Common use of Contribution and Subrogation Clause in Contracts

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing Party”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor other than the Borrower hereunder in respect of any Obligation or assets of any other Grantor other than the Borrower shall be sold pursuant to any Security Document to satisfy any Obligation and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.01, such Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”), as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Party on the Effective Date and the denominator shall be the aggregate net worth of all the Contributing Parties on the Effective Date (or, in the case of any Contributing Party becoming a party hereto pursuant to Section 7.12, the date of the supplement hereto executed and delivered by such Contributing Party). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party under Section 6.01 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Subsidiary Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing PartyGuarantor”) agrees (subject to Section 6.036(c)) that, in the event a payment shall be made by any other Subsidiary Guarantor other than the Borrower hereunder in respect of any Guaranteed Obligation or assets of any other Grantor other than the Borrower Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party and such other Subsidiary Guarantor or Grantor (the “Claiming PartyGuarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6.016(a) hereof, such the Contributing Party Guarantor shall indemnify the Claiming Party Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”)assets, as the case may beapplicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Party Guarantor on the Effective Date date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties Subsidiary Guarantors on the Effective Date date hereof (or, in the case of any Contributing Party Subsidiary Guarantor becoming a party hereto pursuant to Section 7.125.10 of the First Lien Credit Agreement, the date of the supplement hereto executed and delivered by such Contributing PartySubsidiary Guarantor). Any Contributing Party Guarantor making any payment to a Claiming Party Guarantor pursuant to this Section 6.02 6(b) shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party Guarantor under Section 6.01 6(a) hereof to the extent of such payment. Notwithstanding The provisions of this Section 6(b) shall in no respect limit the foregoing, obligations and liabilities of any Subsidiary Guarantor to the extent that any Claiming Party’s right Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to indemnification hereunder arises from a payment or sale of the Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Agent and the other Secured Parties for whom the full amount guaranteed by such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified AmountSubsidiary Guarantor hereunder.

Contribution and Subrogation. Each Guarantor and Grantor other than Intermediate Holdings or the Borrower (each such Guarantor or Grantor being called a “Contributing Party”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor other than Intermediate Holdings or the Borrower hereunder in respect of any Secured Obligation or assets of any other Grantor other than Intermediate Holdings or the Borrower shall be sold pursuant to any Security Document to satisfy any Secured Obligation and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by Intermediate Holdings or the Borrower as provided in Section 6.01, such Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”), as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Party on the Effective Date date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties on the Effective Date date hereof (or, in the case of any Contributing Party becoming a party hereto pursuant to Section 7.127.13, the date of the supplement hereto executed and delivered by such Contributing Party). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party under Section 6.01 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Secured Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Subsidiary Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing PartyGuarantor”) agrees (subject to Section 6.036(c)) that, in the event a payment shall be made by any other Subsidiary Guarantor other than the Borrower hereunder in respect of any Guaranteed Obligation or assets of any other Grantor other than the Borrower Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party and such other Subsidiary Guarantor or Grantor (the “Claiming PartyGuarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6.016(a) hereof, such the Contributing Party Guarantor shall indemnify the Claiming Party Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”)assets, as the case may beapplicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Party Guarantor on the Effective Date date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties Subsidiary Guarantors on the Effective Date date hereof (or, in the case of any Contributing Party Subsidiary Guarantor becoming a party hereto pursuant to Section 7.125.10 of the First Lien Credit Agreement, the date of the supplement hereto executed and delivered by such Contributing PartySubsidiary Guarantor). Any Contributing Party Guarantor making any payment to a Claiming Party Guarantor pursuant to this Section 6.02 6(b) shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party Guarantor under Section 6.01 6(a) hereof to the extent of such payment. Notwithstanding The provisions of this Section 6(b) shall in no respect limit the foregoing, obligations and liabilities of any Subsidiary Guarantor to the extent that any Claiming Party’s right Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing the Agent and the other Secured Parties for whom the full amount guaranteed by such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified AmountSubsidiary Guarantor hereunder.

Contribution and Subrogation. (a) Each Subsidiary Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing PartySubsidiary Guarantor”) agrees (subject to Section 6.035.03) that, in the event a payment shall be made by any other Subsidiary Guarantor other than the Borrower hereunder in respect of any Obligation Direct Borrower Obligation, or assets of any other Grantor other than the Borrower Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any guarantee of a Direct Borrower Obligation owed to any Secured Party, and such other Subsidiary Guarantor or Grantor (the “Claiming PartySubsidiary Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6.015.01, such the Contributing Party Subsidiary Guarantor shall indemnify the Claiming Party Subsidiary Guarantor in an amount equal to (i) the amount of such payment or (ii) the greater of the book value or the fair market value of such assets (the “Indemnified Amount”)assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Party Subsidiary Guarantor on the Effective Date date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties Subsidiary Guarantors on the Effective Date date hereof (or, in the case of any Contributing Party Subsidiary Guarantor becoming a party hereto pursuant to Section 7.126.15, the date of the supplement hereto executed and delivered by such Contributing PartySubsidiary Guarantor). Any Contributing Party Subsidiary Guarantor making any payment to a Claiming Party Subsidiary Guarantor pursuant to this Section 6.02 5.02(a) shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party Subsidiary Guarantor under Section 6.01 5.01 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing PartyGuarantor”) agrees (subject to Section 6.033) that, in the event a payment shall be made by any other Guarantor other than under, and to the Borrower hereunder in respect of any Obligation extent required by, the Guarantee Agreement or assets of any other Grantor other than the Borrower Guarantor shall be sold pursuant to any Security Document to satisfy a claim of any Obligation Secured Party and such other Guarantor or Grantor (the “Claiming PartyGuarantor”) shall not have been fully indemnified by the applicable Borrower as provided in Section 6.011, such the Contributing Party Guarantor shall indemnify the Claiming Party Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”)assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Party Guarantor on the Effective Date date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 12, the date of the Supplement hereto executed and delivered by such Guarantor) and the denominator shall be the aggregate net worth of all the Contributing Parties Guarantors on the Effective Date date hereof (or, in the case of any Contributing Party Guarantor becoming a party hereto pursuant to Section 7.1212, the date of the supplement Supplement hereto executed and delivered by such Contributing PartyGuarantor). Any Contributing Party Guarantor making any payment to a Claiming Party Guarantor pursuant to this Section 6.02 2 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party Guarantor under Section 6.01 1 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing PartyGuarantor”) agrees (subject to Section 6.036) that, in the event a payment shall be made by any other Guarantor other than the Borrower hereunder under this Agreement in respect of any Obligation or assets of any other Grantor other than the Borrower shall be sold pursuant to any Security Document to satisfy any Obligation Guaranteed Obligations and such other Guarantor or Grantor (the “Claiming PartyGuarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6.018, such the Contributing Party Guarantor shall indemnify the Claiming Party Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”), as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Party Guarantor on the Effective Date date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties Guarantors on the Effective Date date hereof (or, in the case of any Contributing Party Guarantor becoming a party hereto pursuant to Section 7.1221, the date of the supplement Supplement hereto executed and delivered by such Contributing PartyGuarantor). Any Contributing Party Guarantor making any payment to a Claiming Party Guarantor pursuant to this Section 6.02 9 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party Guarantor under Section 6.01 8 to the extent of such payment. Notwithstanding the foregoing, ; provided that no Contributing Guarantor shall be obligated to indemnify any Claiming Guarantor hereunder to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy such Guaranteed Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify of such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.Contributing Guarantor

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing PartyGuarantor”) agrees (subject to Section 6.036(c)) that, in the event a payment shall be made by any other Guarantor other than the Borrower hereunder in respect of any Obligation or assets of any other Grantor other than the Borrower Guarantor shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured Party and such other Guarantor or Grantor (the “Claiming PartyGuarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6.016(a), such the Contributing Party Guarantor shall indemnify the Claiming Party Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”)assets, as the case may beapplicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Party Guarantor on the Effective Date date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties Guarantors on the Effective Date date hereof (or, in the case of any Contributing Party Guarantor becoming a party hereto pursuant to Section 7.126.09 of the Term Loan Agreement, the date of the supplement hereto executed and delivered by such Contributing PartyGuarantor). Any Contributing Party Guarantor making any payment to a Claiming Party Guarantor pursuant to this Section 6.02 6(b) shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party Guarantor under Section 6.01 6(a) to the extent of such payment. Notwithstanding The provisions of this Section 6(b) shall in no respect limit the foregoing, obligations and liabilities of any Guarantor to the extent that any Claiming Party’s right Collateral Agent and the other Secured Parties, and each Guarantor shall remain liable to indemnification hereunder arises from a payment or sale of the Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Agent and the other Secured Parties for whom the full amount guaranteed by such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified AmountGuarantor hereunder.

