of its Pro Rata Share of such Obligations, (ii) “Excess Payment” shall mean, in respect of any Obligations, the amount paid by an Excess Funding Guarantor shall not exercise any right or remedy with respect to in excess of its Pro Rata Share of such Excess Payment until payment Obligations and satisfaction in full of the Obligations. For the purposes hereof, "PRO RATA SHARE" (iii) “Pro Rata Share” shall mean, with respect to each Subsidiary for any Guarantor, the ratio fraction the numerator of which is (expressed as a percentage) of (ax) the net worth amount by which the aggregate fair saleable value of all properties of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as excluding any shares of stock of any other Guarantor) exceeds the last day amount of all the fiscal quarter debts and liabilities of such Subsidiary Guarantor most recently ended prior to (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the date obligations of such Person became a Subsidiary Guarantor) to (b) the sum Guarantor hereunder and any obligations of the amounts determined pursuant to clause (a) for all of the Subsidiary Guarantors.any other

Rights of Contribution. The Subsidiary Guarantors hereby agreeagree as among themselves that, as between themselves, that if any Subsidiary Guarantor shall make an Excess Payment (as defined below), such Guarantor shall have a right of contribution from each other Guarantor in an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of amount equal to such Excess Funding other Guarantor's Pro Rata ’s Contribution Share (as defined below) of such Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT"), each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereof), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such Pro Rata Share, for the purpose of determining the amount due to the Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation obligations of each other Subsidiary Guarantor to an Excess Funding any Guarantor under this Section 6.7 11.06 shall be subordinate and subject in right of payment to the prior payment in Obligations until such time as the Obligations have been paid-in-full and the Commitments have terminated, and none of the Obligations, and such Excess Funding Guarantor Guarantors shall not exercise any right or remedy with respect to under this Section 11.06 against any other Guarantor until such Excess Payment until payment Obligations have been paid-in-full and satisfaction in full of the ObligationsCommitments have terminated. For purposes of this Section 11.06, (a) “Excess Payment” shall mean the purposes hereof, "PRO RATA SHARE" amount paid by any Guarantor in excess of its Ratable Share of any Obligations; (b) “Ratable Share” shall mean, with for any Guarantor in respect to each Subsidiary Guarantorof any payment of Obligations, the ratio (expressed as a percentage) of (a) the net worth of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as of the last day date of such payment of Obligations of (i) 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 Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair saleable value of all assets and other properties of all of the fiscal quarter Credit Parties exceeds the amount of such Subsidiary all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Credit Parties hereunder) of the Credit Parties; provided, however, that, for purposes of calculating the Ratable Shares of the Guarantors in respect of any payment of Obligations, any Guarantor most recently ended prior that became a Guarantor subsequent to the date of any such Person became payment shall be deemed to have been a Subsidiary Guarantor) to (b) the sum of the amounts determined pursuant to clause (a) for all of the Subsidiary Guarantors.Guarantor on the

Rights of Contribution. The Subsidiary Guarantors hereby agreeagree as among themselves that, as between themselves, that if any Subsidiary Guarantor shall make an Excess Payment (as defined below), such Guarantor shall have a right of contribution from each other Guarantor in an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of amount equal to such Excess Funding other Guarantor's Pro Rata ’s Contribution Share (as defined below) of such Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT"), each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereof), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such Pro Rata Share, for the purpose of determining the amount due to the Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation obligations of each other Subsidiary Guarantor to an Excess Funding any Guarantor under this Section 6.7 17 shall be subordinate and subject in right of payment to the prior payment Obligations until such time as the Obligations have been paid in full in cash, and none of the Obligations, and such Excess Funding Guarantor Guarantors shall not exercise any right or remedy with respect to under this Section 17 against any other Guarantor until such Excess Payment until payment and satisfaction Obligations have been paid in full of the Obligationsin cash. For purposes of this Section 17, (a) “Excess Payment” shall mean the purposes hereof, "PRO RATA SHARE" amount paid by any Guarantor in excess of its Ratable Share of any Obligations; (b) “Ratable Share” shall mean, for any Guarantor in respect of any payment of Obligations, the ratio (expressed as a percentage) as of the date of such payment of Obligations of (i) 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 Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the Company and the Guarantors exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Guarantors hereunder) of the Company and the Guarantors, provided, that, for purposes of calculating the Ratable Shares of the Guarantors in respect of any payment of Obligations, any Guarantor that became a Guarantor subsequent to the date of any such payment shall be deemed to have been a Guarantor on the date of such payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such payment; and (c) “Contribution Share” shall mean, for any Guarantor in respect to each Subsidiary of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) of (a) the net worth of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as of the last day date of such Excess Payment of (i) 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 Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the Obligations) of the fiscal quarter Company and the Guarantors other than the maker of such Subsidiary Excess Payment; provided, however, that, for purposes of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor most recently ended prior that became a Guarantor subsequent to the date of any such Person Excess Payment shall be deemed to have been a Guarantor on the date of such Excess Payment and the financial information for such Guarantor as of the date such Guarantor became a Subsidiary Guarantor) Guarantor shall be utilized for such Guarantor in connection with such Excess Payment. This Section 17 shall not be deemed to (b) affect any right of subrogation, indemnity, reimbursement or contribution that any Guarantor may have under law against the sum Company in respect of the amounts determined pursuant to clause (a) for all any payment of the Subsidiary GuarantorsObligations.

Rights of Contribution. The Subsidiary Guarantors hereby agree, as between among themselves, that if any Subsidiary Guarantor (shall become an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of such Excess Funding Guarantor's Pro Rata Share Guarantor (as defined below) of such Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT"), each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereof), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such Pro Rata Shareas defined below and determined, for the purpose of determining the amount due to the Excess Funding Guarantor under this Section 6.7purpose, to be determined without reference to the properties, assets, liabilities and debts of such Excess Funding Guarantor) of such Excess PaymentPayment (as defined below). The payment obligation of each other Subsidiary any Guarantor to an any Excess Funding Guarantor under this Section 6.7 4.8 shall be subordinate and subject in right of payment to the prior payment in full of the Obligationsobligations of such Guarantor under the other provisions of this Section 4, and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction in full of the Obligationsall of such obligations. For the purposes hereof, (i) "EXCESS FUNDING GUARANTOR" shall mean, in respect of any obligations arising under the other provisions of this Section 4 (hereafter, the "GUARANTEED OBLIGATIONS"), a Guarantor that has paid an amount in excess of its Pro Rata Share of the Guaranteed Obligations; (ii) "EXCESS PAYMENT" shall mean, in respect of any Guaranteed Obligations, the amount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such Guaranteed Obligations; and (iii) "PRO RATA SHARE" ", for the purposes of this Section 4.8, shall mean, with respect to each Subsidiary for any Guarantor, the ratio (expressed as a percentage) of (a) the net worth amount by which the aggregate present fair saleable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as of including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the last day of the fiscal quarter obligations of such Subsidiary Guarantor most recently ended prior to the date such Person became a Subsidiary Guarantorhereunder) to (b) the sum amount by which the aggregate present fair saleable value of all assets and other properties of the amounts determined pursuant to clause (a) for Borrower and all of the Subsidiary Guarantors exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Borrower and the Guarantors hereunder) of the Borrower and all of the Guarantors, all as of the Closing Date (if any Guarantor becomes a party hereto subsequent to the Closing Date, then for the purposes of this Section 4.8 such subsequent Guarantor shall be deemed to have been a Guarantor as of the Closing Date and the information pertaining to, and only pertaining to, such Guarantor as of the date such Guarantor became a Guarantor shall be deemed true as of the Closing Date).

Rights of Contribution. The Subsidiary Guarantors hereby agree, as between themselves, that if any Subsidiary Guarantor (shall become an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of such Excess Funding Guarantor's Pro Rata Share Guarantor (as defined below) by reason of the payment by such Guarantor of any Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT")Obligations, each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereofsentence), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's ’s Pro Rata Share (such Pro Rata Shareas defined below and determined, for the purpose of determining the amount due this purpose, without reference to the properties, debts and liabilities of such Excess Funding Guarantor) of the Excess Payment (as defined below) in respect of such Guaranteed Obligations. The payment obligation of a Guarantor to any Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation of each other Subsidiary Guarantor to an Excess Funding Guarantor under this Section 6.7 11.08 shall be subordinate and subject in right of payment to the prior payment in full of the Obligations, obligations of such Guarantor under the other provisions of this Article 11 and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction in full of the Obligationsall of such obligations. For purposes of this Section 11.08, (i) “Excess Funding Guarantor” means, in respect of any Guaranteed Obligations, a Guarantor that has paid an amount in excess of its Pro Rata Share of such Guaranteed Obligations, (ii) “Excess Payment” means, in respect of any Guaranteed Obligations, the purposes hereofamount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such Guaranteed Obligations and (iii) “Pro Rata Share” means, "PRO RATA SHARE" shall meanas of the date of determination, with respect to each Subsidiary for any Guarantor, the ratio (expressed as a percentage) of (ax) the net worth amount by which the aggregate present fair saleable value of all properties of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as excluding any shares of stock of any other Guarantor) exceeds the last day amount of all the fiscal quarter debts and liabilities of such Subsidiary Guarantor most recently ended prior to (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the date obligations of such Person became a Subsidiary Guarantor hereunder and any obligations of any other Guarantor that have been Guaranteed by such Guarantor) to (by) the sum amount by which the aggregate fair saleable value of the amounts determined pursuant to clause (a) for all properties of all of the Subsidiary Guarantors exceeds the amount of all the debts and liabilities (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations of Xxxxxxxx and the Guarantors hereunder and under the other Loan Documents) of all of the Guarantors, determined (A) with respect to any Guarantor that is a party hereto on the Closing Date, as of such date, and (B) with respect to any other Guarantor, as of the date such Guarantor becomes a Guarantor hereunder. Section 11.09.

Rights of Contribution. The Subsidiary Parent Guarantors hereby agree, as between themselves, that if any Subsidiary Parent Guarantor (shall become an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of such Excess Funding Guarantor's Pro Rata Share Guarantor (as defined below) by reason of the payment by such Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT")Parent Guarantor of any Obligations, each other Subsidiary Parent Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereofsentence), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Parent Guarantor's ’s Pro Rata Share (such Pro Rata Shareas defined below and determined, for the purpose of determining the amount due this purpose, without reference to the properties, debts and liabilities of such Excess Funding Guarantor) of the Excess Payment (as defined below) in respect of such Obligations. The payment obligation of a Parent Guarantor to any Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation of each other Subsidiary Guarantor to an Excess Funding Guarantor under this Section 6.7 shall be subordinate and subject in right of payment to the prior payment in full of the Obligations, obligations of such Parent Guarantor under the other provisions of this Section and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction in full of the Obligationsall of such obligations. For purposes of this Section, (i) “Excess Funding Guarantor” means, in respect of any Obligations, a Parent Guarantor that has paid an amount in excess of its Pro Rata Share of such Obligations, (ii) “Excess Payment” means, in respect of any Obligations, the purposes hereofamount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such Obligations and (iii) “Pro Rata Share” means, "PRO RATA SHARE" shall mean, with respect to each Subsidiary for either Parent Guarantor, the ratio (expressed as a percentage) of (ax) the net worth amount by which the aggregate fair saleable value of all properties of such Subsidiary Parent Guarantor (determined on an unconsolidated basis in accordance with GAAP as excluding any shares of stock or other equity interest of any other Parent Guarantor) exceeds the last day amount of all the fiscal quarter debts and liabilities of such Subsidiary Parent Guarantor most recently ended prior to (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the date obligations of such Person became a Subsidiary Parent Guarantor hereunder and any obligations of any other Parent Guarantor that have been Guaranteed by such Parent Guarantor) to (by) the sum amount by which the aggregate fair saleable value of all properties of both Parent Guarantors exceeds the amount of all the debts and liabilities (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations of the amounts determined pursuant to clause (aParent Guarantors hereunder and under the other Loan Documents) for of all of the Subsidiary Parent Guarantors, determined, with respect to each Parent Guarantor, as of the date that the Guarantee under this Section shall become effective with respect to such Parent Guarantor.

Rights of Contribution. The Subsidiary Guarantors hereby agree, as between themselves, that if any Subsidiary Guarantor (shall become an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of such Excess Funding Guarantor's Pro Rata Share Guarantor (as defined below) by reason of the payment by such Guarantor of any Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT")Obligations, each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereofsentence), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's ’s Pro Rata Share (such Pro Rata Shareas defined below and determined, for the purpose of determining the amount due this purpose, without reference to the properties, debts and liabilities of such Excess Funding Guarantor) of the Excess Payment (as defined below) in respect of such Guaranteed Obligations. The payment obligation of a Guarantor to any Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation of each other Subsidiary Guarantor to an Excess Funding Guarantor under this Section 6.7 12.08 shall be subordinate and subject in right of payment to the prior payment in full of the Obligations, obligations of such Guarantor under the other provisions of this Section 12 and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction in full of the Obligationsall of such obligations. For purposes of this Section 12.08, (i) “Excess Funding Guarantor” means, in respect of any Guaranteed Obligations, a Guarantor that has paid an amount in excess of its Pro Rata Share of such Guaranteed Obligations, (ii) “Excess Payment” means, in respect of any Guaranteed Obligations, the purposes hereofamount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such Guaranteed Obligations and (iii) “Pro Rata Share” means, "PRO RATA SHARE" shall mean, with respect to each Subsidiary for any Guarantor, the ratio (expressed as a percentage) of (ax) the net worth amount by which the aggregate present fair saleable value of all properties of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as excluding any shares of stock of any other Guarantor) exceeds the last day amount of all the fiscal quarter debts and liabilities of such Subsidiary Guarantor most recently ended prior to (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the date obligations of such Person became a Subsidiary Guarantor hereunder and any obligations of any other Guarantor that have been Guaranteed by such Guarantor) to (by) the sum amount by which the aggregate fair saleable value of the amounts determined pursuant to clause (a) for all properties of all of the Subsidiary Guarantors exceeds the amount of all the debts and liabilities (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations of Borrower and the Guarantors hereunder and under the other Loan Documents) of all of the Guarantors., determined (A) with respect to any Guarantor that is a party hereto on the first Advance Date, as of such Advance Date, and (B) with respect to any other Guarantor, as of the date such Guarantor becomes a Guarantor hereunder. 12.09

Rights of Contribution. The Subsidiary Affiliate Guarantors hereby agree, as between themselves, that if any Subsidiary Affiliate Guarantor (shall become an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of such Excess Funding Guarantor's Pro Rata Share " (as defined below) by reason of the payment by such Affiliate Guarantor of any Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT")Obligations, each other Subsidiary Affiliate Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereofsentence), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Affiliate Guarantor's Pro Rata Share (such "Pro Rata Share" (as defined below and determined, for the purpose of determining the amount due this purpose, without reference to the properties, debts and liabilities of such Excess Funding Guarantor) of the "Excess Payment" (as defined below) in respect of such Guaranteed Obligations. The payment obligation of an Affiliate Guarantor to any Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation of each other Subsidiary Guarantor to an Excess Funding Guarantor under this Section 6.7 shall be subordinate and subject in right of payment to the prior payment in full of the Obligations, obligations of such Affiliate Guarantor under the other provisions of this Section 1.11 and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction in full of the Obligationsall such obligations. For the purposes hereof, (i) "PRO RATA SHAREExcess Funding Guarantor" shall meanmeans, with in respect to each Subsidiary of any Guaranteed Obligations, an Affiliate Guarantor that has paid an amount in excess of its Pro Rata Share of such Guaranteed Obligations, (ii) "Excess Payment" means, in respect of any Guaranteed Obligations, the amount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such Guaranteed Obligations (iii) "Pro Rata Share" means, for any Affiliate Guarantor, the ratio (expressed as a percentage) of (ax) the net worth amount by which the aggregate present fair saleable value of all assets of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as of the last day of the fiscal quarter of such Subsidiary Guarantor most recently ended prior to the date such Person became a Subsidiary Guarantor) to (b) the sum of the amounts determined pursuant to clause (a) for all of the Subsidiary Guarantors.Affiliate

Rights of Contribution. The Subsidiary Guarantors hereby agreeagree as among themselves that, as between themselves, that if any Subsidiary Guarantor shall make an Excess Payment (as defined below), such Guarantor shall have a right of contribution from each other Guarantor in an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of amount equal to such Excess Funding other Guarantor's Pro Rata Contribution Share (as defined below) of such Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT"), each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereof), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such Pro Rata Share, for the purpose of determining the amount due to the Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation obligations of each other Subsidiary Guarantor to an Excess Funding any Guarantor under this Section 6.7 18 shall be subordinate and subject in right of payment to the prior payment Obligations until such time as the Obligations have been paid in full in cash, and none of the Obligations, and such Excess Funding Guarantor Guarantors shall not exercise any right or remedy with respect to under this Section 18 against any other Guarantor until such Excess Payment until payment and satisfaction Obligations have been paid in full of the Obligationsin cash. For purposes of this Section 18, (a) "Excess Payment" shall mean the purposes hereof, amount paid by any Guarantor in excess of its Ratable Share of any Obligations; (b) "PRO RATA SHARERatable Share" shall mean, for any Guarantor in respect of any payment of Obligations, the ratio (expressed as a percentage) as of the date of such payment of Obligations of (i) 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 Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the Companies and the Guarantors exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Guarantors hereunder) of the Companies and the Guarantors, provided, however, that, for purposes of calculating the Ratable Shares of the Guarantors in respect of any payment of Obligations, any Guarantor that became a Guarantor subsequent to the date of any such payment shall be deemed to have been a Guarantor on the date of such payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such payment; and (c) "Contribution Share" shall mean, for any Guarantor in respect to each Subsidiary of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) of (a) the net worth of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as of the last day date of such Excess Payment of (i) 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 Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the Obligations) of the fiscal quarter Companies and the Guarantors other than the maker of such Subsidiary Excess Payment; provided, however, that, for purposes of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor most recently ended prior that became a Guarantor subsequent to the date of any such Person Excess Payment shall be deemed to have been a Guarantor on the date of such Excess Payment and the financial information for such Guarantor as of the date such Guarantor became a Subsidiary Guarantor) Guarantor shall be utilized for such Guarantor in connection with such Excess Payment. This Section 18 shall not be deemed to (b) the sum affect any right of the amounts determined pursuant to clause (a) for all subrogation, indemnity, reimbursement or contribution that any Guarantor may have under law against any Company in respect of the Subsidiary Guarantorsany payment of Obligations.