Contribution and Subrogation. Each Subsidiary Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing PartySubsidiary Guarantor”) agrees (subject to Section 6.033) that, in the event a payment shall be made by any other Subsidiary Guarantor other than under the Borrower hereunder in respect of any Obligation or assets of any other Grantor other than the Borrower shall be sold pursuant to any Security Document to satisfy any Obligation Subsidiary Guarantee Agreement and such other Subsidiary Guarantor or Grantor (the “Claiming PartySubsidiary Guarantor”) shall not have been fully indemnified by the Borrower Borrowers as provided in Section 6.011, such each Contributing Party Subsidiary Guarantor shall indemnify the Claiming Party Subsidiary Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”), as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Party Subsidiary Guarantor on the Effective Date date hereof or on the date on which enforcement is being sought, whichever is greater, and the denominator shall be the aggregate of the respective net worth worths of all the Contributing Parties Subsidiary Guarantors on the Effective Date date hereof (or, in the case of any Contributing Party Subsidiary Guarantor becoming a party hereto pursuant to Section 7.1212, the date of the supplement Supplement hereto executed and delivered by such Contributing Party)Subsidiary Guarantor) or the date on which enforcement is being sought, whichever is greater. Any Contributing Party Subsidiary Guarantor making any payment to a Claiming Party Subsidiary Guarantor pursuant to this Section 6.02 2 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party Subsidiary Guarantor under Section 6.01 1 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing PartyGuarantor”) agrees (subject to Section 6.033) that, in the event a payment shall be made by any other Guarantor other than under the Borrower hereunder in respect of any Obligation U.S. Guarantee Agreement or assets of any other Grantor other than the Borrower Guarantor shall be sold pursuant to any Security Document to satisfy a claim of any Obligation Secured Party and such other Guarantor or Grantor (the “Claiming PartyGuarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6.011, such the Contributing Party Guarantor shall indemnify the Claiming Party Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”)assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Party Guarantor on the Effective Date date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties Guarantors on the Effective Date date hereof (or, in the case of any Contributing Party Guarantor becoming a party hereto pursuant to Section 7.1212, the date of the supplement Supplement hereto executed and delivered by such Contributing PartyGuarantor). Any Contributing Party Guarantor making any payment to a Claiming Party Guarantor pursuant to this Section 6.02 2 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party Guarantor under Section 6.01 1 to the extent of such payment. Notwithstanding the foregoing, anything in this Agreement or any other Loan Document to the extent that contrary, no CFC Subsidiary or Qualified CFC Holding Company shall be a Contributing Guarantor with respect to payments by or sales of assets of any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made Guarantor to satisfy any Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming of a U.S. Loan Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Subsidiary Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing PartySubsidiary Guarantor”) agrees (subject to Section 6.035 of this Agreement) that, in the event a payment shall be made by any other Subsidiary Guarantor other than the Borrower hereunder in respect of any Obligation or assets of any other Grantor other than the Borrower shall be sold pursuant to any Security Document to satisfy any Obligation under this Agreement and such other Subsidiary Guarantor or Grantor (the “Claiming PartySubsidiary Guarantor”) shall not have been fully indemnified by the Borrower Borrowers as provided in Section 6.018 of this Agreement, such each Contributing Party Subsidiary Guarantor shall indemnify the Claiming Party Subsidiary Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”), as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Party Subsidiary Guarantor on the Effective Date date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 20 of this Agreement, the date of the Supplement hereto executed and delivered by such Subsidiary Guarantor) or on the date on which enforcement is being sought, whichever is greater, and the denominator shall be the aggregate net worth of all the Contributing Parties Subsidiary Guarantors on the Effective Date date hereof (or, in the case of any Contributing Party Subsidiary Guarantor becoming a party hereto pursuant to Section 7.1220 of this Agreement, the date of the supplement Supplement hereto executed and delivered by such Contributing Party)Subsidiary Guarantor) or on the date on which enforcement is being sought, whichever is greater. Any Contributing Party Subsidiary Guarantor making any payment to a Claiming Party Subsidiary Guarantor pursuant to this Section 6.02 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party Subsidiary Guarantor under Section 6.01 8 of this Agreement to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing PartyGuarantor”) agrees (subject to Section 6.037(b)) that, in the event a payment shall be made by any other Guarantor other than the Borrower hereunder in respect of any Guaranteed Obligation or assets of any other Grantor other than the Borrower Guarantor shall be sold pursuant to any Security Collateral Document to satisfy any Guaranteed Obligation owed to any Noteholder and such other Guarantor or Grantor (the “Claiming PartyGuarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6.01Company, such the Contributing Party Guarantor shall indemnify the Claiming Party Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”)assets, as the case may beapplicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Party Guarantor on the Effective Date date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties Guarantors on the Effective Date date hereof (or, in the case of any Contributing Party Guarantor becoming a party hereto pursuant to Section 7.12after the date hereof, the date of the supplement hereto executed and delivered by such Contributing PartyGuarantor). Any Contributing Party Guarantor making any payment to a Claiming Party Guarantor pursuant to this Section 6.02 7(a) shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party under Section 6.01 Guarantor in respect of and to the extent of such payment. Notwithstanding The provisions of this Section 7(a) shall in no respect limit the foregoingobligations and liabilities of any Guarantor to any Noteholder, and each Guarantor shall remain liable to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties Noteholders for whom the full amount guaranteed by such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified AmountGuarantor hereunder.

Contribution and Subrogation. Each Subsidiary Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing Party”) agrees (subject to Section 6.033) that, that in the event a payment shall be made by any other Subsidiary Guarantor other than under the Borrower hereunder in respect of any Obligation Guarantee Agreement or assets of any other Grantor other than the Borrower Subsidiary Guarantor shall be sold pursuant to any Security Document applicable security agreement or similar instrument or agreement to satisfy a claim of any Obligation Secured Party, and such other Subsidiary Guarantor or Grantor (the “Claiming PartySubsidiary Guarantor”) shall not have been fully indemnified by the Borrower GrafTech or Finance as provided in Section 6.011, such each other Subsidiary Guarantor (a “Contributing Party Subsidiary Guarantor”) shall indemnify the Claiming Party Subsidiary Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”)assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Party Subsidiary Guarantor on the Effective Date date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties Subsidiary Guarantors on the Effective Date date hereof (or, in the case of any Contributing Party Subsidiary Guarantor becoming a party hereto pursuant to Section 7.1216, the date of the supplement Supplement hereto executed and delivered by such Contributing PartySubsidiary Guarantor). Any Contributing Party Subsidiary Guarantor making any payment to a Claiming Party Subsidiary Guarantor pursuant to this Section 6.02 2 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party Subsidiary Guarantor under Section 6.01 1 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing Party”) agrees (subject to Section 6.03) that, in the event At any time a payment shall be made by any other Guarantor other than the Borrower hereunder Subsidiary Party in respect of any Obligation or assets of any other Grantor other than the Borrower shall be sold pursuant to any Security Document to satisfy any Obligation and such other Guarantor or Grantor (the “Claiming Party”) Guaranteed Obligations is made under this Agreement that shall not have been fully indemnified by the Borrower as provided in Section 6.013.01, such Contributing the right of contribution of each Subsidiary Party against each other Subsidiary Party shall indemnify be determined as provided in the Claiming immediately succeeding sentence, with the right of contribution of each Subsidiary Party to be revised and restated as of each date on which an unreimbursed payment (a “Relevant Payment”) is made on the Guaranteed Obligations under this Agreement. At any time that a Relevant Payment is made by a Subsidiary Party that results in the aggregate payments made by such Subsidiary Party in respect of the Guaranteed Obligations to and including the date of the Relevant Payment exceeding such Subsidiary Party’s Contribution Percentage (as defined below) of the aggregate payments made by all Subsidiary Parties in respect of the Guaranteed Obligations to and including the date of the Relevant Payment (such excess, the “Aggregate Excess Amount”), each such Subsidiary Party shall have a right of contribution against each other Subsidiary Party who has made payments in respect of the Guaranteed Obligations to and including the date of the Relevant Payment in an aggregate amount less than such other Subsidiary Party’s Contribution Percentage of the aggregate payments made to and including the date of the Relevant Payment by all Subsidiary Parties in respect of the Guaranteed Obligations (the aggregate amount of such deficit, the “Aggregate Deficit Amount”) in an amount equal to (x) a fraction the amount numerator of which is the Aggregate Excess Amount of such payment or Subsidiary Party and the denominator of which is the Aggregate Excess Amount of all Subsidiary Parties multiplied by (y) the Aggregate Deficit Amount of such other Subsidiary Party. A Subsidiary Party’s right of contribution pursuant to the preceding sentences shall arise at the time of each computation, subject to adjustment to the time of each computation; provided that all contribution rights of such Subsidiary Party shall be subject to Section 3.03. As used in this Section 3.02: (i) each Subsidiary Party’s “Contribution Percentage” shall mean the percentage obtained by dividing (x) the Adjusted Net Worth (as defined below) of such Subsidiary Party by (y) the aggregate Adjusted Net Worth of all Subsidiary Parties; (ii) the “Adjusted Net Worth” of each Subsidiary Party shall mean the greater of (x) the book value or Net Worth (as defined below) of such Subsidiary Party and (y) zero; and (iii) the “Net Worth” of each Subsidiary Party shall mean the amount by which the fair market saleable value of such Subsidiary Party’s assets (the “Indemnified Amount”), as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Party on the Effective Date and the denominator shall be the aggregate net worth of all the Contributing Parties on the Effective Date (or, in the case date of any Contributing Relevant Payment exceeds its existing debts and other liabilities (including contingent liabilities, but without giving effect to any Guaranteed Obligations arising under this Agreement or any guaranteed obligations arising under any guaranty of the Senior Subordinated Notes or any Permitted Refinancing thereof) on such date. Notwithstanding anything to the contrary contained above, any Subsidiary Party becoming a party hereto that is released from this Agreement pursuant to Section 7.124.13 hereof shall thereafter have no contribution obligations, the date of the supplement hereto executed and delivered by such Contributing Party). Any Contributing Party making any payment to a Claiming Party or rights, pursuant to this Section 6.02 3.02, and at the time of any such release, if the released Subsidiary Party had an Aggregate Excess Amount or an Aggregate Deficit Amount, same shall be deemed reduced to $0, and the contribution rights and obligations of the remaining Subsidiary Parties shall be recalculated on the respective date of release (subject to Section 6.03as otherwise provided above) be subrogated to based on the payments made hereunder by the remaining Subsidiary Parties. Each of the Subsidiary Parties recognizes and acknowledges that the rights to contribution arising hereunder shall constitute an asset in favor of the party entitled to such Claiming contribution. In this connection, each Subsidiary Party under Section 6.01 has the right to the extent of such payment. Notwithstanding the foregoing, waive its contribution right against any other Subsidiary Party to the extent that any Claiming Party’s right after giving effect to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligationssuch waiver such Subsidiary Party would remain solvent, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification determination of the entire Indemnified AmountRequired Lenders.

Contribution and Subrogation. Each Subsidiary Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing PartyGuarantor”) agrees (subject to Section 6.036(c)) that, in the event a payment shall be made by any other Subsidiary Guarantor other than the Borrower hereunder in respect of any Guaranteed Obligation or assets of any other Grantor other than the Borrower Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party and such other Subsidiary Guarantor or Grantor (the “Claiming PartyGuarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6.016(a) hereof, such the Contributing Party Guarantor shall indemnify the Claiming Party Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”)assets, as the case may beapplicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Party Guarantor on the Effective Date date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties Subsidiary Guarantors on the Effective Date date hereof (or, in the case of any Contributing Party Subsidiary Guarantor becoming a party hereto pursuant to Section 7.125.10 of the Credit Agreement, the date of the supplement hereto executed and delivered by such Contributing PartySubsidiary Guarantor). Any Contributing Party Guarantor making any payment to a Claiming Party Guarantor pursuant to this Section 6.02 6(b) shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party Guarantor under Section 6.01 6(a) hereof to the extent of such payment. Notwithstanding The provisions of this Section 6(b) shall in no respect limit the foregoing, obligations and liabilities of any Subsidiary Guarantor to the extent that any Claiming Party’s right Administrative Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing the Administrative Agent and the other Secured Parties for whom the full amount guaranteed by such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified AmountSubsidiary Guarantor hereunder.

Contribution and Subrogation. Each QEPM Subsidiary Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing PartySubsidiary Guarantor”) agrees (subject to Section 6.033) that, in the event a payment shall be made by any other QEPM Subsidiary Guarantor other than under any guaranty for the Borrower hereunder in respect of any Obligation Credit Agreement or assets of any other Grantor other than the Borrower shall be sold pursuant to any Security Document to satisfy any Obligation an Indenture and such other QEPM Subsidiary Guarantor or Grantor (the “Claiming PartySubsidiary Guarantor”) shall not have been fully indemnified by the Borrower Company for any Excess Amount as provided in Section 6.011, such each Contributing Party Subsidiary Guarantor shall indemnify the Claiming Party Subsidiary Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”), as the case may be, in each case Excess Amount multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Party Subsidiary Guarantor on the Effective Date date hereof or on the date on which enforcement is being sought, whichever is greater, and the denominator shall be the aggregate of the respective net worth worths of all the Contributing Parties QEPM Subsidiary Guarantors on the Effective Date date hereof (or, in the case of any Contributing Party QEPM Subsidiary Guarantor becoming a party hereto pursuant to Section 7.1212, the date of the supplement Supplement (as defined in Section 12) hereto executed and delivered by such Contributing Party)QEPM Subsidiary Guarantor) or the date on which enforcement is being sought, whichever is greater. Any Contributing Party Subsidiary Guarantor making any payment to a Claiming Party Subsidiary Guarantor pursuant to this Section 6.02 2 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party Subsidiary Guarantor under Section 6.01 1 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor (other than, in the case of any payment referred to in this sentence in respect of any Obligation of the Company, the Company) being called a “Contributing Party”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor other than the Borrower hereunder in respect of any Obligation (other than any such payment made by the Company in respect of its own Obligations) or assets of any other Grantor other than the Borrower shall be sold pursuant to any Security Document to satisfy any Obligation (other than any assets of the Company sold to satisfy its own Obligations) and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower Company, as provided in Section 6.01, such Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”), as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Party on the Effective Closing Date and the denominator shall be the aggregate net worth of all the Contributing Parties on the Effective Closing Date (or, in the case of any Contributing Party becoming a party hereto pursuant to Section 7.12, the date of the supplement hereto executed and delivered by such Contributing Party). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party under Section 6.01 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “"Contributing Party”Guarantor") agrees (subject to Section 6.033) that, in the event a payment shall be made by any other Guarantor other than under the Borrower hereunder in respect of any Obligation Guarantee Agreement or assets of any other Grantor other than the Borrower Guarantor shall be sold pursuant to any Security Document to satisfy a claim of any Obligation Secured Party and such other Guarantor or Grantor (the “"Claiming Party”Guarantor") shall not have been fully indemnified by the Borrower as provided in Section 6.011, such the Contributing Party Guarantor shall indemnify the Claiming Party Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”)assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth Net Worth (as defined below) of such the Contributing Party Guarantor on the Effective Date date hereof and the denominator shall be the aggregate net worth Net Worth of all the Contributing Parties Guarantors on the Effective Date date hereof (or, in the case of any Contributing Party Guarantor becoming a party hereto pursuant to Section 7.1212, the date of the supplement Supplement hereto executed and delivered by such Contributing PartyGuarantor). The term "Net Worth" shall mean, with respect to any person, the fair value of the assets of such person over the fair value of the liabilities of such person (including contingent liabilities). Any Contributing Party Guarantor making any payment to a Claiming Party Guarantor pursuant to this Section 6.02 2 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party Guarantor under Section 6.01 1 to the extent of such payment. Notwithstanding Anything contained in this Agreement to the foregoingcontrary notwithstanding, the obligations of each Contributing Guarantor hereunder shall be limited to a maximum aggregate amount equal to the greatest amount that would not render such Contributing Guarantor's obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any provisions of applicable state law (collectively, the "Fraudulent Transfer Laws"), in each case after giving effect to all other liabilities of such Contributing Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Contributing Guarantor (a) in respect of intercompany indebtedness to the Borrower or Affiliates of the Borrower to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such Contributing Guarantor hereunder and (b) under any Claiming Party’s Guarantee of senior unsecured indebtedness or Indebtedness subordinated in right of payment to indemnification hereunder arises from the Obligations which Guarantee contains a payment or sale of Collateral made limitation as to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction maximum amount similar to that set forth in this paragraph, pursuant to which the second preceding sentence being modified liability of such Contributing Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as appropriate assets to provide for indemnification the value (as determined under the applicable provisions of the entire Indemnified AmountFraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights of such Contributing Guarantor pursuant to (i) applicable law or (ii) any agreement providing for an equitable allocation among such Contributing Guarantor and other Affiliates of the Borrower of obligations arising under Guarantees by such parties (including this Agreement).