Rights of Contribution. The Subsidiary Guarantors hereby agree, as between among themselves, that if any Subsidiary Guarantor (shall become an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of such Excess Funding Guarantor's Pro Rata Share Guarantor (as defined below) of such Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT"), each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereofsucceeding provisions of this Section 2.5), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such Pro Rata Shareas defined below and determined, for the purpose of determining the amount due to the Excess Funding Guarantor under this Section 6.7purpose, to be determined without reference to the properties, assets, liabilities and debts of such Excess Funding Guarantor) of such Excess PaymentPayment (as defined below). The payment obligation of each other Subsidiary any Guarantor to an any Excess Funding Guarantor under this Section 6.7 2.5 shall be subordinate and subject in right of payment to the prior payment in full of the Obligationsobligations of such Guarantor under the other provisions of this Section 2, and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction in full of the Obligationsall of such obligations. For the purposes hereof, (i) "PRO RATA SHAREExcess Funding Guarantor" shall mean, with in respect to each Subsidiary of any obligations arising under the other provisions of this Section 2 (hereafter, the Guarantied Obligations"), a Guarantor that has paid an amount in excess of its Pro Rata Share of the Guarantied Obligations; (ii) "Excess Payment" shall mean, in respect of any Guarantied Obligations, the amount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such Guarantied Obligations; and (iii) "Pro Rata Share", for the purposes of this Section 2.5, shall mean, for any Guarantor, the ratio (expressed as a percentage) of (a) the net worth amount by which the aggregate present fair saleable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as of including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the last day of the fiscal quarter obligations of such Subsidiary Guarantor most recently ended prior to the date such Person became a Subsidiary Guarantorhereunder) to (b) the sum amount by which the aggregate present fair saleable value of all assets and other properties of the amounts determined pursuant to clause (a) for Company and all of the Subsidiary Guarantors exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Company and the Guarantors hereunder) of the Company and all of the Guarantors, all as of the date of this First Supplemental Indenture (the "Closing Date") (if any person becomes a Guarantor hereunder subsequent to the Closing Date, then for the purposes of this Section 2.5 such subsequent Guarantor shall be deemed to have been a Guarantor as of the Closing Date and the information pertaining to, and only pertaining to, such Guarantor as of the date such Guarantor became a Guarantor shall be deemed true as of the Closing Date).

Rights of Contribution. 16.8 The Subsidiary Guarantors (other than the Account Party) hereby agree, as between themselves, that if any Subsidiary such Guarantor (shall become an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of such Excess Funding Guarantor's Pro Rata Share Guarantor (as defined below) by reason of the payment by such Guarantor of any Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT")Obligations, each other Subsidiary Guarantor (other than the Account Party) shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereofsentence), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's ’s Pro Rata Share (such Pro Rata Shareas defined below and determined, for the purpose of determining the amount due this purpose, without reference to the properties, debts and liabilities of such Excess Funding Guarantor) of the Excess Payment (as defined below) in respect of such Guaranteed Obligations. The payment obligation of a Guarantor to any Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation of each other Subsidiary Guarantor to an Excess Funding Guarantor under this Section 6.7 Clause shall be subordinate and subject in right of payment to the prior payment in full of the Obligations, obligations of such Guarantor under the other provisions of this Clause 16 and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction in full of the Obligationsall of such obligations. For purposes of this Clause, (i) Excess Funding Guarantor means, in respect of any Guaranteed Obligations, a Guarantor that has paid an amount in excess of its Pro Rata Share of such Guaranteed Obligations, (ii) Excess Payment means, in respect of any Guaranteed Obligations, the purposes hereofamount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such Guaranteed Obligations and (iii) Pro Rata Share means, "PRO RATA SHARE" shall mean, with respect to each Subsidiary for any Guarantor, the ratio (expressed as a percentage) of (ax) the net worth amount by which the aggregate present fair saleable value of all properties of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as excluding any shares of stock of any other Guarantor) exceeds the last day amount of all the fiscal quarter debts and liabilities of such Subsidiary Guarantor most recently ended prior to (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the date obligations of such Person became a Subsidiary Guarantor hereunder and any obligations of any other Guarantor that have been Guaranteed by such Guarantor) to (by) the sum amount by which the aggregate fair saleable value of the amounts determined pursuant to clause (a) for all properties of all of the Subsidiary GuarantorsGuarantors (other than the Account Party) exceeds the amount of all the debts and liabilities (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations of the Guarantors under this Clause16) of all of the Guarantors (other than the Account Party), determined (A) with respect to any Guarantor that is a party hereto on the date hereof, as of the date hereof, and (B) with respect to any other Guarantor, as of the date such Guarantor becomes a Guarantor hereunder.

Rights of Contribution. The Subsidiary Guarantors hereby agree, as between among themselves, that if any Subsidiary Guarantor (shall become an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of such Excess Funding Guarantor's Pro Rata Share Guarantor (as defined below) of such Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT"), each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereof), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such Pro Rata Shareas defined below and determined, for the purpose of determining the amount due to the Excess Funding Guarantor under this Section 6.7purpose, to be determined without reference to the properties, assets, liabilities and debts of such Excess Funding Guarantor) of such Excess PaymentPayment (as defined below). The payment obligation of each other Subsidiary any Guarantor to an any Excess Funding Guarantor under this Section 6.7 4.8 shall be subordinate and subject in right of payment to the prior payment in full of the Obligationsobligations of such Guarantor under the other provisions of this Section 4, and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction in full of the Obligationsall of such obligations. For the purposes hereof, (i) "PRO RATA SHAREExcess Funding Guarantor" shall mean, with in respect to each Subsidiary of any obligations arising under the other provisions of this Section 4 (hereafter, the "Guaranteed Obligations"), a Guarantor that has paid an amount in excess of its Pro Rata Share of the Guaranteed Obligations; (ii) "Excess Payment" shall mean, in respect of any Guaranteed Obligations, the amount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such Guaranteed Obligations; and (iii) "Pro Rata Share", for the purposes of this Section 4.8, shall mean, for any Guarantor, the ratio (expressed as a percentage) of (a) the net worth amount by which the aggregate present fair saleable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as of including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the last day of the fiscal quarter obligations of such Subsidiary Guarantor most recently ended prior to the date such Person became a Subsidiary Guarantorhereunder) to (b) the sum amount by which the aggregate present fair saleable value of all assets and other properties of the amounts determined pursuant to clause (a) for Borrower and all of the Subsidiary Guarantors exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Borrower and the Guarantors hereunder) of the Borrower and all of the Guarantors, all as of the Closing Date (if any Guarantor becomes a party hereto subsequent to the Closing Date, then for the purposes of this Section 4.8 such subsequent Guarantor shall be deemed to have been a Guarantor as of the Closing Date and the information pertaining to, and only pertaining to, such Guarantor as of the date such Guarantor became a Guarantor shall be deemed true as of the Closing Date). Notwithstanding the foregoing, all rights of contribution against any Guarantor shall terminate from and after the date such Guarantor shall be relieved of its obligations pursuant to Section 8.4.

Rights of Contribution. The Subsidiary Guarantors hereby agreeagree as among themselves that, as between themselves, that if any Subsidiary Guarantor (an "EXCESS FUNDING GUARANTOR"other than FSE) shall pay make an Excess Payment (as defined below), such Guarantor shall have a right of contribution from each other Guarantor of the respective Guaranteed Obligations in excess of an amount equal to such Excess Funding other Guarantor's Pro Rata ’s Contribution Share (as defined below) of such Guaranteed Obligations (Excess Payment; provided that such other Guarantor shall not be obligated to contribute an amount in excess payment, an "EXCESS PAYMENT"of the amount that could at that point in time be claimed from such other Guarantor under Section 4.01(a) above after giving effect to Sections 4.01(b), each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereofc), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such Pro Rata Shared) and (f), for (the purpose “capped amount”), and that its payment under this Section 4.06 and any payment under Section 4.01 made at the same time shall in aggregate not exceed the capped amount. The payment obligations of determining the amount due to the Excess Funding any Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation of each other Subsidiary Guarantor to an Excess Funding Guarantor under this Section 6.7 4.06 shall be subordinate and subject in right of payment to the prior payment Guaranteed Obligations until such time as all Obligations have been paid in full and the Commitments have expired or terminated, and none of the Obligations, and such Excess Funding Guarantor Guarantors shall not exercise any right or remedy with respect to under this Section 4.06 against any other Guarantor until such Excess Payment until payment and satisfaction Obligations have been paid in full of and the ObligationsCommitments have expired or terminated. For purposes of this Section 4.06, (a) “Excess Payment” shall mean the purposes hereof, "PRO RATA SHARE" amount paid by any Guarantor (other than FSE) in excess of its Ratable Share of any Guaranteed Obligations; (b) “Ratable Share” shall mean, for any 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 (i) 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 Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of all Guarantors of the respective Guaranteed Obligations exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Credit Parties hereunder) of such Guarantors; provided, however, that, for purposes of calculating the Ratable Shares of the Guarantors in respect of any payment of Guaranteed Obligations, any Guarantor that became a Guarantor subsequent to the date of any such payment shall be deemed to have been a Guarantor on the date of such payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such payment; and (c) “Contribution Share” shall mean, for any Guarantor (of the respective Guaranteed Obligations) in respect to each Subsidiary of any Excess Payment made in respect of such Guaranteed Obligations by any other Guarantor, the ratio (expressed as a percentage) as of the date of such Excess Payment of (ai) the net worth 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 (determined including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the Guarantors of the respective Guaranteed Obligations other than the maker of such Excess Payment exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Credit Parties hereunder) of the Guarantors of the respective Guaranteed Obligations other than the maker of such Excess Payment; provided, however, that, for purposes of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor that became a Guarantor subsequent to the date of any such Excess Payment shall be deemed to have been a Guarantor on an unconsolidated basis the date of such Excess Payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such Excess Payment. This Section 4.06 shall not be deemed to affect any right of subrogation, indemnity, reimbursement or contribution that any Guarantor may have under Law against the Borrowers in respect of any payment of Guaranteed Obligations. Notwithstanding the foregoing, all rights of contribution against any Guarantor shall terminate from and after such time, if ever, that such Guarantor is relieved of its obligations in accordance with GAAP as of the last day of the fiscal quarter of such Subsidiary Guarantor most recently ended prior to the date such Person became a Subsidiary Guarantor) to (b) the sum of the amounts determined pursuant to clause (a) for all of the Subsidiary GuarantorsSection 4.08.

Rights of Contribution. The Subsidiary Guarantors hereby agree, as between themselves, that if any Subsidiary Guarantor (shall become an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of such Excess Funding Guarantor's Pro Rata Share (as defined below) Guarantor by reason of the payment by such Subsidiary Guarantor of any Guaranteed Obligations (such excess paymentObligations, an "EXCESS PAYMENT"), then each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereofsentence), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's ’s Pro Rata Share (such Pro Rata Sharedetermined, for the purpose of determining the amount due this purpose, without reference to the properties, debts and liabilities of such Excess Funding Guarantor) of the Excess Payment in respect of such Guaranteed Obligations. The payment obligation of a Subsidiary Guarantor to any Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor14(h) of such Excess Payment. The payment obligation of each other Subsidiary Guarantor to an Excess Funding Guarantor under this Section 6.7 shall be subordinate and subject in right of payment to the prior payment in full of the Obligations, obligations of such Subsidiary Guarantor under the other provisions of this Section 14 and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction in full of the Obligationsall of such obligations. For purposes of this Section 14(h), (i) “Excess Funding Guarantor” means, in respect of any Guaranteed Obligations, a Subsidiary Guarantor that has paid an amount in excess of its Pro Rata Share of such Guaranteed Obligations, (ii) “Excess Payment” means, in respect of any Guaranteed Obligations, the purposes hereofamount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such Guaranteed Obligations and (iii) “Pro Rata Share” means, "PRO RATA SHARE" shall mean, with respect to each for any Subsidiary Guarantor, the ratio (expressed as a percentage) of (ax) the net worth amount by which the aggregate fair saleable value of all properties of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as excluding any shares of stock or other equity interest of any other Subsidiary Guarantor) exceeds the last day amount of all the fiscal quarter debts and liabilities of such Subsidiary Guarantor most recently ended prior to (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the date obligations of such Person became a Subsidiary Guarantor hereunder and any obligations of any other Subsidiary Guarantor that have been Guaranteed by such Subsidiary Guarantor) to (by) the sum amount by which the aggregate fair saleable value of all properties of Lessee and all of the amounts determined pursuant to clause Subsidiary Guarantors exceeds the amount of all the debts and liabilities (aincluding contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations of the Subsidiary Guarantors hereunder) for of all of the Subsidiary Guarantors, determined (A) with respect to any Subsidiary Guarantor that is a party hereto on the date hereof, as of the date hereof, and (B) with respect to any other Subsidiary Guarantor, as of the date such Subsidiary Guarantor becomes a Subsidiary Guarantor hereunder.

Rights of Contribution. 16.8 The Subsidiary Guarantors (other than the Account Party) hereby agree, as between themselves, that if any Subsidiary such Guarantor (shall become an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of such Excess Funding Guarantor's Pro Rata Share Guarantor (as defined below) by reason of the payment by such Guarantor of any Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT")Obligations, each other Subsidiary Guarantor (other than the Account Party) shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereofsentence), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's ’s Pro Rata Share (such Pro Rata Shareas defined below and determined, for the purpose of determining the amount due this purpose, without reference to the properties, debts and liabilities of such Excess Funding Guarantor) of the Excess Payment (as defined below) in respect of such Guaranteed Obligations. The payment obligation of a Guarantor to any Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation of each other Subsidiary Guarantor to an Excess Funding Guarantor under this Section 6.7 Clause shall be subordinate and subject in right of payment to the prior payment in full of the Obligations, obligations of such Guarantor under the other provisions of this Clause 16 and such Excess Funding Fu nding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction in full of the Obligationsall of such obligations. For purposes of this Clause, (i) Excess Funding Guarantor means, in respect of any Guaranteed Obligations, a Guarantor that has paid an amount in excess of its Pro Rata Share of such Guaranteed Obligations, (ii) Excess Payment means, in respect of any Guaranteed Obligations, the purposes hereofamount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such Guaranteed Obligations and (iii) Pro Rata Share means, "PRO RATA SHARE" shall mean, with respect to each Subsidiary for any Guarantor, the ratio (expressed as a percentage) of (ax) the net worth amount by which the aggregate present fair saleable value of all properties of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as excluding any shares of stock of any other Guarantor) exceeds the last day amount of all the fiscal quarter debts and liabilities of such Subsidiary Guarantor most recently ended prior to (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the date obligations of such Person became a Subsidiary Guarantor hereunder and any obligations of any other Guarantor that have been Guaranteed by such Guarantor) to (by) the sum amount by which the aggregate fair saleable value of the amounts determined pursuant to clause (a) for all properties of all of the Subsidiary GuarantorsGuarantors (other than the Account Party) exceeds the amount of all the debts and liabilities (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations of the Guarantors under this Clause 16) of all of the Guarantors (other than the Account Party), determined (A) with respect to any Guarantor that is a party hereto on the date hereof, as of the date hereof, and (B) with respect to any other Guarantor, as of the date such Guarantor becomes a Guarantor hereunder.