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing Party”) agrees (subject to Section 6.03) thatthat to the extent that a Guarantor shall have paid more than its proportionate share (based, in to the event a maximum extent permitted by law, on the respective Adjusted Net Worths of the Guarantors on the date the respective payment is made) of any payment made hereunder (whether as Guarantor and/or Grantor hereunder, with proceeds of the Collateral of any Grantor applied hereunder deemed for this purpose to be payments made by it), such Guarantor shall be made by entitled to seek and receive contribution from and against any other Guarantor other than the Borrower hereunder in respect that has not paid its proportionate share of any Obligation or assets such payment. Each Guarantor’s right of any other Grantor other than the Borrower contribution shall be sold pursuant subject to the terms and conditions of Section 6.03. Notwithstanding anything to the contrary contained above, any Security Document to satisfy any Obligation Guarantor that is released from this Agreement (and such other Guarantor or Grantor (its guarantees contained herein) in accordance with the “Claiming Party”express provisions of Section 7.13(b) shall not thereafter have been fully indemnified by the Borrower as provided in Section 6.01no contribution obligations, such Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”)rights, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Party on the Effective Date and the denominator shall be the aggregate net worth of all the Contributing Parties on the Effective Date (or, in the case of any Contributing Party becoming a party hereto pursuant to Section 7.12, the date of the supplement hereto executed and delivered by such Contributing Party). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02, and at the time of any such release, the contribution rights and obligations of the remaining Guarantors shall be recalculated on the respective date of release (as otherwise provided herein) based on the payments made hereunder by the remaining Guarantors. The provisions of this Section 6.02 shall (subject to Section 6.03) be subrogated in no respect limit the obligations and liabilities of any Guarantor or Grantor to the rights of such Claiming Party under Section 6.01 Collateral Agent and the other Secured Creditors, and each Guarantor shall remain liable to the extent of Collateral Agent and the other Secured Creditors for the full amount guaranteed by such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified AmountGuarantor hereunder.

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing Party”) agrees (subject to Section 6.033.03) that, in the event a payment shall be made by any other Guarantor other than the Borrower hereunder in respect of any Obligation Obligations or assets of any other Grantor other than the Borrower Guarantor shall be sold pursuant to any Security Loan Document to satisfy any Obligation and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.013.01, such the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”), as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Party on the Effective Date date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties Guarantors on the Effective Date date hereof (or, in the case of any Contributing Party Guarantor becoming a party hereto pursuant to Section 7.125.12, the date of the supplement Supplement hereto executed and delivered by such Contributing PartyGuarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 3.02 shall (subject to Section 6.033.03) be subrogated to the rights of such Claiming Party under Section 6.01 3.01 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Subsidiary Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing PartyGuarantor”) agrees (subject to Section 6.036(c)) that, in the event a payment shall be made by any other Subsidiary Guarantor other than the Borrower hereunder in respect of any Guaranteed Obligation or assets of any other Grantor other than the Borrower Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party and such other Subsidiary Guarantor or Grantor (the “Claiming PartyGuarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6.016(a) hereof, such the Contributing Party Guarantor shall indemnify the Claiming Party Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”)assets, as the case may beapplicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Party Guarantor on the Effective Date date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties Subsidiary Guarantors on the Effective Date date hereof (or, in the case of any Contributing Party Subsidiary Guarantor becoming a party hereto pursuant to Section 7.125.10 of the Asset-Based Revolving Credit Agreement, the date of the supplement hereto executed and delivered by such Contributing PartySubsidiary Guarantor). Any Contributing Party Guarantor making any payment to a Claiming Party Guarantor pursuant to this Section 6.02 6(b) shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party Guarantor under Section 6.01 6(a) hereof to the extent of such payment. Notwithstanding The provisions of this Section 6(b) shall in no respect limit the foregoing, obligations and liabilities of any Subsidiary Guarantor to the extent that any Claiming Party’s right Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to indemnification hereunder arises from a payment or sale of the Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Agent and the other Secured Parties for whom the full amount guaranteed by such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified AmountSubsidiary Guarantor hereunder.

Contribution and Subrogation. Each Subsidiary Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing Party”) agrees (subject to Section 6.033) that, that in the event a payment shall be made by any other Subsidiary Guarantor other than under the Borrower hereunder in respect of any Obligation Guarantee Agreement or assets of any other Grantor other than the Borrower Subsidiary Guarantor shall be sold pursuant to any Security Document applicable security agreement or similar instrument or agreement to satisfy a claim of any Obligation Secured Party, and such other Subsidiary Guarantor or Grantor (the “Claiming Party”"CLAIMING SUBSIDIARY GUARANTOR") shall not have been fully indemnified by the Parent or the Borrower as provided in Section 6.011, such Contributing Party each other Subsidiary Guarantor (a "CONTRIBUTING SUBSIDIARY GUARANTOR") shall indemnify the Claiming Party Subsidiary Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”)assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Party Subsidiary Guarantor on the Effective Date date of the claim and the denominator shall be the aggregate net worth of all the Contributing Parties Subsidiary Guarantors on the Effective Date (or, in the case of any Contributing Party becoming a party hereto pursuant to Section 7.12, the date of the supplement hereto executed and delivered by such Contributing Party)claim. Any Contributing Party Subsidiary Guarantor making any payment to a Claiming Party Subsidiary Guarantor pursuant to this Section 6.02 2 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party Subsidiary Guarantor under Section 6.01 1 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing PartyGuarantor”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor other than the Borrower hereunder in respect of any Obligation Obligation, or assets of any other Grantor other than the Borrower Guarantor shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured Party, and such other Guarantor or Grantor (the “Claiming PartyGuarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6.01, such the Contributing Party Guarantor shall indemnify the Claiming Party Guarantor in an amount equal to (i) the amount of such payment or (ii) the greater of the book value or the fair market value of such assets (the “Indemnified Amount”), as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Party Guarantor on the Effective Closing Date and the denominator shall be the aggregate net worth of all the Contributing Parties Guarantors on the Effective Closing Date (or, in the case of any Contributing Party Guarantor becoming a party hereto pursuant to Section 7.12after the Closing Date, the date of the supplement hereto executed and delivered by on which such Contributing Partyparty became a Guarantor hereunder). Any Contributing Party Guarantor making any payment to a Claiming Party Guarantor pursuant to this Section 6.02 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party Guarantor under Section 6.01 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming PartyGuarantor’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties Guarantors for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming PartyGuarantor, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor Grantor, other than, in the case of any payment referred to in this sentence in respect of any Secured Obligation of the Company or any Subsidiary Loan Party that is a Borrowing Subsidiary, the Company or such Subsidiary Loan Party, as applicable, being called referred to as a “Contributing Party”) agrees (subject to Section 6.035.03) that, in the event a payment shall be made by any other Guarantor other than the Borrower hereunder in respect of any Secured Obligation (other than any such payment made by the Company or any such payment made by any Subsidiary Loan Party that is Borrowing Subsidiary in respect of its own Secured Obligations) or assets of any other Grantor other than the Borrower shall be sold pursuant to any Security Document to satisfy any Secured Obligation (other than any assets of the Company or of any Subsidiary Loan Party that is Borrowing Subsidiary sold to satisfy its own Secured Obligations) and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower Company or the applicable Subsidiary Loan Party, as applicable, as provided in Section 6.015.01, such Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”), as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Party on the Effective Date date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties on the Effective Date date hereof (or, in the case of any Contributing Party becoming a party hereto pursuant to Section 7.126.13, the date of the supplement hereto executed and delivered by such Contributing Party). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 5.02 shall (subject to Section 6.035.03) be subrogated to the rights of such Claiming Party under Section 6.01 5.01 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Pledged Collateral made to satisfy Secured Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each In order to provide for just and equitable contribution among the Guarantors, each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing Party”) agrees (subject to Section 6.03) that, that in the event a payment shall be made on any date under this Guaranty by any Guarantor (the "Funding Guarantor"), each other Guarantor other than the Borrower hereunder in respect of any Obligation or assets of any other Grantor other than the Borrower shall be sold pursuant to any Security Document to satisfy any Obligation and such other Guarantor or Grantor (the “Claiming Party”each a "Contributing Guarantor") shall not have been fully indemnified by the Borrower as provided in Section 6.01, such Contributing Party shall indemnify the Claiming Party Funding Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”), as the case may bepayment, in each case multiplied by a fraction the numerator of which the numerator shall be the net worth of the Contributing Guarantor as of such Contributing Party on the Effective Date date and the denominator of which shall be the aggregate net worth of all the Contributing Parties on Guarantors together with the Effective Date (or, in the case of any Contributing Party becoming a party hereto pursuant to Section 7.12, the date net worth of the supplement hereto executed and delivered by Funding Guarantor as of such Contributing Party)date. Any Contributing Party Guarantor making any payment to a Claiming Party Funding Guarantor pursuant to this Section 6.02 17 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party under Section 6.01 Funding Guarantor to the extent of such payment. Notwithstanding No Guarantor shall have any right of subrogation, reimbursement, contribution or indemnity, nor any right of recourse to security for the foregoingObligations unless and until 93 days shall have elapsed after the date on which the Obligations have been repaid in full and the Loan Documents (as defined in the Credit Agreement) have been terminated, without the filing or commencement, by or against any Borrower, of any state or federal action, suit, petition or proceeding seeking any reorganization, liquidation or other relief or arrangement in respect of creditors of, or the appointment of a receiver, liquidator, trustee or conservator in respect to, any Borrower or its assets. This waiver is expressly intended to prevent the existence of any claim in respect to such subrogation, reimbursement, contribution or indemnity by the Guarantors against the estate of any Borrower within the meaning of Section 101 of the Bankruptcy Code, in the event of a subsequent case involving a Borrower. If an amount shall be paid to any Guarantor on account of such rights at any time prior to termination of this Guaranty, such amount shall be held in trust for the benefit of the Administrative Agent and the Banks and shall forthwith be paid to the Administrative Agent, to be credited and applied to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Partywhether matured or unmatured, in accordance with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification terms of the entire Indemnified AmountLoan Documents or otherwise as the Administrative Agent may elect. The agreements in this Section 17 shall survive repayment of all of the Obligations and the termination or expiration of this Guaranty in any manner.

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing PartyGuarantor”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor other than the Borrower hereunder in respect on account of any Obligation or assets of any other Grantor other than the Borrower shall be sold pursuant to any Security Document to satisfy any Obligation its guarantee under this Agreement and such other Guarantor or Grantor (the “Claiming PartyGuarantor”) shall not have been fully indemnified by the applicable Borrower as provided in Section 6.01, such the Contributing Party Guarantor shall indemnify the Claiming Party Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”), as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Party Guarantor on the Effective Date date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties Guarantors on the Effective Date date hereof (or, in the case of any Contributing Party Guarantor becoming a party hereto pursuant to Section 7.127.16, the date of the supplement hereto executed and delivered by such Contributing PartyGuarantor). Any Contributing Party Guarantor making any payment to a Claiming Party Guarantor pursuant to this Section 6.02 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party Guarantor under Section 6.01 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming PartyGuarantor’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties Guarantors for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming PartyGuarantor, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amountamount so paid.

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing Party”) agrees (subject to Section 6.03) that, in the event At any time a payment shall be made by any other Guarantor other than the Borrower hereunder Subsidiary Party in respect of any Obligation the Secured Obligations is made under this Agreement or assets of any other Grantor other than the Borrower shall be sold pursuant to any Security Collateral Document to satisfy any Obligation and as a result of a sale of assets by such other Guarantor or Grantor (the “Claiming Party”) Subsidiary Party that shall not have been fully indemnified by the Borrower as provided in Section 6.01, such Contributing the right of contribution of each Subsidiary Party against each other Subsidiary Party shall indemnify be determined as provided in the Claiming immediately succeeding sentence, with the right of contribution of each Subsidiary Party to be revised and restated as of each date on which a payment (a “Relevant Payment”) is made on the Secured Obligations under this Agreement and not indemnified pursuant to Section 6.01. At any time that a Relevant Payment is made by a Subsidiary Party that results in the aggregate payments made by such Subsidiary Party in respect of the Secured Obligations to and including the date of the Relevant Payment exceeding such Subsidiary Party’s Contribution Percentage (as defined below) of the aggregate payments made by all Subsidiary Parties in respect of the Secured Obligations to and including the date of the Relevant Payment (such excess, the “Aggregate Excess Amount”), each such Subsidiary Party shall have a right of contribution against each other Subsidiary Party who has made payments in respect of the Secured Obligations to and including the date of the Relevant Payment in an aggregate amount less than such other Subsidiary Party’s Contribution Percentage of the aggregate payments made to and including the date of the Relevant Payment by all Subsidiary Parties in respect of the Secured Obligations (the aggregate amount of such deficit, the “Aggregate Deficit Amount”) in an amount equal to (x) a fraction the amount numerator of which is the Aggregate Excess Amount of such payment or Subsidiary Party and the denominator of which is the Aggregate Excess Amount of all Subsidiary Parties multiplied by (y) the Aggregate Deficit Amount of such other Subsidiary Party. A Subsidiary Party’s right of contribution pursuant to the preceding sentences shall arise at the time of each computation, subject to adjustment to the time of each computation; provided that the contribution rights of such Subsidiary Party shall be subject to Section 6.03. As used in this Section 6.02: (i) each Subsidiary Party’s “Contribution Percentage” shall mean the percentage obtained by dividing (x) the Adjusted Net Worth (as defined below) of such Subsidiary Party by (y) the aggregate Adjusted Net Worth of all Subsidiary Parties; (ii) the “Adjusted Net Worth” of each Subsidiary Party shall mean the greater of (x) the book value or Net Worth (as defined below) of such Subsidiary Party and (y) zero; and (iii) the “Net Worth” of each Subsidiary Party shall mean the amount by which the fair market saleable value of such Subsidiary Party’s assets (the “Indemnified Amount”), as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Party on the Effective Date and the denominator shall be the aggregate net worth of all the Contributing Parties on the Effective Date (or, in the case date of any Contributing Relevant Payment exceeds its existing debts and other liabilities (including contingent liabilities, but without giving effect to any Guaranteed Obligations arising under the Subsidiary Guaranty or any guaranteed obligations arising under any guaranty of any Junior Financing or any Permitted Refinancing thereof) on such date. Notwithstanding anything to the contrary contained above, any Subsidiary Party becoming a party hereto that is released from this Agreement pursuant to Section 7.127.13 hereof shall thereafter have no contribution obligations, the date of the supplement hereto executed and delivered by such Contributing Party). Any Contributing Party making any payment to a Claiming Party or rights, pursuant to this Section 6.02 6.02, and at the time of any such release, if the released Subsidiary Party had an Aggregate Excess Amount or an Aggregate Deficit Amount, same shall be deemed reduced to $0, and the contribution rights and obligations of the remaining Subsidiary Parties shall be recalculated on the respective date of release (subject to Section 6.03as otherwise provided above) be subrogated to based on the payments made hereunder by the remaining Subsidiary Parties. Each of the Subsidiary Parties recognizes and acknowledges that the rights to contribution arising hereunder shall constitute an asset in favor of the party entitled to such Claiming contribution. In this connection, each Subsidiary Party under Section 6.01 has the right to the extent of such payment. Notwithstanding the foregoing, waive its contribution right against any other Subsidiary Party to the extent that any Claiming Party’s right after giving effect to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligationssuch waiver such Subsidiary Party would remain solvent, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification determination of the entire Indemnified AmountRequired Lenders.

Contribution and Subrogation. Each Guarantor and Grantor (other than the Borrower Holdings) (each such Guarantor or Grantor being called a “Contributing PartyGuarantor”) agrees (subject to Section 6.036.03 hereof) that, in the event a payment shall be made by any other Guarantor (other than the Borrower Holdings) hereunder in respect of any Obligation or assets of any other Grantor Guarantor (other than Holdings and the Borrower Borrower) shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured Party and such other Guarantor or Grantor (the “Claiming PartyGuarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6.016.01 hereof, such the Contributing Party Guarantor shall indemnify the Claiming Party Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”)assets, as the case may beapplicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Party Guarantor on the Second Restatement Effective Date and the denominator shall be the aggregate net worth of all the Contributing Parties Guarantors on the Second Restatement Effective Date (or, or in the case of any Contributing Party Guarantor becoming a party hereto pursuant to Section 7.127.16 hereof, the date of the supplement hereto executed and delivered by such Contributing PartyGuarantor). Any Contributing Party Guarantor making any payment to a Claiming Party Guarantor pursuant to this Section 6.02 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party Guarantor under Section 6.01 hereof to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing Party”) agrees (subject to Section 6.03) that, in the event At any time a payment shall be made by any other Guarantor other than the Borrower hereunder Subsidiary Party in respect of any Obligation or assets of any other Grantor other than the Borrower shall be sold pursuant to any Security Document to satisfy any Obligation and such other Guarantor or Grantor (the “Claiming Party”) Guaranteed Obligations is made under this Agreement that shall not have been fully indemnified by the Borrower as provided in Section 6.013.01, such Contributing the right of contribution of each Subsidiary Party against each other Subsidiary Party shall indemnify be determined as provided in the Claiming immediately succeeding sentence, with the right of contribution of each Subsidiary Party to be revised and restated as of each date on which an unreimbursed payment (a “Relevant Payment”) is made on the Guaranteed Obligations under this Agreement. At any time that a Relevant Payment is made by a Subsidiary Party that results in the aggregate payments made by such Subsidiary Party in respect of the Guaranteed Obligations to and including the date of the Relevant Payment exceeding such Subsidiary Party’s Contribution Percentage (as defined below) of the aggregate payments made by all Subsidiary Parties in respect of the Guaranteed Obligations to and including the date of the Relevant Payment (such excess, the “Aggregate Excess Amount”), each such Subsidiary Party shall have a right of contribution against each other Subsidiary Party who has made payments in respect of the Guaranteed Obligations to and including the date of the Relevant Payment in an aggregate amount less than such other Subsidiary Party’s Contribution Percentage of the aggregate payments made to and including the date of the Relevant Payment by all Subsidiary Parties in respect of the Guaranteed Obligations (the aggregate amount of such deficit, the “Aggregate Deficit Amount”) in an amount equal to (x) a fraction the amount numerator of which is the Aggregate Excess Amount of such payment or Subsidiary Party and the denominator of which is the Aggregate Excess Amount of all Subsidiary Parties multiplied by (y) the Aggregate Deficit Amount of such other Subsidiary Party. A Subsidiary Party’s right of contribution pursuant to the preceding sentences shall arise at the time of each computation, subject to adjustment to the time of each computation; provided that all contribution rights of such Subsidiary Party shall be subject to Section 3.03. As used in this Section 3.02: (i) each Subsidiary Party’s “Contribution Percentage” shall mean the percentage obtained by dividing (x) the Adjusted Net Worth (as defined below) of such Subsidiary Party by (y) the aggregate Adjusted Net Worth of all Subsidiary Parties; (ii) the “Adjusted Net Worth” of each Subsidiary Party shall mean the greater of (x) the book value or Net Worth (as defined below) of such Subsidiary Party and (y) zero; and (iii) the “Net Worth” of each Subsidiary Party shall mean the amount by which the fair market saleable value of such Subsidiary Party’s assets (the “Indemnified Amount”), as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Party on the Effective Date and the denominator shall be the aggregate net worth of all the Contributing Parties on the Effective Date (or, in the case date of any Contributing Relevant Payment exceeds its existing debts and other liabilities (including contingent liabilities, but without giving effect to any Guaranteed Obligations arising under this Agreement or any guaranteed obligations arising under any guaranty of any Junior Financing) on such date. Notwithstanding anything to the contrary contained above, any Subsidiary Party becoming a party hereto that is released from this Agreement pursuant to Section 7.124.13 hereof shall thereafter have no contribution obligations, the date of the supplement hereto executed and delivered by such Contributing Party). Any Contributing Party making any payment to a Claiming Party or rights, pursuant to this Section 6.02 3.02, and at the time of any such release, if the released Subsidiary Party had an Aggregate Excess Amount or an Aggregate Deficit Amount, same shall be deemed reduced to $0, and the contribution rights and obligations of the remaining Subsidiary Parties shall be recalculated on the respective date of release (subject to Section 6.03as otherwise provided above) be subrogated to based on the payments made hereunder by the remaining Subsidiary Parties. Each of the Subsidiary Parties recognizes and acknowledges that the rights to contribution arising hereunder shall constitute an asset in favor of the party entitled to such Claiming contribution. In this connection, each Subsidiary Party under Section 6.01 has the right to the extent of such payment. Notwithstanding the foregoing, waive its contribution right against any other Subsidiary Party to the extent that any Claiming Party’s right after giving effect to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligationssuch waiver such Subsidiary Party would remain solvent, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification determination of the entire Indemnified AmountRequired Lenders.