Rights of Contribution. The Subsidiary Guarantors hereby agree, as As between themselves, the Subsidiary Guarantors agree that if any Subsidiary Guarantor (shall become an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of such Excess Funding Guarantor's Pro Rata Share (as defined below) Guarantor by reason of the payment by such Subsidiary Guarantor of any Guaranteed Obligations (such excess paymentObligations, an "EXCESS PAYMENT"), then each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereofsentence), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's ’s Pro Rata Share (such Pro Rata Sharedetermined, for the purpose of determining the amount due this purpose, without reference to the properties, debts and liabilities of such Excess Funding Guarantor) of the Excess Payment in respect of such Guaranteed Obligations. The payment obligation of a Subsidiary Guarantor to any Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation of each other Subsidiary Guarantor to an Excess Funding Guarantor under this Section 6.7 2.08 shall be subordinate and subject in right of payment to the prior payment in full in cash of the Obligations, and obligations of such Subsidiary Guarantor under the other provisions of this Section 2. Such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction the Guaranteed Obligations are Paid in full of the ObligationsFull. For purposes of this Section 2.08, (i) “Excess Funding Guarantor” means, in respect of any Guaranteed Obligations, a Subsidiary Guarantor that has paid an amount in excess of its Pro Rata Share of such Guaranteed Obligations, (ii) “Excess Payment” means, in respect of any Guaranteed Obligations, the purposes hereofamount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such Guaranteed Obligations and (iii) “Pro Rata Share” means, "PRO RATA SHARE" shall mean, with respect to each for any Subsidiary Guarantor, the ratio (expressed as a percentage) of (ax) the net worth amount by which the aggregate fair saleable value of all properties of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as excluding any Shares of stock or other equity interest of any other Subsidiary Guarantor) exceeds the last day amount of all the fiscal quarter debts and liabilities of such Subsidiary Guarantor most recently ended prior to (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the date obligations of such Person became a Subsidiary Guarantor hereunder and any obligations of any other Subsidiary Guarantor that have been Guaranteed by such Subsidiary Guarantor) to (by) the sum amount by which the aggregate fair saleable value of all properties of all of the amounts determined pursuant Subsidiary Guarantors exceeds the amount of all the debts and liabilities (including contingent, [Signature Page to clause (aFirst Lien BrandCo Guarantee and Security Agreement] subordinated, unmatured and unliquidated liabilities, but excluding the obligations of the Subsidiary Guarantors hereunder and under the other Loan Documents) for of all of the Subsidiary Guarantors, determined (A) with respect to any Subsidiary Guarantor that is a party hereto on the Effective Date, as of the Effective Date, and (B) with respect to any other Subsidiary Guarantor, as of the date such Subsidiary Guarantor becomes a Subsidiary Guarantor hereunder.

Rights of Contribution. For the purposes of this Section 2.02 Existing Guarantors and the New Guarantor shall be individually referred to as "Guarantor" and collectively, as "Guarantors." The Subsidiary Guarantors hereby agree, as between themselves, that if any Subsidiary Guarantor (an "EXCESS FUNDING GUARANTORExcess Funding Guarantor") shall pay Guaranteed Indenture Obligations in excess of such the Excess Funding Guarantor's Pro Rata Share (as defined belowhereinafter defined) of such Guaranteed Obligations (such excess paymentIndenture Obligations, an "EXCESS PAYMENT"), each the other Subsidiary Guarantor Guarantors shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereof), pay to such the Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's their respective Pro Rata Share (of such Pro Rata Share, for the purpose Excess Funding Guarantor's payment. The payment obligation of determining the amount due any Guarantor to the any Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation of each other Subsidiary Guarantor to an Excess Funding Guarantor under this Section 6.7 2.02 shall be subordinate and subject in right of payment to the prior payment in full of the Obligations, obligations of such Guarantor under the other provisions of this Section II and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction in full of the Obligationsall of such obligations. For the purposes hereof, "PRO RATA SHAREPro Rata Share" shall mean, for any Guarantor, a percentage equal to the percentage of such Guarantor's Net Assets as of the Valuation Date (as defined in the next sentence) of the aggregate Net Assets of all of the Guarantors as at such date. For purposes of the preceding sentence, the "Valuation Date" shall mean the date hereof; provided that, if the Trustee requests from time to time that the Guarantors ratify and confirm their respective obligations under this Section II, they shall promptly do so pursuant to an instrument reasonably satisfactory to the Trustee and the Valuation Date shall mean the date of the latest such ratification and confirmation to occur at the request of the Trustee after the date hereof, and "Net Assets" shall mean with respect to each Subsidiary Guarantorany Guarantor as at any date, an amount equal to the ratio (expressed as a percentage) excess of (a) the net worth fair salable value of the assets of such Subsidiary Guarantor at such date (without taking into account the rights of such Guarantor under Section 3.08 of the Credit Agreement), and excluding the value of the shares of the stock or other equity interest owned by such Guarantor and any other Guarantor party to this Indenture, on such date over the amount that would be required to pay the probable liabilities of such Guarantor determined on an unconsolidated basis in accordance with GAAP as of such date (excluding the last day obligations of such Guarantor under Section 3 of the fiscal quarter of such Subsidiary Guarantor most recently ended prior to the date such Person became a Subsidiary GuarantorCredit Agreement) to (b) the sum of the amounts determined pursuant to clause (a) for on all of the Subsidiary Guarantorsits debts.

Rights of Contribution. The Subsidiary Guarantors hereby agreeagree as among themselves that, as between themselves, that if any Subsidiary Guarantor shall make an Excess Payment (as defined below), such Guarantor shall have a right of contribution from each other Guarantor in an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of amount equal to such Excess Funding other Guarantor's Pro Rata ’s Contribution Share (as defined below) of such Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT"), each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereof), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such Pro Rata Share, for the purpose of determining the amount due to the Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation obligations of each other Subsidiary Guarantor to an Excess Funding any Guarantor under this Section 6.7 2(f) shall be subordinate and subject in right of payment to the prior payment in full to the Guaranteed Parties, and none of the Obligations, and such Excess Funding Guarantor Guarantors shall not exercise any right or remedy with respect to such Excess Payment under this Section 2(f) against any other Guarantor until payment and satisfaction in full of all of the ObligationsObligations and termination of the Aggregate Commitments. For purposes of this Section 2(f), (a) “Guaranteed Obligations” shall mean any obligations arising under the purposes hereof, "PRO RATA SHARE" other provisions of this Section 2; (b) “Excess Payment” shall mean the amount paid by any Guarantor in excess of its Pro Rata Share of any Guaranteed Obligations; (c) “Pro Rata Share” shall mean, for any 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 (i) 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 Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of all of the Credit Parties exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Credit Parties hereunder) of the Credit Parties; provided, however, that, for purposes of calculating the Pro Rata Shares of the Guarantors in respect of any payment of Guaranteed Obligations, any Guarantor that became a Guarantor subsequent to the date of any such payment shall be deemed to have been a Guarantor on the date of such payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such payment; and (d) “Contribution Share” shall mean, for any Guarantor in respect to each Subsidiary of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) of (a) the net worth of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as of the last day date of such Excess Payment of (i) 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 Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the fiscal quarter Credit Parties other than the maker of such Subsidiary Excess Payment exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Credit Parties) of the Credit Parties other than the maker of such Excess Payment; provided, however, that, for purposes of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor most recently ended prior that became a Guarantor subsequent to the date of any such Person Excess Payment shall be deemed to have been a Guarantor on the date of such Excess Payment and the financial information for such Guarantor as of the date such Guarantor became a Subsidiary GuarantorGuarantor shall be utilized for such Guarantor in connection with such Excess Payment. This Section 2(f) shall not be deemed to (b) affect any right of subrogation, indemnity, reimbursement or contribution that any Guarantor may have under applicable law against the sum Borrowers in respect of any payment of Guaranteed Obligations. Notwithstanding the foregoing, all rights of contribution against any Guarantor shall terminate from and after such time, if ever, that such Guarantor shall be relieved of its obligations pursuant to Section 8.4 of the amounts determined pursuant to clause (a) for all of the Subsidiary GuarantorsCredit Agreement.

Rights of Contribution. The Subsidiary Guarantors hereby agree, as between themselves, that if any Subsidiary Guarantor (shall become an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of such Excess Funding Guarantor's Pro Rata Share " (as defined below) by reason of such the payment by Subsidiary Guarantor of any Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT")Obligations, each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereofsentence), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such "Pro Rata Share" (as defined below and determined, for the purpose of determining the amount due this purpose, without reference to the properties, debts and liabilities of such Excess Funding Guarantor) of the "Excess Payment" (as defined below) in respect of such Guaranteed Obligations. The payment obligation of a Subsidiary Guarantor to any Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation of each other Subsidiary Guarantor to an Excess Funding Guarantor under this Section 6.7 shall be subordinate and subject in to right of payment to the prior payment in full of the Obligations, obligations of such Subsidiary Guarantor under the other provisions of this Section 2.4 and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction in full of the Obligationsall such obligations. For the purposes hereof, (i) "PRO RATA SHAREExcess Funding Guarantor" shall meanmeans, with in respect to each of any guaranteed Obligations, a Subsidiary Guarantor that has paid an amount in excess of its Pro Rata Share of such Guaranteed Obligations, (ii) "Excess Payment" means, in respect of any guaranteed Obligations, the amount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such Guaranteed Obligations (iii) "Pro Rata Share" means, for any Subsidiary Guarantor, the ratio (expressed express as a percentage) of (ax) the net worth amount by which the aggregate present fair saleable value of all Properties of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as excluding any shares of stock of any other Subsidiary Guarantor) exceeds the last day amount of all the fiscal quarter debts and liabilities of such Subsidiary Guarantor most recently ended prior to (including contingent, subordinate, unmatured and unliquidated liabilities, but excluding the date obligations of such Person became a Subsidiary Guarantor hereunder and any obligations of any other Subsidiary Guarantor that have been Guaranteed by such Subsidiary Guarantor) to (by) the sum amount by which the aggregate fair saleable value of the amounts determined pursuant to clause (a) for all Properties of all of the Subsidiary Guarantors exceeds the amount of all debts and liabilities (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations of the Subsidiary Guarantor hereunder) of the Subsidiary Guarantors, determined (A) with respect to any Subsidiary Guarantor that is a party hereto on the Closing Date, as of the Closing Date, and (B) with respect to any other Subsidiary Guarantor, as of the date such Subsidiary Guarantor becomes a Subsidiary Guarantor hereunder.

Rights of Contribution. The Subsidiary Guarantors hereby agreeagree as among themselves that, as between themselves, that if any Subsidiary Guarantor shall make an Excess Payment (as defined below), such Guarantor shall have a right of contribution from each other Guarantor in an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of amount equal to such Excess Funding other Guarantor's Pro Rata ’s Contribution Share (as defined below) of such Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT"), each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereof), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such Pro Rata Share, for the purpose of determining the amount due to the Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation obligations of each other Subsidiary Guarantor to an Excess Funding any Guarantor under this Section 6.7 11.06 shall be subordinate and subject in right of payment to the prior payment in Obligations until such time as the Obligations have been paid-in-full and the Commitments have terminated, and none of the Obligations, and such Excess Funding Guarantor Guarantors shall not exercise any right or remedy with respect to under this Section 11.06 against any other Guarantor until such Excess Payment until payment Obligations have been paid-in-full and satisfaction in full of the ObligationsCommitments have terminated. For purposes of this Section 11.06, (a) “Excess Payment” shall mean the purposes hereof, "PRO RATA SHARE" amount paid by any Guarantor in excess of its Ratable Share of any Obligations; (b) “Ratable Share” shall mean, for any Guarantor in respect of any payment of Obligations, the ratio (expressed as a percentage) as of the date of such payment of Obligations of (i) 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 Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of all of the Loan Parties exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Loan Parties hereunder) of the Loan Parties; provided, however, that, for purposes of calculating the Ratable Shares of the Guarantors in respect of any payment of Obligations, any Guarantor that became a Guarantor subsequent to the date of any such payment shall be deemed to have been a Guarantor on the date of such payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such payment; and (c) “Contribution Share” shall mean, for any Guarantor in respect to each Subsidiary of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) of (a) the net worth of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as of the last day date of such Excess Payment of (i) 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 Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the fiscal quarter Loan Parties other than the maker of such Subsidiary Excess Payment exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Loan Parties) of the Loan Parties other than the maker of such Excess Payment; provided, however, that, for purposes of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor most recently ended prior that became a Guarantor subsequent to the date of any such Person Excess Payment shall be deemed to have been a Guarantor on the date of such Excess Payment and the financial information for such Guarantor as of the date such Guarantor became a Subsidiary Guarantor) Guarantor shall be utilized for such Guarantor in connection with such Excess Payment. This Section 11.06 shall not be deemed to (b) the sum affect any right of the amounts determined pursuant to clause (a) for all subrogation, indemnity, reimbursement or contribution that any Guarantor may have under Law against any Borrower in respect of the Subsidiary Guarantors.any payment of Obligations

Rights of Contribution. The Subsidiary Guarantors hereby agreeagree as among themselves that, as between themselves, that if any Subsidiary Guarantor shall make an Excess Payment (as defined below), such Guarantor shall have a right of contribution from each other Guarantor in an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of amount equal to such Excess Funding other Guarantor's Pro Rata ’s Contribution Share (as defined below) of such Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT"), each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereof), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such Pro Rata Share, for the purpose of determining the amount due to the Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation obligations of each other Subsidiary Guarantor to an Excess Funding any Guarantor under this Section 6.7 14 shall be subordinate and subject in right of payment to the prior payment Obligations until such time as the Obligations have been paid in full in cash, and none of the Obligations, and such Excess Funding Guarantor Guarantors shall not exercise any right or remedy with respect to under this Section 14 against any other Guarantor until such Excess Payment until payment and satisfaction Obligations have been paid in full of the Obligationsin cash. For purposes of this Section 14, (a) “Excess Payment” shall mean the purposes hereof, "PRO RATA SHARE" amount paid by any Guarantor in excess of its Ratable Share of any Obligations; (b) “Ratable Share” shall mean, for any Guarantor in respect of any payment of Obligations, the ratio (expressed as a percentage) as of the date of such payment of Obligations of (i) 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 Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of Company and Guarantors exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Guarantors hereunder) of the Company and Guarantors, provided, however, that, for purposes of calculating the Ratable Shares of the Guarantors in respect of any payment of Obligations, any Guarantor that became a Guarantor subsequent to the date of any such payment shall be deemed to have been a Guarantor on the date of such payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such payment; and (c) “Contribution Share” shall mean, for any Guarantor in respect to each Subsidiary of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) of (a) the net worth of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as of the last day date of such Excess Payment of (i) 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 Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the fiscal quarter Loan Parties) of Company and Guarantors other than the maker of such Subsidiary Excess Payment; provided, however, that, for purposes of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor most recently ended prior that became a Guarantor subsequent to the date of any such Person Excess Payment shall be deemed to have been a Guarantor on the date of such Excess Payment and the financial information for such Guarantor as of the date such Guarantor became a Subsidiary Guarantor) Guarantor shall be utilized for such Guarantor in connection with such Excess Payment. This Section 14 shall not be deemed to (b) affect any right of subrogation, indemnity, reimbursement or contribution that any Guarantor may have under law against the sum Company in respect of the amounts determined pursuant to clause (a) for all any payment of the Subsidiary GuarantorsObligations.