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing Party”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor other than the Borrower hereunder in respect of any Secured Obligation or assets of any other Grantor other than the Borrower shall be sold pursuant to any Security Document to satisfy any Secured Obligation and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.01, such Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”), as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Party on the Effective Date date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties on the Effective Date date hereof (or, in the case of any Contributing Party becoming a party hereto pursuant to Section 7.127.15, the date of the supplement hereto Supplement executed and delivered by such Contributing Party). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party under Section 6.01 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Secured Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing PartyGuarantor”) agrees (subject to Section 6.036(c)) that, in the event a payment shall be made by any other Guarantor other than the Borrower hereunder in respect of any Obligation or assets of any other Grantor other than the Borrower Guarantor shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured Party and such other Guarantor or Grantor (the “Claiming PartyGuarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6.016(a), such the Contributing Party Guarantor shall indemnify the Claiming Party Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”)assets, as the case may beapplicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Party Guarantor on the Effective Date date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties Guarantors on the Effective Date date hereof (or, in the case of any Contributing Party Guarantor becoming a party hereto pursuant to Section 7.129.10 of the Credit Agreement, the date of the supplement hereto executed and delivered by such Contributing PartyGuarantor). Any Contributing Party Guarantor making any payment to a Claiming Party Guarantor pursuant to this Section 6.02 6(b) shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party Guarantor under Section 6.01 6(a) to the extent of such payment. Notwithstanding The provisions of this Section 6(b) shall in no respect limit the foregoing, obligations and liabilities of any Guarantor to the extent that any Claiming Party’s right Collateral Agent and the other Secured Parties, and each Guarantor shall remain liable to indemnification hereunder arises from a payment or sale of the Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Agent and the other Secured Parties for whom the full amount guaranteed by such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified AmountGuarantor hereunder.

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing Party”) agrees (subject to Section 6.03) that, in that to the event extent that a payment shall be made by any other Guarantor other than the Borrower hereunder in respect of any Obligation or assets of any other Grantor other than the Borrower shall be sold pursuant to any Security Document to satisfy any Obligation and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.01, such Contributing Subsidiary Credit Party shall indemnify the Claiming Party in an amount equal have paid more than its proportionate share (based, to the amount of such payment or maximum extent permitted by law, on the greater respective Adjusted Net Worths of the book value or the fair market value of such assets (the “Indemnified Amount”), as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Party on the Effective Date and the denominator shall be the aggregate net worth of all the Contributing Subsidiary Credit Parties on the Effective Date (or, in date the case respective payment is made) of any Contributing Party becoming a party hereto pursuant to Section 7.12payment made hereunder (whether as Guarantor and/or Grantor hereunder, the date with proceeds of the supplement hereto executed Collateral of any Grantor applied hereunder deemed for this purpose to be payments made by it), such Subsidiary Credit Party shall be entitled to seek and delivered by receive contribution from and against any other Subsidiary Credit Party hereunder that has not paid its proportionate share of such Contributing payment. Each Subsidiary Credit Party)’s right of contribution shall be subject to the terms and conditions of Section 6.03. Any Contributing Party making Notwithstanding anything to the contrary contained above, any payment to a Claiming Party Guarantor that is released from this Agreement (and its guarantees contained herein) in accordance with the express provisions of Section 7.13(b) shall thereafter have no contribution obligations, or rights, pursuant to this Section 6.02, and at the time of any such release, the contribution rights and obligations of the remaining Guarantors shall be recalculated on the respective date of release (as otherwise provided herein) based on the payments made hereunder by the remaining Guarantors. The provisions of this Section 6.02 shall (subject to Section 6.03) be subrogated in no respect limit the obligations and liabilities of any Guarantor or Grantor to the rights of such Claiming Party under Section 6.01 Collateral Agent and the other Secured Creditors, and each Guarantor shall remain liable to the extent of Collateral Agent and the other Secured Creditors for the full amount guaranteed by such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified AmountGuarantor hereunder.

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing PartyGuarantor”) agrees (subject to Section 6.038.3) that, in the event a payment shall be made by any other Guarantor other than the Borrower hereunder in respect of any Obligation Canadian Obligation, or assets of any other Grantor other than the Borrower Guarantor shall be sold pursuant to any Security Loan Document to satisfy any Canadian Obligation owed to any Secured Party, and such other Guarantor or Grantor (the “Claiming PartyGuarantor”) shall not have been fully indemnified by the Borrower relevant Canadian Borrower(s) as provided in Section 6.018.1, such the Contributing Party Guarantor shall indemnify the Claiming Party Guarantor in an amount equal to (i) the amount of such payment or (ii) the greater of the book value or the fair market value of such assets (the “Indemnified Amount”)assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Party Guarantor on the Effective Date date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties Guarantors on the Effective Date date hereof (or, in the case of any Contributing Party Guarantor becoming a party hereto pursuant to Section 7.129.14 hereof, the date of the supplement hereto executed and delivered by such Contributing PartyGuarantor). Any Contributing Party Guarantor making any payment to a Claiming Party Guarantor pursuant to this Section 6.02 8.2 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party Guarantor under Section 6.01 8.1 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral assets made to satisfy secured Canadian Borrower Obligations constituting Specified Swap Obligations, only those Contributing Parties Guarantors for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, claiming Party with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amountsentence.