Rights of Contribution. The Subsidiary Guarantors hereby agree, as As between themselves, the Subsidiary Guarantors agree that if any Subsidiary Guarantor (shall become an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of such Excess Funding Guarantor's Pro Rata Share (as defined below) Guarantor by reason of the payment by such Subsidiary Guarantor of any Guaranteed Obligations (such excess paymentObligations, an "EXCESS PAYMENT"), then each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereofsentence), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's ’s Pro Rata Share (such Pro Rata Sharedetermined, for the purpose of determining the amount due this purpose, without reference to the properties, debts and liabilities of such Excess Funding Guarantor) of the Excess Payment in respect of such Guaranteed Obligations. The payment obligation of a Subsidiary Guarantor to any Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation of each other Subsidiary Guarantor to an Excess Funding Guarantor under this Section 6.7 2.08 shall be subordinate and subject in right of payment to the prior payment in full in cash of the Obligations, and obligations of such Subsidiary Guarantor under the other provisions of this Section 2. Such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction the Guaranteed Obligations are Paid in full of the ObligationsFull. For purposes of this Section 2.08, (i) “Excess Funding Guarantor” means, in respect of any Guaranteed Obligations, a Subsidiary Guarantor that has paid an amount in excess of its Pro Rata Share of such Guaranteed Obligations, (ii) “Excess Payment” means, in respect of any Guaranteed Obligations, the purposes hereofamount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such Guaranteed Obligations and (iii) “Pro Rata Share” means, "PRO RATA SHARE" shall mean, with respect to each for any Subsidiary Guarantor, the ratio (expressed as a percentage) of (ax) the net worth amount by which the aggregate fair saleable value of all properties of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as excluding any Shares of stock or other equity interest of any other Subsidiary Guarantor) exceeds the last day amount of all the fiscal quarter debts and liabilities of such Subsidiary Guarantor most recently ended prior to (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the date obligations of such Person became a Subsidiary Guarantor hereunder and any obligations of any other Subsidiary Guarantor that have been Guaranteed by such Subsidiary Guarantor) to (by) the sum amount by which the aggregate fair saleable value of all properties of all of the amounts determined pursuant to clause Subsidiary Guarantors exceeds the amount of all the debts and liabilities (aincluding contingent, Third Lien BrandCo Guarantee and Security Agreement LEGAL_US_E # 148181006.4 subordinated, unmatured and unliquidated liabilities, but excluding the obligations of the Subsidiary Guarantors hereunder and under the other Loan Documents) for of all of the Subsidiary Guarantors, determined (A) with respect to any Subsidiary Guarantor that is a party hereto on the Effective Date, as of the Effective Date, and (B) with respect to any other Subsidiary Guarantor, as of the date such Subsidiary Guarantor becomes a Subsidiary Guarantor hereunder.

Rights of Contribution. The Subsidiary Guarantors hereby agree, as between themselves, that if any Subsidiary Guarantor (shall become an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of such Excess Funding Guarantor's Pro Rata Share Guarantor (as defined below) by reason of the payment by such Guarantor of any Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT")Obligations, each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereofsentence), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's ’s Pro Rata Share (such Pro Rata Shareas defined below and determined, for the purpose of determining the amount due this purpose, without reference to the properties, debts and liabilities of such Excess Funding Guarantor) of the Excess Payment (as defined below) in respect of such Guaranteed Obligations. The payment obligation of a Guarantor to any Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation of each other Subsidiary Guarantor to an Excess Funding Guarantor under this Section 6.7 11.08 shall be subordinate and subject in right of payment to the prior payment in full of the Obligations, obligations of such Guarantor under the other provisions of this Article 11 and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction in full of the Obligationsall of such obligations. For purposes of this Section 11.08, (i) “Excess Funding Guarantor” means, in respect of any Guaranteed Obligations, a Guarantor that has paid an amount in excess of its Pro Rata Share of such Guaranteed Obligations, (ii) “Excess Payment” means, in respect of any Guaranteed Obligations, the purposes hereofamount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such Guaranteed Obligations and (iii) “Pro Rata Share” means, "PRO RATA SHARE" shall meanas of the date of determination, with respect to each Subsidiary for any Guarantor, the ratio (expressed as a percentage) of (ax) the net worth amount by which the aggregate present fair saleable value of all properties of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as excluding any shares of stock of any other Guarantor) exceeds the last day amount of all the fiscal quarter debts and liabilities of such Subsidiary Guarantor most recently ended prior to (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the date obligations of such Person became a Subsidiary Guarantor hereunder and any obligations of any other Guarantor that have been Guaranteed by such Guarantor) to (by) the sum amount by which the aggregate fair saleable value of the amounts determined pursuant to clause (a) for all properties of all of the Subsidiary Guarantors exceeds the amount of all the debts and liabilities (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations of Borrower and the Guarantors hereunder and under the other Loan Documents) of all of the Guarantors, determined (A) with respect to any Guarantor that is a party hereto on the Closing Date, as of such date, and (B) with respect to any other Guarantor, as of the date such Guarantor becomes a Guarantor hereunder. Section 11.09.

Rights of Contribution. The Subsidiary Guarantors Guarantor and each other Person providing a Guaranty pursuant to the Credit Agreement from time to time, including those Persons executing the Acknowledgment to this Guaranty (collectively, the "GROUP GUARANTORS", hereby agree, as between themselvesamong themselves and for the benefit of each of them, that if any Subsidiary Guarantor (in such capacity, an "EXCESS FUNDING GUARANTOR") shall pay make any payment in respect of any of the Guaranteed Obligations in excess hereunder (a "GUARANTEE PAYMENT") as a result of which such Excess Funding Guarantor's Guarantor shall have paid more than its Pro Rata Share (as defined below) of such the Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT")Obligations, each other Subsidiary Group Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereof), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Group Guarantor's Pro Rata Share (such Pro Rata Share, for the purpose of determining the amount due to the Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Guarantee Payment. The payment obligation of each other Subsidiary any Group Guarantor to an any Excess Funding Guarantor under this Section 6.7 SECTION 4 shall be subordinate and subject in right of payment to the prior payment in full in cash of the Obligations, Guaranteed Obligations (in favor of the Lender Parties) and termination of all the Commitments and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction in full all of the Obligationsforegoing shall have occurred. For the purposes hereof, "PRO RATA SHARE" ") shall mean, with respect to each Subsidiary for any Group Guarantor, the ratio (expressed as a percentagepercentage and determined as of the date of the most recent financial statements provided to the Lender Parties pursuant to CLAUSE (a) or (b) of SECTION 8.1.1 of the Credit Agreement) of (a) the net worth sum of the unconsolidated stockholders equity of such Subsidiary Group Guarantor plus the net amount (determined on an unconsolidated basis in accordance with GAAP as if greater than zero) of any obligations owed by such Group Guarantor to all the last day of the fiscal quarter of such Subsidiary Guarantor most recently ended prior to the date such Person became a Subsidiary Guarantor) Borrowers to (b) the sum of the amounts determined pursuant unconsolidated stockholders equity of all the Group Guarantors plus the net amount (if greater than zero) of any obligations owed by all the Group Guarantors to clause all the Borrowers (a) for all it being understood and agreed that, in the case of the Subsidiary Guarantorsany Group Guarantor that is also a Borrower, such Group Guarantor shall not be considered to owe any obligation to itself in its capacity as such Borrower).

Rights of Contribution. The Subsidiary Guarantors hereby agree, as between among themselves, that if any Subsidiary Guarantor (shall become an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of such Excess Funding Guarantor's Pro Rata Share Guarantor (as defined below) of such Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT"), each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereofsucceeding provisions of this Section 4.5), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such Pro Rata Shareas defined below and determined, for the purpose of determining the amount due to the Excess Funding Guarantor under this Section 6.7purpose, to be determined without reference to the properties, assets, liabilities and debts of such Excess Funding Guarantor) of such Excess PaymentPayment (as defined below). The payment obligation of each other Subsidiary any Guarantor to an any Excess Funding Guarantor under this Section 6.7 4.5 shall be subordinate and subject in right of payment to the prior payment in full of the Obligationsobligations of such Guarantor under the other provisions of this Section 4, and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction in full of the Obligationsall of such obligations. For the purposes hereof, (i) "PRO RATA SHAREExcess Funding Guarantor" shall mean, with in respect to each Subsidiary of any obligations arising under the other provisions of this Section 4 (hereafter, the "Guaranteed Obligations"), a Guarantor that has paid an amount in excess of its Pro Rata Share of the Guaranteed obligations; (ii) "Excess Payment" shall mean, in respect of any Guaranteed Obligations, the Amount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such Guaranteed obligations; and (iii) "Pro Rata Share", for the purposes of this Section 4.5, shall mean, for any Guarantor, the ratio (expressed as a percentage) of (a) the net worth amount by which the aggregate present fair saleable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as of including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the last day of the fiscal quarter obligations of such Subsidiary Guarantor most recently ended prior to the date such Person became a Subsidiary Guarantorhereunder) to (b) the sum amount by which the aggregate present fair saleable value of all assets and other properties of the amounts determined pursuant to clause (a) for Borrower and all of the Subsidiary Guarantors exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Borrower and the Guarantors hereunder) of the Borrower and all of the Guarantors, all as of the Closing Date (if any Guarantor becomes a party hereto subsequent to the Closing Date, then for the purposes of this Section 4.5 such subsequent Guarantor shall be deemed to have been a Guarantor as of the Closing Date and the information pertaining to, and only pertaining to, such Guarantor as of the date such Guarantor became a Guarantor shall be deemed true as of the Closing Date).

Rights of Contribution. The Subsidiary Guarantors hereby agree, as between themselves, that if any Subsidiary Guarantor (shall become an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of such Excess Funding Guarantor's Pro Rata Share Guarantor (as defined below) by reason of the payment by such Guarantor of any Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT")Obligations, each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereofsentence), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata ’s Fair Share (such Pro Rata Shareas defined below and determined, for the purpose of determining the amount due this purpose, without reference to the properties, debts and liabilities of such Excess Funding Guarantor) of the Excess Payment (as defined below) in respect of such Guaranteed Obligations. The payment obligation of a Guarantor to any Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation of each other Subsidiary Guarantor to an Excess Funding Guarantor under this Section 6.7 12.8 shall be subordinate and subject in right of payment to the prior payment in full of the Obligations, obligations of such Guarantor under the other provisions of this Section 12 and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction in full of the Obligationsall of such obligations. For purposes of this Section 12.8, (i) “Excess Funding Guarantor” means, in respect of any Guaranteed Obligations, a Guarantor that has paid an amount in excess of its Fair Share of such Guaranteed Obligations, (ii) “Excess Payment” means, in respect of any Guaranteed Obligations, the purposes hereofamount paid by an Excess Funding Guarantor in excess of its Fair Share of such Guaranteed Obligations and (iii) “Fair Share” means, "PRO RATA SHARE" shall mean, with respect to each Subsidiary for any Guarantor, the ratio (expressed as a percentage) of (ax) the net worth amount by which the aggregate present fair saleable value of all properties of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as excluding any shares of stock of any other Guarantor) exceeds the last day amount of all the fiscal quarter debts and liabilities of such Subsidiary Guarantor most recently ended prior to (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the date obligations of such Person became a Subsidiary Guarantor hereunder and any obligations of any other Guarantor that have been Guaranteed by such Guarantor) to (by) the sum amount by which the aggregate fair saleable value of the amounts determined pursuant to clause (a) for all properties of all of the Subsidiary Guarantors exceeds the amount of all the debts and liabilities (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations of Issuer and the Guarantors hereunder and under the other Note Documents) of all of the Guarantors, determined (A) with respect to any Guarantor that is a party hereto on the Effective Date, as of the Effective Date, and (B) with respect to any other Guarantor, as of the date such Guarantor becomes a Guarantor hereunder.

Rights of Contribution. The Subsidiary Guarantors hereby agreeagree as among themselves that, as between themselves, that if any Subsidiary Guarantor shall make an Excess Payment (as defined below), such Guarantor shall have a right of contribution from each other Guarantor in an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of amount equal to such Excess Funding other Guarantor's Pro Rata ’s Contribution Share (as defined below) of such Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT"), each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereof), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such Pro Rata Share, for the purpose of determining the amount due to the Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation obligations of each other Subsidiary Guarantor to an Excess Funding any Guarantor under this Section 6.7 18 shall be subordinate and subject in right of payment to the prior payment Obligations until such time as the Obligations have been paid in full in cash, and none of the Obligations, and such Excess Funding Guarantor Guarantors shall not exercise any right or remedy with respect to under this Section 18 against any other Guarantor until such Excess Payment until payment and satisfaction Obligations have been paid in full of the Obligationsin cash. For purposes of this Section 18, (a) “Excess Payment” shall mean the purposes hereof, "PRO RATA SHARE" amount paid by any Guarantor in excess of its Ratable Share of any Obligations; (b) “Ratable Share” shall mean, for any Guarantor in respect of any payment of Obligations, the ratio (expressed as a percentage) as of the date of such payment of Obligations of (i) 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 Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the Company and the Guarantors exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Guarantors hereunder) of the Company and the Guarantors, provided, that, for purposes of calculating the Ratable Shares of the Guarantors in respect of any payment of Obligations, any Guarantor that became a Guarantor subsequent to the date of any such payment shall be deemed to have been a Guarantor on the date of such payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such payment; and (c) “Contribution Share” shall mean, for any Guarantor in respect to each Subsidiary of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) of (a) the net worth of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as of the last day date of such Excess Payment of (i) 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 Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the Obligations) of the fiscal quarter Company and the Guarantors other than the maker of such Subsidiary Excess Payment; provided, however, that, for purposes of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor most recently ended prior that became a Guarantor subsequent to the date of any such Person Excess Payment shall be deemed to have been a Guarantor on the date of such Excess Payment and the financial information for such Guarantor as of the date such Guarantor became a Subsidiary Guarantor) to (b) the sum of the amounts determined pursuant to clause (a) Guarantor shall be utilized for all of the Subsidiary Guarantorssuch Guarantor in connection with such Excess Payment.

Rights of Contribution. The Company and each Subsidiary Guarantors Guarantor hereby agreeagree that, to the extent that a Subsidiary Guarantor shall have paid an amount hereunder to any Beneficiary that is greater than the net value of the benefits received, directly or indirectly, by such paying 42 Subsidiary Guarantor as between themselvesa result of the issuance and sale of the Notes, that if such paying Subsidiary Guarantor shall be entitled to contribution from the Company or any Subsidiary Guarantor (an "EXCESS FUNDING GUARANTOR") shall pay that has not paid its proportionate share, based on benefits received as a result of the issuance and sale of the Notes, of the Guaranteed Obligations in excess of such Excess Funding Guarantor's Pro Rata Share (Obligations. Any amount payable as defined below) of such Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT"), each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereof), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such Pro Rata Share, for the purpose of determining the amount due to the Excess Funding Guarantor a contribution under this Section 6.7, to 20.1(g) shall be determined without reference as of the date on which the related payment or distribution is made by the Subsidiary Guarantor seeking contribution, and each of the Company and the Subsidiary Guarantors acknowledges that the right to the Excess Funding Guarantor) contribution hereunder shall constitute an asset of such Excess Payment. The payment obligation of each other Subsidiary Guarantor to an Excess Funding Guarantor under which such contribution is owed. Notwithstanding the foregoing, the provisions of this Section 6.7 20.1(g) shall be subordinate in no respect limit the obligations and subject liabilities of any Subsidiary Guarantor to the Beneficiaries hereunder or under any other Transaction Document, and each Subsidiary Guarantor shall remain liable for the full payment and performance guaranteed hereunder. Any indebtedness or other obligations of the Company or a Subsidiary Guarantor now or hereafter held by or owing to any Subsidiary Guarantor is hereby subordinated in time and right of payment to the prior payment in full all indebtedness or other obligations of the Obligations, Company and such Excess Funding Guarantor shall not exercise the Subsidiary Guarantors to any right or remedy with respect to such Excess Payment until payment and satisfaction in full of the Obligations. For the purposes hereof, "PRO RATA SHARE" shall mean, with respect to each Subsidiary Guarantor, the ratio (expressed as a percentage) of (a) the net worth of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as of the last day of the fiscal quarter of such Subsidiary Guarantor most recently ended prior to the date such Person became a Subsidiary Guarantor) to (b) the sum of the amounts determined pursuant to clause (a) for all of the Subsidiary GuarantorsBeneficiaries under the Notes, this Agreement or any other Transaction Document.

Rights of Contribution. The Subsidiary Guarantors hereby agree, as between themselves, that if any Subsidiary Guarantor (shall become an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of such Excess Funding Guarantor's Pro Rata Share Guarantor (as defined below) by reason of the payment by such Subsidiary Guarantor of any Guaranteed Obligations (such excess paymentObligations, an "EXCESS PAYMENT"), then each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereofsentence), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's ’s Pro Rata Share (such Pro Rata Shareas defined below and determined, for the purpose of determining the amount due this purpose, without reference to the properties, debts and liabilities of such Excess Funding Guarantor) of the Excess Payment (as defined below) in respect of such Guaranteed Obligations. The payment obligation of a Subsidiary Guarantor to any Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation of each other Subsidiary Guarantor to an Excess Funding Guarantor under this Section 6.7 shall be subordinate and subject in right of payment to the prior payment in full of the Obligations, obligations of such Subsidiary Guarantor under the other provisions of this Article and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction in full of the Obligationsall of such obligations. For purposes of this Section, (a) “Excess Funding Guarantor” means, in respect of any Guaranteed Obligations, a Subsidiary Guarantor that has paid an amount in excess of its Pro Rata Share of such Guaranteed Obligations, (b) “Excess Payment” means, in respect of any Guaranteed Obligations, the purposes hereofamount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such Guaranteed Obligations and (c) “Pro Rata Share” means, "PRO RATA SHARE" shall mean, with respect to each for any Subsidiary Guarantor, the ratio (expressed as a percentage) of (ai) the net worth amount by which the aggregate present fair saleable value of all properties of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as excluding any shares of stock or other equity interest of any other Subsidiary Guarantor) exceeds the last day amount of all the fiscal quarter debts and liabilities of such Subsidiary Guarantor most recently ended prior to (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the date obligations of such Person became a Subsidiary Guarantor hereunder and any obligations of any other Subsidiary Guarantor that have been Guaranteed by such Subsidiary Guarantor) to (bii) the sum amount by which the aggregate fair saleable value of all properties of all of the amounts determined pursuant to clause Subsidiary Guarantors exceeds the amount of all the debts and liabilities (aincluding contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations of any Borrower and the Subsidiary Guarantors hereunder and under the other Loan Documents) for of all of the Subsidiary Guarantors., determined (A) with respect to any Subsidiary Guarantor that is a party hereto on the Effective Date, as of the Effective Date, and (B) with respect to any other Subsidiary Guarantor, as of the date such Subsidiary Guarantor becomes a Subsidiary Guarantor hereunder. -51-

Rights of Contribution. The Subsidiary Guarantors hereby agree, as between among themselves, that if any Subsidiary Guarantor (shall become an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of such Excess Funding Guarantor's Pro Rata Share Guarantor (as defined below) of such Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT"), each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereofsucceeding provisions of this Section), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's ’s Pro Rata Share (such Pro Rata Shareas defined below and determined, for the purpose of determining the amount due to the Excess Funding Guarantor under this Section 6.7purpose, to be determined without reference to the properties, assets, liabilities and debts of such Excess Funding Guarantor) of such Excess PaymentPayment (as defined below). The payment obligation of each other Subsidiary any Guarantor to an any Excess Funding Guarantor under this Section 6.7 shall be subordinate and subject in right of payment to the prior payment in full of the Obligationsobligations of such Guarantor under the other provisions of this Section 3, and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction in full of the Obligationsall of such obligations. For the purposes hereof, "PRO RATA SHARE" (i) “Excess Funding Guarantor” shall mean, with in respect to each Subsidiary of any obligations arising under the other provisions of this Section 3 (hereafter, the “Guarantied Obligations”), a Guarantor that has paid an amount in excess of its Pro Rata Share of the Guarantied Obligations; (ii) “Excess Payment” shall mean, in respect of any Guarantied Obligations, the amount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such Guarantied Obligations; and (iii) “Pro Rata Share”, for the purposes of this Section, shall mean, for any Guarantor, the ratio (expressed as a percentage) of (a) the net worth amount by which the aggregate present fair saleable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as of including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the last day of the fiscal quarter obligations of such Subsidiary Guarantor most recently ended prior to the date such Person became a Subsidiary Guarantorhereunder) to (b) the sum amount by which the aggregate present fair saleable value of all assets and other properties of the amounts determined pursuant to clause (a) for Borrower and all of the Subsidiary Guarantors exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Borrower and the Guarantors hereunder) of the Borrower and all of the Guarantors, all as of the Closing Date (if any Guarantor becomes a party hereto subsequent to the Closing Date, then for the purposes of this Section such subsequent Guarantor shall be deemed to have been a Guarantor as of the Closing Date and the information pertaining to, and only pertaining to, such Guarantor as of the date such Guarantor became a Guarantor shall be deemed true as of the Closing Date).

Rights of Contribution. The Subsidiary Guarantors hereby agreeagree as among themselves that, as between themselves, that if any Subsidiary Guarantor shall make an Excess Payment (as defined below), such Guarantor shall have a right of contribution from each other Guarantor in an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of amount equal to such Excess Funding other Guarantor's Pro Rata ’s Contribution Share (as defined below) of such Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT"), each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereof), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such Pro Rata Share, for the purpose of determining the amount due to the Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation obligations of each other Subsidiary Guarantor to an Excess Funding any Guarantor under this Section 6.7 13.6 shall be subordinate and subject in right of payment to the prior payment in full to the Administrative Agent and the Lenders of the ObligationsGuaranteed Obligations (as defined below), and such Excess Funding Guarantor none of the Guarantors shall not exercise any right or remedy with respect to such Excess Payment under this Section 13.6 against any other Guarantor until payment and satisfaction in full of all of the Obligations. For purposes of this Section 13.6, (a) “Guaranteed Obligations” shall mean any obligations arising under the purposes hereof, "PRO RATA SHARE" other provisions of this Section 13; (b) “Excess Payment” shall mean the amount paid by any Guarantor in excess of its Pro Rata Share of any Guaranteed Obligations; (c) “Pro Rata Share” shall mean, for any 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 (i) 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 Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of all of the Credit Parties exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Credit Parties hereunder) of the Credit Parties; provided, however, that, for purposes of calculating the Pro Rata Shares of the Guarantors in respect of any payment of Guaranteed Obligations, any Guarantor that became a Guarantor subsequent to the date of any such payment shall be deemed to have been a Guarantor on the date of such payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such payment; and (d) “Contribution Share” shall mean, for any Guarantor in respect to each Subsidiary of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) of (a) the net worth of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as of the last day date of such Excess Payment of (i) 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 Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the fiscal quarter Credit Parties other than the maker of such Subsidiary Excess Payment exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Credit Parties) of the Credit Parties other than the maker of such Excess Payment; provided, however, that, for purposes of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor most recently ended prior that became a Guarantor subsequent to the date of any such Person Excess Payment shall be deemed to have been a Guarantor on the date of such Excess Payment and the financial information for such Guarantor as of the date such Guarantor became a Subsidiary Guarantor) Guarantor shall be utilized for such Guarantor in connection with such Excess Payment. This Section 13.6 shall not be deemed to (b) the sum affect any right of the amounts determined pursuant to clause (a) for all subrogation, indemnity, reimbursement or contribution that any Guarantor may have under Applicable Law against any Borrower in respect of the Subsidiary Guarantorsany payment of Guaranteed Obligations.

Rights of Contribution. The Subsidiary Guarantors hereby agreeagree as among themselves that, as between themselves, that if any Subsidiary Guarantor shall make an Excess Payment (as defined below), such Guarantor shall have a right of contribution from each other Guarantor in an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of amount equal to such Excess Funding other Guarantor's Pro Rata ’s Contribution Share (as defined below) of such Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT"), each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereof), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such Pro Rata Share, for the purpose of determining the amount due to the Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation obligations of each other Subsidiary Guarantor to an Excess Funding any Guarantor under this Section 6.7 4.06 shall be subordinate and subject in right of payment to the prior payment in Obligations until such time as the Obligations (other than contingent obligations for which no claim has been asserted) have been paid-in-full and the Commitments have terminated, and none of the Obligations, and such Excess Funding Guarantor Guarantors shall not exercise any right or remedy with respect to under this Section 4.06 against any other Guarantor until such Excess Payment until payment Obligations have been paid-in-full and satisfaction in full of the ObligationsCommitments have terminated. For purposes of this Section 4.06, (a) “Excess Payment” shall mean the purposes hereof, "PRO RATA SHARE" amount paid by any Guarantor in excess of its Ratable Share of any Guaranteed Obligations; (b) “Ratable Share” shall mean, for any Guarantor in respect of any payment of Obligations, the ratio (expressed as a percentage) as of the date of such payment of Guaranteed Obligations of (i) 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 Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of all of the Loan Parties exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Loan Parties hereunder) of the Loan Parties; provided, however, that, for purposes of calculating the Ratable Shares of the Guarantors in respect of any payment of Obligations, any Guarantor that became a Guarantor subsequent to the date of any such payment shall be deemed to have been a Guarantor on the date of such payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such payment; (c) “Contribution Share” shall mean, for any Guarantor in respect to each Subsidiary of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) of (a) the net worth of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as of the last day of the fiscal quarter date of such Subsidiary Excess Payment of (i) 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 Guarantor most recently ended prior to (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the date obligations of such Person became a Subsidiary GuarantorGuarantor hereunder) to (bii) the sum amount by which the aggregate present fair salable value of all assets and other properties of the amounts determined pursuant to clause (a) for all of the Subsidiary Guarantors.Loan Parties other

Rights of Contribution. The Subsidiary Guarantors hereby agree, as between themselves, that if any Subsidiary Guarantor (shall become an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of such Excess Funding Guarantor's Pro Rata Share Guarantor (as defined below) by reason of the payment by such Subsidiary Guarantor of any Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT")Obligations, each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereofsentence), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's ’s Pro Rata rata Share (such Pro Rata Shareas defined below and determined, for the purpose of determining the amount due this purpose, without reference to the properties, debts and liabilities of such Excess Funding Guarantor) of the Excess Payment (as defined below) in respect of such Guaranteed Obligations. CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. The payment obligation of a Subsidiary Guarantor to any Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation of each other Subsidiary Guarantor to an Excess Funding Guarantor under this Section 6.7 14.08 shall be subordinate and subject in right of payment to the prior payment in full of the Obligations, obligations of such Subsidiary Guarantor under the other provisions of this Section 14 and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction in full of the Obligations. For the purposes hereof, "PRO RATA SHARE" shall mean, with respect to each Subsidiary Guarantor, the ratio (expressed as a percentage) of (a) the net worth all of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as of the last day of the fiscal quarter of such Subsidiary Guarantor most recently ended prior to the date such Person became a Subsidiary Guarantor) to (b) the sum of the amounts determined pursuant to clause (a) for all of the Subsidiary Guarantorsobligations.

Rights of Contribution. The Subsidiary Guarantors hereby agreeagree as among themselves that, as between themselves, that if any Subsidiary Guarantor shall make an Excess Payment (an "EXCESS FUNDING GUARANTOR") as defined below), such Guarantor shall pay have a right of contribution from each other Guarantor of the respective Guaranteed Obligations in excess of an amount equal to such Excess Funding other Guarantor's Pro Rata ’s Contribution Share (as defined below) of such Guaranteed Obligations Excess Payment; provided that such other Guarantor shall not be obligated to contribute an amount in excess of the amount that could at that point in time be claimed from such other Guarantor under Section 4.01(a) above after giving effect to Section 4.01(b) (such excess payment, an "EXCESS PAYMENT"the “Capped Amount”), each other Subsidiary Guarantor shall, on demand and that its payment under this Section 4.06 and any payment under Section 4.01 made at the same time shall in aggregate not exceed the Capped Amount. The payment obligations of such Excess Funding Guarantor (but subject to the next sentence hereof), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such Pro Rata Share, for the purpose of determining the amount due to the Excess Funding any Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation of each other Subsidiary Guarantor to an Excess Funding Guarantor under this Section 6.7 4.06 shall be subordinate and subject in right of payment to the prior payment Guaranteed Obligations until such time as all Obligations have been paid in full full, and none of the Obligations, and such Excess Funding Guarantor Guarantors shall not exercise any right or remedy with respect to under this Section 4.06 against any other Guarantor until such Excess Payment until payment and satisfaction Obligations have been paid in full of the Obligationsfull. For purposes of this Section 4.06, (a) “Excess Payment” shall mean the purposes hereof, "PRO RATA SHARE" amount paid by any Guarantor in excess of its Ratable Share of any Guaranteed Obligations; (b) “Ratable Share” shall mean, for any 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 (i) 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 Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of all Guarantors of the respective Guaranteed Obligations exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Intercompany Primary Credit Parties hereunder) of such Guarantors; provided, however, that, for purposes of calculating the Ratable Shares of the Guarantors in respect of any payment of Guaranteed Obligations, any Guarantor that became a Guarantor subsequent to the date of any such payment shall be deemed to have been a Guarantor on the date of such payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such payment; and (c) “Contribution Share” shall mean, for any Guarantor (of the respective Guaranteed Obligations) in respect to each Subsidiary of any Excess Payment made in respect of such Guaranteed Obligations by any other Guarantor, the ratio (expressed as a percentage) as of the date of such Excess Payment of (ai) the net worth 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 (determined including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the Guarantors of the respective Guaranteed Obligations other than the maker of such Excess Payment exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Intercompany Primary Credit Parties hereunder) of the Guarantors of the respective Guaranteed Obligations other than the maker of such Excess Payment; provided, however, that, for purposes of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor that became a Guarantor subsequent to the date of any such Excess Payment shall be deemed to have been a Guarantor on an unconsolidated basis the date of such Excess Payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such Excess Payment. This Section 4.06 shall not be deemed to affect any right of subrogation, indemnity, reimbursement or contribution that any Guarantor may have under Law against the Borrowers in respect of any payment of Guaranteed Obligations. Notwithstanding the foregoing, all rights of contribution against any Guarantor shall terminate from and after such time, if ever, that such Guarantor is relieved of its obligations in accordance with GAAP as of the last day of the fiscal quarter of such Subsidiary Guarantor most recently ended prior to the date such Person became a Subsidiary Guarantor) to (b) the sum of the amounts determined pursuant to clause (a) for all of the Subsidiary GuarantorsSection 4.09.

Rights of Contribution. The Subsidiary Guarantors Guarantor and each other Person providing a Guaranty pursuant to the Credit Agreement from time to time, including those Persons executing the Acknowledgment to this Guaranty (collectively, the “Group Guarantors”), hereby agree, as between themselvesamong themselves and for the benefit of each of them, that if any Subsidiary Group Guarantor (in such capacity an "EXCESS FUNDING GUARANTOR"“Excess Funding Guarantor”) shall pay make any payment in respect of any of the Guaranteed Obligations in excess hereunder (a “Guarantee Payment”) as a result of which such Excess Funding Guarantor's Guarantor shall have paid more than its Pro Rata Share (as defined below) of such the Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT")Obligations, each other Subsidiary Group Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereof), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Group Guarantor's ’s Pro Rata Share (of such Pro Rata Share, for the purpose Guarantee Payment. The payment obligation of determining the amount due any Share of such Guarantee Payment. The payment obligation of any Group Guarantor to the any Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation of each other Subsidiary Guarantor to an Excess Funding Guarantor under this Section 6.7 5 shall be subordinate and subject in right of payment to the prior payment in full in cash of the Obligations, Guaranteed Obligations (in favor of the Lender Parties) and termination of all the Commitments and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction in full all of the Obligationsforegoing shall have occurred. For the purposes hereof, "PRO RATA SHARE" “Pro Rata Share” shall mean, with respect to each Subsidiary for any Group Guarantor, the ratio (expressed as a percentagepercentage and determined as of the date of the most recent financial statements provided to the Lender Parties pursuant to clause (a) or (b) of Section 8.1.1 of the Credit Agreement) of (a) the net worth sum of the unconsolidated stockholders equity of such Subsidiary Group Guarantor plus the net amount (determined on an unconsolidated basis in accordance with GAAP as if greater than zero) of any obligations owed by such Group Guarantor to all the last day of the fiscal quarter of such Subsidiary Guarantor most recently ended prior to the date such Person became a Subsidiary Guarantor) Borrowers to (b) the sum of the amounts determined pursuant unconsolidated stockholders equity of all the Group Guarantors plus the net amount (if greater than zero) of any obligations owed by all the Group Guarantors to clause all the Borrowers (a) for all it being understood and agreed that, in the case of the Subsidiary Guarantorsany Group Guarantor that is also a Borrower, such Group Guarantor shall not be considered to owe any obligation to itself in its capacity as such Borrower).