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing Party”) agrees (subject to Section 6.03) that, in the event At any time a payment shall be made by any other Guarantor other than the Borrower hereunder Subsidiary Party in respect of any Obligation or assets of any other Grantor other than the Borrower shall be sold pursuant to any Security Document to satisfy any Obligation and such other Guarantor or Grantor (the “Claiming Party”) Guaranteed Obligations is made under this Agreement that shall not have been fully indemnified by the Borrower as provided in Section 6.013.01, such Contributing the right of contribution of each Subsidiary Party against each other Subsidiary Party shall indemnify be determined as provided in the Claiming immediately succeeding sentence, with the right of contribution of each Subsidiary Party to be revised and restated as of each date on which an unreimbursed payment (a “Relevant Payment”) is made on the Guaranteed Obligations under this Agreement. At any time that a Relevant Payment is made by a Subsidiary Party that results in the aggregate payments made by such Subsidiary Party in respect of the Guaranteed Obligations to and including the date of the Relevant Payment exceeding such Subsidiary Party’s Contribution Percentage (as defined below) of the aggregate payments made by all Subsidiary Parties in respect of the Guaranteed Obligations to and including the date of the Relevant Payment (such excess, the “Aggregate Excess Amount”), each such Subsidiary Party shall have a right of contribution against each other Subsidiary Party who has made payments in respect of the Guaranteed Obligations to and including the date of the Relevant Payment in an aggregate amount less than such other Subsidiary Party’s Contribution Percentage of the aggregate payments made to and including the date of the Relevant Payment by all Subsidiary Parties in respect of the Guaranteed Obligations (the aggregate amount of such deficit, the “Aggregate Deficit Amount”) in an amount equal to (x) a fraction the amount numerator of which is the Aggregate Excess Amount of such payment or Subsidiary Party and the denominator of which is the Aggregate Excess Amount of all Subsidiary Parties multiplied by (y) the Aggregate Deficit Amount of such other Subsidiary Party. A Subsidiary Party’s right of contribution pursuant to the preceding sentences shall arise at the time of each computation, subject to adjustment to the time of each computation; provided that all contribution rights of such Subsidiary Party shall be subject to Section 3.03. As used in this Section 3.02: (i) each Subsidiary Party’s “Contribution Percentage” shall mean the percentage obtained by dividing (x) the Adjusted Net Worth (as defined below) of such Subsidiary Party by (y) the aggregate Adjusted Net Worth of all Subsidiary Parties; (ii) the “Adjusted Net Worth” of each Subsidiary Party shall mean the greater of (x) the book value or Net Worth (as defined below) of such Subsidiary Party and (y) zero; and (iii) the “Net Worth” of each Subsidiary Party shall mean the amount by which the fair market saleable value of such Subsidiary Party’s assets (the “Indemnified Amount”), as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Party on the Effective Date and the denominator shall be the aggregate net worth of all the Contributing Parties on the Effective Date (or, in the case date of any Contributing Relevant Payment exceeds its existing debts and other liabilities (including contingent liabilities, but without giving effect to any Guaranteed Obligations arising under this Agreement or any guaranteed obligations arising under any guaranty of any Junior Financing) on such date. Notwithstanding anything to the contrary contained above, any Subsidiary Party becoming a party hereto that is released from this Agreement pursuant to Section 7.124.13 hereof shall thereafter have no contribution obligations, the date of the supplement hereto executed and delivered by such Contributing Party). Any Contributing Party making any payment to a Claiming Party or rights, pursuant to this Section 6.02 3.02, and at the time of any such release, if the released Subsidiary Party had an Aggregate Excess Amount or an Aggregate Deficit Amount, same shall be deemed reduced to $0, and the contribution rights and obligations of the remaining Subsidiary Parties shall be recalculated on the respective date of release (subject to Section 6.03as otherwise provided above) be subrogated to based on the payments made hereunder by the remaining Subsidiary Parties. Each of the Subsidiary Parties recognizes and acknowledges that the rights to contribution arising hereunder shall constitute an asset in favor of the party entitled to such Claiming contribution. In this context, each Subsidiary Party under Section 6.01 has the right to the extent of such payment. Notwithstanding the foregoing, waive its contribution right against any other Subsidiary Party to the extent that any Claiming Party’s right after giving effect to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligationssuch waiver such Subsidiary Party would remain solvent, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification determination of the entire Indemnified AmountRequired Lenders.

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “"Contributing Party”Guarantor") agrees (subject to Section 6.033) that, in the event a payment shall be made by any other Guarantor other than under the Borrower hereunder in respect of any Obligation Guarantee Agreement or assets of any other Grantor other than the Borrower Guarantor shall be sold pursuant to any Security Document to satisfy a claim of any Obligation Secured Party and such other Guarantor or Grantor (the “"Claiming Party”Guarantor") shall not have been fully indemnified by the Borrower as provided in Section 6.011, such the Contributing Party Guarantor shall indemnify the Claiming Party Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”)assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Party Guarantor on the Effective Date date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties Guarantors on the Effective Date date hereof (or, in the case of any Contributing Party Guarantor becoming a party hereto pursuant to Section 7.1212, the date of the supplement Supplement hereto executed and delivered by such Contributing PartyGuarantor). Any Contributing Party Guarantor making any payment to a Claiming Party Guarantor pursuant to this Section 6.02 2 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party Guarantor under Section 6.01 1 to the extent of such payment. Notwithstanding anything else herein, the foregoing, to obligations of Xxxxxx Xxxxxxxx hereunder will be limited the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale Collateral pledged under the Pledged Agreement of even date herewith between Xxxxxx Xxxxxxxx and the Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified AmountAgent.

Contribution and Subrogation. Each Subject to Section 2.07, each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing PartyGuarantor”) agrees (subject to Section 6.036.03 hereof) that, in the event a payment shall be made by any other Guarantor other than the Borrower hereunder in respect of any applicable Secured Obligation or assets of any other Grantor other than the Borrower shall be Guarantor are sold pursuant to any Security Document to satisfy any Secured Obligation owed to any applicable Secured Party and such other Guarantor or Grantor (the “Claiming PartyGuarantor”) shall not have been fully indemnified by the a Borrower as provided in Section 6.016.01 hereof, such the Contributing Party Guarantor shall indemnify the Claiming Party Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”), as the case may beapplicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Party Guarantor (without giving effect to any guarantees of Indebtedness of the Borrowers or any other Person) on the Effective Date date hereof and the denominator shall will be the aggregate net worth (without giving effect to any guarantees of Indebtedness of the Borrowers or any other Person) of all the Contributing Parties Guarantors on the Effective Date date hereof (or, in the case of any Contributing Party Guarantor becoming a party hereto pursuant to Section 7.127.16 hereof, the date of the supplement hereto executed and delivered by such Contributing PartyGuarantor). Any Contributing Party Guarantor making any payment to a Claiming Party Guarantor pursuant to this Section 6.02 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party Guarantor under Section 6.01 hereof to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming PartyGuarantor’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations any Secured Obligation constituting Specified Swap Obligations, only those Contributing Parties Guarantors for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming PartyGuarantor, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. In addition to all rights of indemnity and subrogation a Guarantor may have under applicable law (but subject to Section 4.3), the Borrower agrees that (a) in the event a payment shall be made by any Guarantor hereunder, the Borrower shall indemnify such Guarantor for the full amount of such payment, and such Guarantor shall be subrogated to the rights of the Person to whom such payments shall have been made to the extent of such payment, and (b) in the event that any assets of any Guarantor shall be sold pursuant to any Loan Document to satisfy any claim of any Guaranteed Party, the Borrower shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing PartyGuarantor”) agrees (subject to Section 6.03this paragraph) that, in the event a payment shall be made by any other Guarantor other than the Borrower hereunder in respect of any Obligation or assets of any other Grantor other than the Borrower Guarantor shall be sold pursuant to any Security Loan Document to satisfy a claim of any Obligation Guaranteed Party and such other Guarantor or Grantor (the “Claiming PartyGuarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6.01this paragraph, such the Contributing Party Guarantor shall indemnify the Claiming Party Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”)assets, as the case may beapplicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Party Guarantor on the Effective Date date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties Guarantors on the Effective Date on the date hereof (or, in the case of any Contributing Party becoming Person that becomes a party hereto pursuant to Section 7.12Guarantor after the date hereof, the date of the supplement hereto Subsidiary Joinder Agreement executed and delivered by such Contributing PartyPerson). Any Contributing Party Guarantor making any payment to a Claiming Party Guarantor pursuant to this Section 6.02 paragraph shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party Guarantor under Section 6.01 this paragraph to the extent of such payment. Notwithstanding the foregoing, any provision of this paragraph to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment contrary, all rights of its Guarantors under this paragraph and all other rights of indemnity, contribution or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations subrogation under applicable law or otherwise shall indemnify such Claiming Party, with be fully subordinated as provided in Section 4.3. No failure on the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification part of the entire Indemnified AmountBorrower or any Guarantor to make the payments required by this Section (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Guarantor with respect to its obligations under this paragraph, and each Guarantor shall remain liable for the full amount of the obligations of such Guarantor under this paragraph.