Rights of Contribution. The Subsidiary Guarantors hereby agree, as between among ---------------------- themselves, that if any Subsidiary Guarantor (shall become an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of such Excess Funding Guarantor's Pro Rata Share Guarantor (as defined below) of such Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT"), each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereofsucceeding provisions of this Section), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such Pro Rata Shareas defined below and determined, for the purpose of determining the amount due to the Excess Funding Guarantor under this Section 6.7purpose, to be determined without reference to the properties, assets, liabilities and debts of such Excess Funding Guarantor) of such Excess PaymentPayment (as defined below). The payment obligation of each other Subsidiary any Guarantor to an any Excess Funding Guarantor under this Section 6.7 shall be subordinate and subject in right of payment to the prior payment in full of the Obligationsobligations of such Guarantor under the other provisions of this Section 3, and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction in full of the Obligationsall of such obligations. For the purposes hereof, (i) "PRO RATA SHAREExcess Funding Guarantor" shall mean, with in respect to each Subsidiary Guarantorof any ------------------------ obligations arising under the other provisions of this Section 3 (hereafter, the ratio (expressed as "Guarantied Obligations"), a percentage) Guarantor that has paid an amount in excess of (a) the net worth of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as its ---------------------- Pro Rata Share of the last day Guarantied Obligations; (ii) "Excess Payment" shall mean, -------------- in respect of any Guarantied Obligations, the fiscal quarter amount paid by an Excess Funding Guarantor in excess of such Subsidiary Guarantor most recently ended prior to the date such Person became a Subsidiary Guarantor) to (b) the sum its Pro Rata Share of the amounts determined pursuant to clause (a) for all of the Subsidiary Guarantors.such

Rights of Contribution. The Subsidiary Guarantors hereby agreeagree that, as between themselvesamong the Guarantors, that if any Subsidiary Guarantor shall make an Excess Payment (as defined below), such Guarantor shall have a right of contribution from each other Guarantor in an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of amount equal to such Excess Funding other Guarantor's Pro Rata ’s Contribution Share (as defined below) of such Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT"), each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereof), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such Pro Rata Share, for the purpose of determining the amount due to the Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation obligations of each other Subsidiary Guarantor to an Excess Funding any Guarantor under this Section 6.7 7 shall be subordinate and subject in right of payment to the prior payment Obligations until such time as the Obligations have been paid in full and the Commitments have terminated, and none of the Obligations, and such Excess Funding Guarantor Guarantors shall not exercise any right or remedy with respect to under this Section 7 against any other Guarantor until such Excess Payment until payment and satisfaction Obligations have been paid in full of and the ObligationsCommitments have terminated. For purposes of this Section 7, (a) “Excess Payment” shall mean the purposes hereof, "PRO RATA SHARE" amount paid by any Guarantor in excess of its Ratable Share of any Obligations; (b) “Ratable Share” shall mean, for any Guarantor in respect of any payment of Obligations, the ratio (expressed as a percentage) as of the date of such payment of Obligations of (i) 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 Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of all of the Borrower and the Guarantors (collectively, the “Loan Parties”) exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Loan Parties hereunder) of the Loan Parties; provided, however, that, for purposes of calculating the Ratable Shares of the Guarantors in respect of any payment of Obligations, any Guarantor that became a Guarantor subsequent to the date of any such payment shall be deemed to have been a Guarantor on the date of such payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such payment; and (c) “Contribution Share” shall mean, for any Guarantor in respect to each Subsidiary of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) of (a) the net worth of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as of the last day date of such Excess Payment of (i) 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 Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the fiscal quarter Loan Parties other than the maker of such Subsidiary Excess Payment exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Loan Parties) of the Loan Parties other than the maker of such Excess Payment; provided, however, that, for purposes of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor most recently ended prior that became a Guarantor subsequent to the date of any such Person Excess Payment shall be deemed to have been a Guarantor on the date of such Excess Payment and the financial information for such Guarantor as of the date such Guarantor became a Subsidiary Guarantor) Guarantor shall be utilized for such Guarantor in connection with such Excess Payment. This Section 7 shall not be deemed to (b) affect any right of subrogation, indemnity, reimbursement or contribution that any Guarantor may have under Law against the sum Borrower in respect of the amounts determined pursuant to clause (a) for all any payment of the Subsidiary GuarantorsObligations.

Rights of Contribution. The Subsidiary Guarantors hereby agreeagree as among themselves that, as between themselves, that if any Subsidiary Guarantor shall make an Excess Payment (as defined below), such Guarantor shall have a right of contribution from each other Guarantor in an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of amount equal to such Excess Funding other Guarantor's Pro Rata ’s Contribution Share (as defined below) of such Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT"), each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereof), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such Pro Rata Share, for the purpose of determining the amount due to the Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation obligations of each other Subsidiary Guarantor to an Excess Funding any Guarantor under this Section 6.7 11.06 shall be subordinate and subject in right of payment to the prior payment in Obligations until such time as the Obligations have been paid-in-full and the Commitments have terminated, and none of the Obligations, and such Excess Funding Guarantor Guarantors shall not exercise any right or remedy with respect to under this Section 11.06 against any other Guarantor until such Excess Payment until payment Obligations have been paid-in-full and satisfaction in full of the ObligationsCommitments have terminated. For purposes of this Section 11.06, (a) “Excess Payment” shall mean the purposes hereof, "PRO RATA SHARE" amount paid by any Guarantor in excess of its Ratable Share of any Obligations; (b) “Ratable Share” shall mean, for any Guarantor in respect of any payment of Obligations, the ratio (expressed as a percentage) as of the date of such payment of Obligations of (i) 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 Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of all of the Loan Parties exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Loan Parties hereunder) of the Loan Parties; provided, however, that, for purposes of calculating the Ratable Shares of the Guarantors in respect of any payment of Obligations, any Guarantor that became a Guarantor subsequent to the date of any such payment shall be deemed to have been a Guarantor on the date of such payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such payment; and (c) “Contribution Share” shall mean, for any Guarantor in respect to each Subsidiary of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) of (a) the net worth of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as of the last day date of such Excess Payment of (i) 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 Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the fiscal quarter Loan Parties other than the maker of such Subsidiary Excess Payment exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Loan Parties) of the Loan Parties other than the maker of such Excess Payment; provided, however, that, for purposes of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor most recently ended prior that became a Guarantor subsequent to the date of any such Person Excess Payment shall be deemed to have been a Guarantor on the date of such Excess Payment and the financial information for such Guarantor as of the date such Guarantor became a Subsidiary Guarantor) Guarantor shall be utilized for such Guarantor in connection with such Excess Payment. This Section 11.06 shall not be deemed to (b) the sum affect any right of the amounts determined pursuant to clause (a) for all subrogation, indemnity, reimbursement or contribution that any Guarantor may have under Law against any Borrower in respect of the Subsidiary Guarantorsany payment of Obligations.

Rights of Contribution. The Subsidiary Guarantors hereby agree, as between themselves, that if any Subsidiary Guarantor (shall become an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of such Excess Funding Guarantor's Pro Rata Share Obligor (as defined below) by reason of the payment by such Guarantor of any Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT")Obligations, each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor Obligor (but subject to the next sentence hereofsentence), pay to such Excess Funding Guarantor Obligor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such Pro Rata Shareas defined below and determined, for the purpose of determining the amount due to the Excess Funding Guarantor under this Section 6.7purpose, to be determined without reference to the Excess Funding Guarantor) properties, debts and liabilities of such Excess PaymentFunding Obligor) of the Excess Payment (as defined below) in respect of such Guaranteed Obligations. The payment obligation 1.5 1.6 For purposes of each other Subsidiary Guarantor to an this Section 8.5, (i) "Excess Funding Guarantor under this Section 6.7 shall be subordinate and subject in right of payment to the prior payment in full of the Obligations, and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment until payment and satisfaction in full of the Obligations. For the purposes hereof, "PRO RATA SHAREObligor" shall mean, with in respect to each Subsidiary of any Guaranteed Obligations, a Guarantor that has paid an amount in excess of its Pro Rata Share of such Guaranteed Obligations, (ii) "Excess Payment" shall mean, in respect of any Guaranteed Obligations, the amount paid by an Excess Funding Obligor in excess of its Pro Rata Share of such Guaranteed Obligations and (iii) "Pro Rata Share" shall mean, for any Guarantor, the ratio (expressed as a percentage) of (ax) the net worth amount by which the aggregate fair saleable value of all properties of such Subsidiary Guarantor on the date of this Agreement exceeds the amount of all the debts and liabilities of such Guarantor (determined on an unconsolidated basis including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations that have been guaranteed by such Guarantor in accordance with GAAP Section 8.1) to (y) the amount by which the aggregate fair saleable value of all assets of the Borrower and all the Guarantors exceeds the amount of all the debts and liabilities (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations of the Borrower and the Guarantors hereunder) of the Borrower and all the Guarantors, all as of the last day of the fiscal quarter of such Subsidiary Guarantor most recently ended prior to the date such Person became a Subsidiary Guarantor) to (b) the sum of the amounts determined pursuant to clause (a) for all of the Subsidiary Guarantors.Closing Date. 1.7 1.8

Rights of Contribution. The Subsidiary Guarantors hereby agreeagree as among themselves that, as between themselves, that if any Subsidiary Guarantor shall make an Excess Payment (as defined below), such Guarantor shall have a right of contribution from each other Guarantor in an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of amount equal to such Excess Funding other Guarantor's Pro Rata Contribution Share (as defined below) of such Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT"), each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereof), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such Pro Rata Share, for the purpose of determining the amount due to the Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation obligations of each other Subsidiary Guarantor to an Excess Funding any Guarantor under this Section 6.7 17.6 shall be subordinate and subject in right of payment to the prior payment in full to the Agent and the Lenders of the Guaranteed Obligations, and such Excess Funding Guarantor none of the Guarantors shall not exercise any right or remedy with respect to such Excess Payment under this Section 17.6 against any other Guarantor until payment and satisfaction in full of the all of such Guaranteed Obligations. For purposes of this Section 17.6 only, (a) "Guaranteed Obligations" shall mean any obligations arising under the purposes hereof, other provisions of this Section 17; (b) "PRO RATA SHAREExcess Payment" shall mean the amount paid by any Guarantor in excess of its Pro Rata Share of any Guaranteed Obligations; (c) "Pro Rata Share" shall mean, for any 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 (i) 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 Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of all of the Borrower and the Guarantors exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Borrower and the Guarantors hereunder) of the Borrower and the Guarantors; provided, however, that, for purposes of calculating the Pro Rata Shares of the Guarantors in respect of any payment of Guaranteed Obligations, any Guarantor that became a Guarantor subsequent to the date of any such payment shall be deemed to have been a Guarantor on the date of such payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such payment; and (d) "Contribution Share" shall mean, for any Guarantor in respect to each Subsidiary of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) of (a) the net worth of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as of the last day date of such Excess Payment of (i) 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 Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the fiscal quarter Borrower and the Guarantors other than the maker of such Subsidiary Excess Payment exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Credit Parties) of the Borrower and the Guarantors other than the maker of such Excess Payment; provided, however, that, for purposes for purposes of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor most recently ended prior that became a Guarantor subsequent to the date of any such Person Excess Payment shall be deemed to have been a Guarantor on the date of such Excess Payment and the financial information for such Guarantor as of the date such Guarantor became a Subsidiary Guarantor) to (b) the sum of the amounts determined pursuant to clause (a) Guarantor shall be utilized for all of the Subsidiary Guarantorssuch Guarantor in connection with such Excess Payment.

Rights of Contribution. The Subsidiary Guarantors hereby agree, as between themselves, that if any Subsidiary Guarantor (shall become an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of such Excess Funding Guarantor's Pro Rata Share " (as defined below) by reason of such the payment by Subsidiary Guarantor of any Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT")Obligations, each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereofsentence), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such "Pro Rata Share" (as defined below and determined, for the purpose of determining the amount due this purpose, without reference to the properties, debts and liabilities of such Excess Funding Guarantor) of the "Excess Payment" (as defined below) in respect of such Guaranteed Obligations. The payment obligation of a Subsidiary Guarantor to any Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation of each other Subsidiary Guarantor to an Excess Funding Guarantor under this Section 6.7 shall be subordinate and subject in right of payment to the prior payment in full of the Obligations, obligations of such Subsidiary Guarantor under the other provisions of this Section 2.4 and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction in full of the Obligationsall such obligations. For the purposes hereof, (i) "EXCESS FUNDING GUARANTOR" means, in respect of any guaranteed Obligations, a Subsidiary Guarantor that has paid an amount in excess of its Pro Rata Share of such Guaranteed Obligations, (ii) "EXCESS PAYMENT" means, in respect of any guaranteed Obligations, the amount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such Guaranteed Obligations (iii) "PRO RATA SHARE" shall meanmeans, with respect to each for any Subsidiary Guarantor, the ratio (expressed express as a percentage) of (ax) the net worth amount by which the aggregate present fair saleable value of all Properties of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as excluding any shares of stock of any other Subsidiary Guarantor) exceeds the last day amount of all the fiscal quarter debts and liabilities of such Subsidiary Guarantor most recently ended prior to (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the date obligations of such Person became a Subsidiary Guarantor hereunder and any obligations of any other Subsidiary Guarantor that have been Guaranteed by such Subsidiary Guarantor) to (by) the sum amount by which the aggregate fair saleable value of the amounts determined pursuant to clause (a) for all Properties of all of the Subsidiary Guarantors exceeds the amount of all the debts and liabilities (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations of the Subsidiary Guarantor hereunder) of the Subsidiary Guarantors, determined (A) with respect to any Subsidiary Guarantor that is a party hereto on the Closing Date, as of the Closing Date, and (B) with respect to any other Subsidiary Guarantor, as of the date such Subsidiary Guarantor becomes a Subsidiary Guarantor hereunder.

Rights of Contribution. The Subsidiary Guarantors Guarantor and each other Person providing a Guaranty pursuant to the Credit Agreement from time to time, including those Persons executing the Acknowledgment to this Guaranty (collectively, the "GROUP GUARANTORS"), hereby agree, as between themselvesamong themselves and for the benefit of each of them, that if any Subsidiary Group Guarantor (in such capacity an "EXCESS FUNDING GUARANTOR") shall pay make any payment in respect of any of the Guaranteed Obligations in excess hereunder (a "GUARANTEE PAYMENT") as a result of which such Excess Funding Guarantor's Guarantor shall have paid more than its Pro Rata Share (as defined below) of such the Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT")Obligations, each other Subsidiary Group Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereof), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Group Guarantor's Pro Rata Share (such Pro Rata Share, for the purpose of determining the amount due to the Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Guarantee Payment. The payment obligation of each other Subsidiary any Share of such Guarantee Payment. The payment obligation of any Group Guarantor to an any Excess Funding Guarantor under this Section 6.7 SECTION 5 shall be subordinate and subject in right of payment to the prior payment in full in cash of the Obligations, Guaranteed Obligations (in favor of the Lender Parties) and termination of all the Commitments and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction in full all of the Obligationsforegoing shall have occurred. For the purposes hereof, "PRO RATA SHARE" shall mean, with respect to each Subsidiary for any Group Guarantor, the ratio (expressed as a percentagepercentage and determined as of the date of the most recent financial statements provided to the Lender 155 Parties pursuant to CLAUSE (a) or (b) of SECTION 8.1.1 of the Credit Agreement) of (a) the net worth sum of the unconsolidated stockholders equity of such Subsidiary Group Guarantor plus the net amount (determined on an unconsolidated basis in accordance with GAAP as if greater than zero) of any obligations owed by such Group Guarantor to all the last day of the fiscal quarter of such Subsidiary Guarantor most recently ended prior to the date such Person became a Subsidiary Guarantor) Borrowers to (b) the sum of the amounts determined pursuant unconsolidated stockholders equity of all the Group Guarantors plus the net amount (if greater than zero) of any obligations owed by all the Group Guarantors to clause all the Borrowers (a) for all it being understood and agreed that, in the case of the Subsidiary Guarantorsany Group Guarantor that is also a Borrower, such Group Guarantor shall not be considered to owe any obligation to itself in its capacity as such Borrower).

Rights of Contribution. The Subsidiary Guarantors hereby agree, as between themselves, that if any Subsidiary Guarantor (shall become an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of such Excess Funding Guarantor's Pro Rata Share Guarantor (as defined below) by reason of the payment by such Subsidiary Guarantor of any Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT")Obligations, each other Subsidiary Guarantor shall, on demand of such Excess excess Funding Guarantor (but subject to the next sentence hereofsentence), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such Pro Rata Shareas defined below and determined, for the purpose of determining the amount due this purpose, without reference to the Properties, debts and liabilities of such Excess Funding Guarantor) of the Excess Payment (as defined below) in respect of such Guaranteed Obligations. The payment obligation of a Subsidiary Guarantor to any Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation of each other Subsidiary Guarantor to an Excess Funding Guarantor under this Section 6.7 3.07 shall be subordinate and subject in right of payment to the prior payment in full of the Obligations, obligations of such Subsidiary Guarantor under the other provisions of this Section 3 and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction in full of the Obligationsall of such obligations. For the purposes hereofof this Section 3.07, "PRO RATA SHARE" (i) EXCESS FUNDING GUARANTOR shall mean, with in respect to each of any Guaranteed Obligations, a Subsidiary Guarantor that has paid an amount in excess of its Pro Rata Share of such Guaranteed Obligations, (ii) EXCESS PAYMENT shall mean, in respect of any Guaranteed Obligations, the amount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such Guaranteed Obligations and (iii) PRO RATA SHARE shall mean, for any Subsidiary Guarantor, the ratio (expressed as a percentage) of (ax) the net worth amount by which the aggregate present fair saleable value of all Properties of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as excluding any shares of stock of any other Subsidiary Guarantor) exceeds the last day amount of all the fiscal quarter debts and liabilities of such Subsidiary Guarantor most recently ended prior to (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the date obligations of such Person became a Subsidiary Guarantor hereunder SUBSIDIARY GUARANTEE AND SECURITY AGREEMENT and any obligations of any other Subsidiary Guarantor that have been guaranteed by such Subsidiary Guarantor) to (by) the sum amount by which the aggregate fair saleable value of all Properties of all of the amounts determined pursuant to clause Subsidiary Guarantors exceeds the amount of all the debts and liabilities (aincluding contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations of the Subsidiary Guarantors hereunder and under the other loan documents) for of all of the Subsidiary Guarantors, determined (A) with respect to any Subsidiary Guarantor that is a party hereto on the Closing Date, as of the Closing Date, and (B) with respect to any other Subsidiary Guarantor, as of the date such Subsidiary Guarantor becomes a Subsidiary Guarantor hereunder.

Rights of Contribution. The Subsidiary Guarantors hereby agree, as between among themselves, that if any Subsidiary Guarantor (shall become an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of such Excess Funding Guarantor's Pro Rata Share Guarantor (as defined below) of such Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT"), each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereofsucceeding provisions of this Section), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such Pro Rata Shareas defined below and determined, for the purpose of determining the amount due to the Excess Funding Guarantor under this Section 6.7purpose, to be determined without reference to the properties, assets, liabilities and debts of such Excess Funding Guarantor) of such Excess PaymentPayment (as defined below). The payment obligation of each other Subsidiary any Guarantor to an any Excess Funding Guarantor under this Section 6.7 shall be subordinate and subject in right of payment to the prior payment in full of the Obligationsobligations of such Guarantor under the other provisions of this Section 3, and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction in full of the Obligationsall of such obligations. For the purposes hereof, (i) "PRO RATA SHAREExcess Funding Guarantor" shall mean, with in respect to each Subsidiary of any obligations arising under the other provisions of this Section 3 (hereafter, the "Guarantied Obligations"), a Guarantor that has paid an amount in excess of its Pro Rata Share of the Guarantied Obligations; (ii) "Excess Payment" shall mean, in respect of any Guarantied Obligations, the amount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such Guarantied Obligations; and (iii) "Pro Rata Share", for the purposes of this Section, shall mean, for any Guarantor, the ratio (expressed as a percentage) of (a) the net worth amount by which the aggregate present fair saleable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as of including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the last day of the fiscal quarter obligations of such Subsidiary Guarantor most recently ended prior to the date such Person became a Subsidiary Guarantorhereunder) to (b) the sum amount by which the aggregate present fair saleable value of all assets and other properties of the amounts determined pursuant to clause (a) for Borrower and all of the Subsidiary Guarantors exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Borrower and the Guarantors.

Rights of Contribution. The Subsidiary Guarantors hereby agreeagree as among themselves that, as between themselves, that if any Subsidiary Guarantor shall make an Excess Payment (as defined below), such Guarantor shall have a right of contribution from each other Guarantor in an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of amount equal to such Excess Funding other Guarantor's Pro Rata Contribution Share (as defined below) of such Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT"), each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereof), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such Pro Rata Share, for the purpose of determining the amount due to the Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation obligations of each other Subsidiary Guarantor to an Excess Funding any Guarantor under this Section 6.7 4.6 shall be subordinate and subject in right of payment to the prior payment in full to the Administrative Agent and the other Secured Parties of the Guaranteed Obligations, and such Excess Funding Guarantor none of the Guarantors shall not exercise any right or remedy with respect to such Excess Payment under this Section 4.6 against any other Guarantor until payment and satisfaction in full of the all of such Guaranteed Obligations. For purposes of this Section 4.6, (a) "Guaranteed Obligations" shall mean any obligations arising under the purposes hereof, other provisions of this Section 4; (b) "PRO RATA SHAREExcess Payment" shall mean the amount paid by any Guarantor in excess of its Pro Rata Share of any Guaranteed Obligations; (c) "Pro Rata Share" shall mean, for any 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 (i) 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 Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of all of the Credit Parties exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Credit Parties hereunder) of the Credit Parties; provided, however, that, for purposes of calculating the Pro Rata Shares of the Guarantors in respect of any payment of Guaranteed Obligations, any Guarantor that became a Guarantor subsequent to the date of any such payment shall be deemed to have been a Guarantor on the date of such payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such payment; and (d) "Contribution Share" shall mean, for any Guarantor in respect to each Subsidiary of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) of (a) the net worth of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as of the last day date of such Excess Payment of (i) 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 Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the fiscal quarter Credit Parties other than the maker of such Subsidiary Excess Payment exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Credit Parties) of the Credit Parties other than the maker of such Excess Payment; provided, however, that, for purposes of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor most recently ended prior that became a Guarantor subsequent to the date of any such Person Excess Payment shall be deemed to have been a Guarantor on the date of such Excess Payment and the financial information for such Guarantor as of the date such Guarantor became a Subsidiary Guarantor) Guarantor shall be utilized for such Guarantor in connection with such Excess Payment. This Section 4.6 shall not be deemed to (b) affect any right of subrogation, indemnity, reimbursement or contribution that any Guarantor may have under applicable law against the sum Borrower in respect of the amounts determined pursuant to clause (a) for all any payment of the Subsidiary GuarantorsGuaranteed Obligations.

Rights of Contribution. The Subsidiary Guarantors hereby agree, as As between themselves, the Subsidiary Guarantors agree that if any Subsidiary Guarantor (shall become an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of such Excess Funding Guarantor's Pro Rata Share (as defined below) Guarantor by reason of the payment by such Subsidiary Guarantor of any Guaranteed Obligations (such excess paymentObligations, an "EXCESS PAYMENT"), then each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereofsentence), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's ’s Pro Rata Share (such Pro Rata Sharedetermined, for the purpose of determining the amount due this purpose, without reference to the properties, debts and liabilities of such Excess Funding Guarantor) of the Excess Payment in respect of such Guaranteed Obligations. The payment obligation of a Subsidiary Guarantor to any Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation of each other Subsidiary Guarantor to an Excess Funding Guarantor under this Section 6.7 2.08 shall be subordinate and subject in right of payment to the prior payment in full in cash of the Obligations, and obligations of such Subsidiary Guarantor under the other provisions of this Section 2. Such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction the Guaranteed Obligations are Paid in full of the ObligationsFull. For purposes of this Section 2.08, (i) “Excess Funding Guarantor” means, in respect of any Guaranteed Obligations, a Subsidiary Guarantor that has paid an amount in excess of its Pro Rata Share of such Guaranteed Obligations, (ii) “Excess Payment” means, in respect of any Guaranteed Obligations, the purposes hereofamount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such Guaranteed Obligations and (iii) “Pro Rata Share” means, "PRO RATA SHARE" shall mean, with respect to each for any Subsidiary Guarantor, the ratio (expressed as a percentage) of (ax) the net worth amount by which the aggregate fair saleable value of all properties of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as excluding any Shares of stock or other equity interest of any other Subsidiary Guarantor) exceeds the last day amount of all the fiscal quarter debts and liabilities of such Subsidiary Guarantor most recently ended prior to (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the date obligations of such Person became a Subsidiary Guarantor hereunder and any obligations of any other Subsidiary Guarantor that have been Guaranteed by such Subsidiary Guarantor) to (by) the sum amount by which the aggregate fair saleable value of all properties of all of the amounts determined pursuant to clause Subsidiary Guarantors exceeds the amount of all the debts and liabilities (aincluding contingent, Second Lien BrandCo Guarantee and Security Agreement LEGAL_US_E # 148180534.4 subordinated, unmatured and unliquidated liabilities, but excluding the obligations of the Subsidiary Guarantors hereunder and under the other Loan Documents) for of all of the Subsidiary Guarantors, determined (A) with respect to any Subsidiary Guarantor that is a party hereto on the Effective Date, as of the Effective Date, and (B) with respect to any other Subsidiary Guarantor, as of the date such Subsidiary Guarantor becomes a Subsidiary Guarantor hereunder.

Rights of Contribution. The Subsidiary Guarantors hereby agreeagree that, as between themselvesamong the Guarantors, that if any Subsidiary Guarantor shall make an Excess Payment (as defined below), such Guarantor shall have a right of contribution from each other Guarantor in an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of amount equal to such Excess Funding other Guarantor's Pro Rata ’s Contribution Share (as defined below) of such Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT"), each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereof), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such Pro Rata Share, for the purpose of determining the amount due to the Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation obligations of each other Subsidiary Guarantor to an Excess Funding any Guarantor under this Section 6.7 7 shall be subordinate and subject in right of payment to the prior payment Obligations until such time as the Obligations have been paid in full and the Commitments have terminated, and none of the Obligations, and such Excess Funding Guarantor Guarantors shall not exercise any right or remedy with respect to under this Section 7 against any other Guarantor until such Excess Payment until payment and satisfaction Obligations have been paid in full of and the ObligationsCommitments have terminated. For purposes of this Section 7, (a) “Excess Payment” shall mean the purposes hereof, "PRO RATA SHARE" amount paid by any Guarantor in excess of its Ratable Share of any Obligations; (b) “Ratable Share” shall mean, for any Guarantor in respect of any payment of Obligations, the ratio (expressed as a percentage) as of the date of such payment of Obligations of (i) 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 Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of all of the Borrowers and the Guarantors (collectively, the “Loan Parties”) exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Loan Parties hereunder) of the Loan Parties; provided, however, that, for purposes of calculating the Ratable Shares of the Guarantors in respect of any payment of Obligations, any Guarantor that became a Guarantor subsequent to the date of any such payment shall be deemed to have been a Guarantor on the date of such payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such payment; and (c) “Contribution Share” shall mean, for any Guarantor in respect to each Subsidiary of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) of (a) the net worth of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as of the last day date of such Excess Payment of (i) 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 Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the fiscal quarter Loan Parties other than the maker of such Subsidiary Excess Payment exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Loan Parties) of the Loan Parties other than the maker of such Excess Payment; provided, however, that, for purposes of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor most recently ended prior that became a Guarantor subsequent to the date of any such Person Excess Payment shall be deemed to have been a Guarantor on the date of such Excess Payment and the financial information for such Guarantor as of the date such Guarantor became a Subsidiary Guarantor) Guarantor shall be utilized for such Guarantor in connection with such Excess Payment. This Section 7 shall not be deemed to (b) affect any right of subrogation, indemnity, reimbursement or contribution that any Guarantor may have under Law against the sum Borrower in respect of the amounts determined pursuant to clause (a) for all any payment of the Subsidiary GuarantorsObligations.

Rights of Contribution. The Subsidiary Guarantors hereby agree, as between among ---------------------- themselves, that if any Subsidiary Guarantor (shall become an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of such Excess Funding Guarantor's Pro Rata Share Guarantor (as defined below) of such Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT"), each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereofhereof and to subsection (b) below), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such Pro Rata Shareas defined below and determined, for the purpose of determining the amount due to the Excess Funding Guarantor under this Section 6.7purpose, to be determined without reference to the properties, assets, liabilities and debts of such Excess Funding Guarantor) of such Excess PaymentPayment (as defined below). The payment obligation of each other Subsidiary any Guarantor to an any Excess Funding Guarantor under this Section 6.7 26 shall be subordinate and subject in right of payment to the prior payment in full of the Obligationsobligations of such Guarantor under the other provisions of this Section 26, and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction in full of the Obligationsall of such obligations. For the purposes hereof, (i) "PRO RATA SHAREExcess Funding Guarantor" shall mean, with in ------------------------ respect to each Subsidiary of any obligations arising under the other provisions of this Section 26 (hereafter, the "Guaranteed Obligations"), a Guarantor that has paid an amount ---------------------- in excess of its Pro Rata Share of the Guaranteed Obligations; (ii) "Excess ------ Payment" shall mean, in respect of any Guaranteed Obligations, the amount paid ------- by an Excess Funding Guarantor in excess of its Pro Rata Share of such Guaranteed Obligations; and (iii) "Pro Rata Share", for the purposes of this -------------- Section 26, shall mean, for any Guarantor, the ratio (expressed as a percentage) of (a) the net worth amount by which the aggregate present fair saleable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as of including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the last day of the fiscal quarter obligations of such Subsidiary Guarantor most recently ended prior to the date such Person became a Subsidiary Guarantorhereunder) to (b) the sum amount by which the aggregate present fair saleable value of all assets and other properties of the amounts determined pursuant to clause (a) for Company and all of the Subsidiary Guarantors exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Company and the Guarantors hereunder) of the Company and all of the Guarantors, all as of the Closing Date (if any Guarantor becomes a party hereto subsequent to the Closing Date, then for the purposes of this Section 26 such subsequent Guarantor shall be deemed to have been a Guarantor as of the Closing Date and the information pertaining to, and only pertaining to, such Guarantor as of the date such Guarantor became a Guarantor shall be deemed true as of the Closing Date).

Rights of Contribution. The Subsidiary Affiliate Guarantors hereby agree, as between themselves, that if any Subsidiary Affiliate Guarantor (shall become an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of such Excess Funding Guarantor's Pro Rata Share " (as defined below) by reason of the payment by such Affiliate Guarantor of any Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT")Obligations, each other Subsidiary Affiliate Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereofsentence), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Affiliate Guarantor's Pro Rata Share (such "Pro Rata Share" (as defined below and determined, for the purpose of determining the amount due this purpose, without reference to the properties, debts and liabilities of such Excess Funding Guarantor) of the "Excess Payment" (as defined below) in respect of such Guaranteed Obligations. The payment obligation of an Affiliate Guarantor to any Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation of each other Subsidiary Guarantor to an Excess Funding Guarantor under this Section 6.7 shall be subordinate and subject in right of payment to the prior payment in full of the Obligations, obligations of such Affiliate Guarantor under the other provisions of this subsection (i) and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction in full of the Obligationsall such obligations. For the purposes hereof, (x) "PRO RATA SHAREExcess Funding Guarantor" shall meanmeans, with in respect to each Subsidiary of any Guaranteed Obligations, an Affiliate Guarantor that has paid an amount in excess of its Pro Rata Share of such Guaranteed Obligations, (y) "Excess Payment" means, in respect of any Guaranteed Obligations, the amount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such Guaranteed Obligations (z) "Pro Rata Share" means, for any Affiliate Guarantor, the ratio (expressed as a percentage) of (ai) the net worth amount by which the aggregate present fair saleable value of all assets of such Subsidiary Affiliate Guarantor (determined on an unconsolidated basis in accordance with GAAP as excluding any shares of stock or other ownership interests of any other Affiliate Guarantor) exceeds the last day amount of all the fiscal quarter debts and liabilities of such Subsidiary Affiliate Guarantor most recently ended prior to (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the date obligations of such Person became a Subsidiary Affiliate Guarantor hereunder and any obligations of any other Affiliate Guarantor that have been guaranteed by such Affiliate Guarantor) to (bii) the sum amount by which the aggregate fair saleable value of the amounts determined pursuant to clause (a) for all assets of all of the Subsidiary Affiliate Guarantors exceeds the amount of all the debts and liabilities (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations of the Affiliate Guarantor hereunder) of the Affiliate Guarantors, determined (A) with respect to any Affiliate Guarantor that is a party hereto on the Closing Date, as of the Closing Date, and (B) with respect to any other Affiliate Guarantor, as of the date such Affiliate Guarantor becomes an Affiliate Guarantor hereunder.

Rights of Contribution. The Subsidiary Guarantors hereby agreeagree as among themselves that, as between themselves, that if any Subsidiary Guarantor shall make an Excess Payment (as defined below), such Guarantor shall have a right of contribution from each other Guarantor in an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of amount equal to such Excess Funding other Guarantor's Pro Rata ’s Contribution Share (as defined below) of such Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT"), each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereof), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such Pro Rata Share, for the purpose of determining the amount due to the Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation obligations of each other Subsidiary Guarantor to an Excess Funding any Guarantor under this Section 6.7 16 shall be subordinate and subject in right of payment to the prior payment Obligations until such time as the Obligations have been paid in full in cash and all commitments to lend under the Purchase Agreement have expired or terminated, and none of the Obligations, and such Excess Funding Guarantor Guarantors shall not exercise any right or remedy with respect to under this Section 16 against any other Guarantor until such Excess Payment until payment and satisfaction Obligations have been paid in full of in cash and all commitments to lend under the ObligationsPurchase Agreement have expired or terminated. For purposes of this Section 16, (a) “Excess Payment” shall mean the purposes hereof, "PRO RATA SHARE" amount paid by any Guarantor in excess of its Ratable Share of any Obligations; (b) “Ratable Share” shall mean, for any Guarantor in respect of any payment of Obligations, the ratio (expressed as a percentage) as of the date of such payment of Obligations of (i) 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 Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of Company and Guarantors exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Guarantors hereunder) of the Company and Guarantors, provided, however, that, for purposes of calculating the Ratable Shares of the Guarantors in respect of any payment of Obligations, any Guarantor that became a Guarantor subsequent to the date of any such payment shall be deemed to have been a Guarantor on the date of such payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such payment; and (c) “Contribution Share” shall mean, for any Guarantor in respect to each Subsidiary of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) of (a) the net worth of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as of the last day date of such Excess Payment of (i) 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 Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the fiscal quarter Loan Parties) of Company and Guarantors other than the maker of such Subsidiary Excess Payment; provided, however, that, for purposes of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor most recently ended prior that became a Guarantor subsequent to the date of any such Person Excess Payment shall be deemed to have been a Guarantor on the date of such Excess Payment and the financial information for such Guarantor as of the date such Guarantor became a Subsidiary Guarantor) Guarantor shall be utilized for such Guarantor in connection with such Excess Payment. This Section 16 shall not be deemed to (b) affect any right of subrogation, indemnity, reimbursement or contribution that any Guarantor may have under law against the sum Company in respect of the amounts determined pursuant to clause (a) for all any payment of the Subsidiary GuarantorsObligations.

Rights of Contribution. The Subsidiary Guarantors hereby agree, as between among themselves, that if any Subsidiary Guarantor (shall become an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of such Excess Funding Guarantor's Pro Rata Share Guarantor (as defined below) of such Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT"), each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereofhereof and to subsection (b) below), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such Pro Rata Shareas defined below and determined, for the purpose of determining the amount due to the Excess Funding Guarantor under this Section 6.7purpose, to be determined without reference to the properties, assets, liabilities and debts of such Excess Funding Guarantor) of such Excess PaymentPayment (as defined below). The payment obligation of each other Subsidiary any Guarantor to an any Excess Funding Guarantor under this Section 6.7 4.6 shall be subordinate and subject in right of payment to the prior payment in full of the Obligationsobligations of such Guarantor under the other provisions of this Section 4, and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction in full of the Obligationsall of such obligations. For the purposes hereof, (i) "PRO RATA SHAREExcess Funding Guarantor" shall mean, with in respect to each Subsidiary of any obligations arising under the other provisions of this Section 4 (hereafter, the "Guaranteed Obligations"), a Guarantor that has paid an amount in excess of its Pro Rata Share of the Guaranteed Obligations; (ii) "Excess Payment" shall mean, in respect of any Guaranteed Obligations, the amount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such Guaranteed Obligations; and (iii) "Pro Rata Share", for the purposes of this Section 4.6, shall mean, for any Guarantor, the ratio (expressed as a percentage) of (a) the net worth amount by which the aggregate present fair saleable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as of including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the last day of the fiscal quarter obligations of such Subsidiary Guarantor most recently ended prior to the date such Person became a Subsidiary Guarantorhereunder) to (b) the sum amount by which the aggregate present fair saleable value of all assets and other properties of the amounts determined pursuant to clause (a) for Borrower and all of the Subsidiary Guarantors exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Borrower and the Guarantors hereunder) of the Borrower and all of the Guarantors, all as of the Effective Date (if any Guarantor becomes a party hereto subsequent to the Effective Date, then for the purposes of this Section 4.6 such subsequent Guarantor shall be deemed to have been a Guarantor as of the Effective Date and the information pertaining to, and only pertaining to, such Guarantor as of the date such Guarantor became a Guarantor shall be deemed true as of the Effective Date).

Rights of Contribution. The Subsidiary Guarantors hereby agree, as between among themselves, that if any Subsidiary Guarantor (shall become an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of such Excess Funding Guarantor's Pro Rata Share Guarantor (as defined below) of such Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT"), each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereofhereof and to clause (y) below), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such Pro Rata Shareas defined below and determined, for the purpose of determining the amount due to the Excess Funding Guarantor under this Section 6.7purpose, to be determined without reference to the properties, assets, liabilities and debts of such Excess Funding Guarantor) of such Excess PaymentPayment (as defined below). The payment obligation of each other Subsidiary any Guarantor to an any Excess Funding Guarantor under this Section 6.7 subsection (f) shall be subordinate and subject in right of payment to the prior payment in full of the Obligationsobligations of such Guarantor under the other provisions of this Section 2, and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction in full of the Obligationsall of such obligations. For the purposes hereof, (i) "EXCESS FUNDING GUARANTOR" shall mean, in respect of any obligations arising under the other provisions of this Section 2 (hereafter, the "GUARANTEED OBLIGATIONS"), a Guarantor that has paid an amount in excess of its Pro Rata Share of the Guaranteed Obligations; (ii) "EXCESS PAYMENT" shall mean, in respect of any Guaranteed Obligations, the amount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such Guaranteed Obligations; and (iii) "PRO RATA SHARE" ", for the purposes of this subsection (f), shall mean, with respect to each Subsidiary for any Guarantor, the ratio (expressed as a percentage) of (ax) the net worth amount by which the aggregate present fair saleable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as of including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the last day of the fiscal quarter obligations of such Subsidiary Guarantor most recently ended prior to the date such Person became a Subsidiary Guarantorhereunder) to (by) the sum of the amounts determined pursuant to clause (a) for all of the Subsidiary Guarantors.the

Rights of Contribution. The Subsidiary Guarantors hereby agreeagree as among themselves that, as between themselves, that if any Subsidiary Guarantor shall make an Excess Payment (as defined below), such Guarantor shall have a right of contribution from each other Guarantor in an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of amount equal to such Excess Funding other Guarantor's Pro Rata ’s Contribution Share (as defined below) of such Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT"), each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereof), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such Pro Rata Share, for the purpose of determining the amount due to the Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation obligations of each other Subsidiary Guarantor to an Excess Funding any Guarantor under this Section 6.7 4.06 shall be subordinate and subject in right of payment to the prior payment in Obligations until such time as the Obligations (other than contingent obligations for which no claim has been asserted) have been paid-in-full and the Commitments have terminated, and none of the Obligations, and such Excess Funding Guarantor Guarantors shall not exercise any right or remedy with respect to under this Section 4.06 against any other Guarantor until such Excess Payment until payment Obligations have been paid-in-full and satisfaction in full of the ObligationsCommitments have terminated. For purposes of this Section 4.06, (a) “Excess Payment” shall mean the purposes hereof, "PRO RATA SHARE" amount paid by any Guarantor in excess of its Ratable Share of any Guaranteed Obligations; (b) “Ratable Share” shall mean, with for any Guarantor in respect to each Subsidiary Guarantorof any payment of Obligations, the ratio (expressed as a percentage) of (a) the net worth of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as of the last day of the fiscal quarter date of such Subsidiary payment of Guaranteed Obligations of (i) 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 Guarantor most recently ended prior to (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the date obligations of such Person became a Subsidiary GuarantorGuarantor hereunder) to (bii) the sum amount by which the aggregate present fair salable value of the amounts determined pursuant to clause (a) for all assets and other properties of all of the Subsidiary Guarantors.Loan Parties exceeds the amount of all of the debts and liabilities (including

Rights of Contribution. The Subsidiary Guarantors hereby agree, as between themselves, that if any Subsidiary Guarantor (shall become an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of such Excess Funding Guarantor's Pro Rata Share " (as defined below) by reason of such the payment by Subsidiary Guarantor of any Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT")Obligations, each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereofsentence), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such "Pro Rata Share" (as defined below and determined, for the purpose of determining the amount due this purpose, without reference to the properties, debts and liabilities of such Excess Funding Guarantor) of the "Excess Payment" (as defined below) in respect of such Guaranteed Obligations. The payment obligation of a Subsidiary Guarantor to any Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation of each other Subsidiary Guarantor to an Excess Funding Guarantor under this Section 6.7 shall be subordinate and subject in to right of payment to the prior payment in full of the Obligations, obligations of such Subsidiary Guarantor under the other provisions of this SECTION 2.12(g) and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction in full of the Obligationsall such obligations. For the purposes hereof, (i) "PRO RATA SHAREExcess Funding Guarantor" shall meanmeans, with in respect to each of any guaranteed Obligations, a Subsidiary Guarantor that has paid an amount in excess of its Pro Rata Share of such Guaranteed Obligations, (ii) "Excess Payment" means, in respect of any guaranteed Obligations, the amount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such Guaranteed Obligations (iii) "Pro Rata Share" means, for any Subsidiary Guarantor, the ratio (expressed express as a percentage) of (ax) the net worth amount by which the aggregate present fair saleable value of all Properties of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as excluding any shares of stock of any other Subsidiary Guarantor) exceeds the last day amount of all the fiscal quarter debts and liabilities of such Subsidiary Guarantor most recently ended prior to (including contingent, subordinate, unmatured and unliquidated liabilities, but excluding the date obligations of such Person became a Subsidiary Guarantor hereunder and any obligations of any other Subsidiary Guarantor that have been Guaranteed by such Subsidiary Guarantor) to (by) the sum of the amounts determined pursuant to clause (a) for all of the Subsidiary Guarantors.the

Rights of Contribution. The Subsidiary Guarantors hereby agreeagree as among themselves that, as between themselves, that if any Subsidiary Guarantor shall make an Excess Payment (as defined below), such Guarantor shall have a right of contribution from each other Guarantor in an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of amount equal to such Excess Funding other Guarantor's Pro Rata Contribution Share (as defined below) of such Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT"), each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereof), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's Pro Rata Share (such Pro Rata Share, for the purpose of determining the amount due to the Excess Funding Guarantor under this Section 6.7, to be determined without reference to the Excess Funding Guarantor) of such Excess Payment. The payment obligation obligations of each other Subsidiary Guarantor to an Excess Funding any Guarantor under this Section 6.7 4.06 shall be subordinate and subject in right of payment to the prior payment Obligations until such time as the Obligations have been paid in full and the Commitments have expired or terminated, and none of the Obligations, and such Excess Funding Guarantor Guarantors shall not exercise any right or remedy with respect to under this Section 4.06 against any other Guarantor until such Excess Payment until payment and satisfaction Obligations have been paid in full of and the ObligationsCommitments have expired or terminated. For purposes of this Section 4.06, (a) "Excess Payment" shall mean the purposes hereof, amount paid by any Guarantor in excess of its Ratable Share of any Guaranteed Obligations; (b) "PRO RATA SHARERatable Share" shall mean, for any Guarantor in respect of any payment of Obligations, the ratio (expressed as a percentage) as of the date of such payment of Guaranteed Obligations of (i) 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 Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of all of the Credit Parties exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Credit Parties hereunder) of the Credit Parties; provided, however, that, for purposes of calculating the Ratable Shares of the Guarantors in respect of any payment of Obligations, any Guarantor that became a Guarantor subsequent to the date of any such payment shall be deemed to have been a Guarantor on the date of such payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such payment; (c) "Contribution Share" shall mean, for any Guarantor in respect to each Subsidiary of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) as of the date of such Excess Payment of (ai) the net worth 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 (determined including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the Credit Parties other than the maker of such Excess Payment exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Credit Parties) of the Credit Parties other than the maker of such Excess Payment; provided, however, that, for purposes of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor that became a Guarantor subsequent to the date of any such Excess Payment shall be deemed to have been a Guarantor on an unconsolidated basis the date of such Excess Payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such Excess Payment; and (d) "Guaranteed Obligations" shall mean the Obligations guaranteed by the Guarantors pursuant to this Article IV. This Section 4.06 shall not be deemed to affect any right of subrogation, indemnity, reimbursement or contribution that any Guarantor may have under Law against the Borrowers in respect of any payment of Guaranteed Obligations. Notwithstanding the foregoing, all rights of contribution against any Guarantor shall terminate from and after such time, if ever, that such Guarantor is relieved of its obligations in accordance with GAAP as of the last day of the fiscal quarter of such Subsidiary Guarantor most recently ended prior to the date such Person became a Subsidiary Guarantor) to (b) the sum of the amounts determined pursuant to clause (a) for all of the Subsidiary GuarantorsSection 10.11.

Rights of Contribution. The Subsidiary Guarantors hereby agree, as between among themselves, that if any Subsidiary Guarantor (shall become an "EXCESS FUNDING GUARANTOR") shall pay Guaranteed Obligations in excess of such Excess Funding Guarantor's Pro Rata Share Guarantor (as defined below) of such Guaranteed Obligations (such excess payment, an "EXCESS PAYMENT"), each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence hereofsucceeding provisions of this Section 8.06), pay to such Excess Funding Guarantor an amount equal to such other Subsidiary Guarantor's ’s Pro Rata Share (such Pro Rata Shareas defined below and determined, for the purpose of determining the amount due to the Excess Funding Guarantor under this Section 6.7purpose, to be determined without reference to the properties, assets, liabilities and debts of such Excess Funding Guarantor) of such Excess PaymentPayment (as defined below). The payment obligation of each other Subsidiary any Guarantor to an any Excess Funding Guarantor under this Section 6.7 8.06 shall be subordinate and subject in right of payment to the prior payment in full of the Obligationsobligations of such Guarantor under the other provisions of this Article VIII, and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such Excess Payment excess until payment and satisfaction in full of the Obligationsall of such obligations. For the purposes hereof, "PRO RATA SHARE" (i) “Excess Funding Guarantor” shall mean, with in respect to each Subsidiary of any obligations arising under the other provisions of this Article VIII (hereafter, the “Guaranteed Obligations”), a Guarantor that has paid an amount in excess of its Pro Rata Share of the Guaranteed Obligations; (ii) “Excess Payment” shall mean, in respect of any Guaranteed Obligations, the amount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such Guaranteed Obligations; and (iii) “Pro Rata Share”, for the purposes of this Section 8.06, shall mean, for any Guarantor, the ratio (expressed as a percentage) of (a) the net worth amount by which the aggregate present fair saleable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Subsidiary Guarantor (determined on an unconsolidated basis in accordance with GAAP as of including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the last day of the fiscal quarter obligations of such Subsidiary Guarantor most recently ended prior to the date such Person became a Subsidiary Guarantorhereunder) to (b) the sum amount by which the aggregate present fair saleable value of all assets and other properties of the amounts determined pursuant to clause (a) for all of the Subsidiary Guarantors.77