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing Party”) agrees (subject to Section 6.03) that, in the event At any time a payment shall be made by any other Guarantor other than the Borrower hereunder Subsidiary Party in respect of any Obligation the Secured Obligations is made under this Agreement or assets of any other Grantor other than the Borrower shall be sold pursuant to any Security Collateral Document to satisfy any Obligation and as a result of a sale of assets by such other Guarantor or Grantor (the “Claiming Party”) Subsidiary Party that shall not have been fully indemnified by the Borrower as provided in Section 6.01, such Contributing the right of contribution of each Subsidiary Party against each other Subsidiary Party shall indemnify be determined as provided in the Claiming immediately succeeding sentence, with the right of contribution of each Subsidiary Party to be revised and restated as of each date on which a payment (a “Relevant Payment”) is made on the Secured Obligations under this Agreement and not indemnified pursuant to Section 6.01. At any time that a Relevant Payment is made by a Subsidiary Party that results in the aggregate payments made by such Subsidiary Party in respect of the Secured Obligations to and including the date of the Relevant Payment exceeding such Subsidiary Party’s Contribution Percentage (as defined below) of the aggregate payments made by all Subsidiary Parties in respect of the Secured Obligations to and including the date of the Relevant Payment (such excess, the “Aggregate Excess Amount”), each such Subsidiary Party shall have a right of contribution against each other Subsidiary Party who has made payments in respect of the Secured Obligations to and including the date of the Relevant Payment in an aggregate amount less than such other Subsidiary Party’s Contribution Percentage of the aggregate payments made to and including the date of the Relevant Payment by all Subsidiary Parties in respect of the Secured Obligations (the aggregate amount of such deficit, the “Aggregate Deficit Amount”) in an amount equal to (x) a fraction the amount numerator of which is the Aggregate Excess Amount of such payment or Subsidiary Party and the denominator of which is the Aggregate Excess Amount of all Subsidiary Parties multiplied by (y) the Aggregate Deficit Amount of such other Subsidiary Party. A Subsidiary Party’s right of contribution pursuant to the preceding sentences shall arise at the time of each computation, subject to adjustment to the time of each computation; provided that the contribution rights of such Subsidiary Party shall be subject to Section 6.03. As used in this Section 6.02: (i) each Subsidiary Party’s “Contribution Percentage” shall mean the percentage obtained by dividing (x) the Adjusted Net Worth (as defined below) of such Subsidiary Party by (y) the aggregate Adjusted Net Worth of all Subsidiary Parties; (ii) the “Adjusted Net Worth” of each Subsidiary Party shall mean the greater of (x) the book value or Net Worth (as defined below) of such Subsidiary Party and (y) zero; and (iii) the “Net Worth” of each Subsidiary Party shall mean the amount by which the fair market saleable value of such Subsidiary Party’s assets (the “Indemnified Amount”), as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Party on the Effective Date and the denominator shall be the aggregate net worth of all the Contributing Parties on the Effective Date (or, in the case date of any Contributing Relevant Payment exceeds its existing debts and other liabilities (including contingent liabilities, but without giving effect to any Guaranteed Obligations arising under the Guaranty or any guaranteed obligations arising under any guaranty of any Junior Financing or any Permitted Refinancing thereof) on such date. Notwithstanding anything to the contrary contained above, any Subsidiary Party becoming a party hereto that is released from this Agreement pursuant to Section 7.127.13 hereof shall thereafter have no contribution obligations, the date of the supplement hereto executed and delivered by such Contributing Party). Any Contributing Party making any payment to a Claiming Party or rights, pursuant to this Section 6.02 6.02, and at the time of any such release, if the released Subsidiary Party had an Aggregate Excess Amount or an Aggregate Deficit Amount, same shall be deemed reduced to $0, and the contribution rights and obligations of the remaining Subsidiary Parties shall be recalculated on the respective date of release (subject to Section 6.03as otherwise provided above) be subrogated to based on the payments made hereunder by the remaining Subsidiary Parties. Each of the Subsidiary Parties recognizes and acknowledges that the rights to contribution arising hereunder shall constitute an asset in favor of the party entitled to such Claiming contribution. In this context, each Subsidiary Party under Section 6.01 has the right to the extent of such payment. Notwithstanding the foregoing, waive its contribution right against any other Subsidiary Party to the extent that any Claiming Party’s right after giving effect to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligationssuch waiver such Subsidiary Party would remain solvent, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification determination of the entire Indemnified AmountRequired Lenders.

Contribution and Subrogation. Each Subsidiary Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “"Contributing Party”Subsidiary Guarantor") agrees (subject to Section 6.033 of this Agreement) that, in the event a payment shall be made by any other Subsidiary Guarantor other than under the Borrower hereunder in respect of any Obligation or assets of any other Grantor other than the Borrower shall be sold pursuant to any Security Document to satisfy any Obligation Guarantee Agreement and such other Subsidiary Guarantor or Grantor (the “"Claiming Party”Subsidiary Guarantor") shall not have been fully indemnified by the Borrower Borrowers as provided in Section 6.011, such each Contributing Party Subsidiary Guarantor shall indemnify the Claiming Party Subsidiary Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”), as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Party Subsidiary Guarantor on the Effective Date date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 12 of this Agreement, the date of the Supplement hereto executed and delivered by such Subsidiary Guarantor) or on the date on which enforcement is being sought, whichever is greater, and the denominator shall be the aggregate net worth of all the Contributing Parties Subsidiary Guarantors on the Effective Date date hereof (or, in the case of any Contributing Party Subsidiary Guarantor becoming a party hereto pursuant to Section 7.1212 of this Agreement, the date of the supplement Supplement hereto executed and delivered by such Contributing PartySubsidiary Guarantor) or on the date on which enforcement is being sought, whichever is greater; provided that, notwithstanding the foregoing, any Subsidiary Guarantor that is a Foreign Subsidiary shall indemnify the Claiming Subsidiary Guarantor only to the extent that the Claiming Subsidiary Guarantor made a payment with respect to an obligation of a Borrower that is a direct or indirect subsidiary of such Foreign Subsidiary (and such Foreign Subsidiary shall not have any liability whatsoever with respect to any payment made by a Claiming Subsidiary Guarantor which is either the Company or any Domestic Subsidiary). Any Contributing Party Subsidiary Guarantor making any payment to a Claiming Party Subsidiary Guarantor pursuant to this Section 6.02 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party Subsidiary Guarantor under Section 6.01 1 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Subsidiary Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “"Contributing Party”Subsidiary Guarantor") agrees (subject to Section 6.033) that, in the event a payment shall be made by any other Subsidiary Guarantor other than under the Borrower hereunder in respect of any Obligation Senior Subsidiary Guarantee Agreement or assets of any other Grantor other than the Borrower Subsidiary Guarantor shall be sold pursuant to any Security Senior Collateral Document to satisfy a claim of any Obligation Senior Secured Party and such other Subsidiary Guarantor or Grantor (the “"Claiming Party”Subsidiary Guarantor") shall not have been fully indemnified by the Borrower as provided in Section 6.011, such the Contributing Party Subsidiary Guarantor shall indemnify the Claiming Party Subsidiary Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”)assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Subsidiary Guarantor on May 27, 2000 (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 12 after such Contributing Party on date, the Effective Date date of the Supplement hereto executed and delivery by such Subsidiary Guarantor) and the denominator shall be the aggregate net worth of all the Contributing Parties Subsidiary Guarantors on the Effective Date May 27, 2000 (or, in the case of any Contributing Party Subsidiary Guarantor becoming a party hereto pursuant to Section 7.1212 after such date, the date of the supplement Supplement hereto executed and delivered by such Contributing PartySubsidiary Guarantor). Any Contributing Party Subsidiary Guarantor making any payment to a Claiming Party Subsidiary Guarantor pursuant to this Section 6.02 2 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party Subsidiary Guarantor under Section 6.01 1 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing PartyGuarantor”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor other than the Borrower hereunder in respect of any Obligation Obligation, or assets of any other Grantor other than the Borrower Guarantor shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured Party, and such other Guarantor or Grantor (the “Claiming PartyGuarantor”) shall not have been fully indemnified by the applicable Borrower as provided in Section 6.01, such the Contributing Party Guarantor shall indemnify the Claiming Party Guarantor in an amount equal to (i) the amount of such payment or (ii) the greater of the book value or the fair market value of such assets (the “Indemnified Amount”), as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Party Guarantor on the Effective Date date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties Guarantors on the Effective Date date hereof (or, in the case of any Contributing Party Guarantor becoming a party hereto pursuant to Section 7.127.16, the date of the supplement hereto executed and delivered by such Contributing PartyGuarantor). Any Contributing Party Guarantor making any payment to a Claiming Party Guarantor pursuant to this Section 6.02 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party Guarantor under Section 6.01 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming PartyGuarantor’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties Guarantors for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming PartyGuarantor, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing Party”) agrees (subject to Section 6.035.03) that, in the event a payment shall be made by any other Guarantor other than the Borrower hereunder in respect of any Obligation or assets of any other Grantor other than the Borrower shall be sold pursuant to any Security Document to satisfy any Obligation and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.015.01, such Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”), as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Party on the Effective Date date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties on the Effective Date date hereof (or, in the case of any Contributing Party becoming a party hereto pursuant to Section 7.126.12, the date of the supplement hereto executed and delivered by such Contributing Party). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 5.02 shall (subject to Section 6.035.03) be subrogated to the rights of such Claiming Party under Section 6.01 5.01 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing Party”) agrees (subject to Section 6.035.03) that, in the event a payment shall be made by any other Guarantor other than the Borrower hereunder in respect of any Obligation or assets of any other Grantor other than the Borrower shall be sold pursuant to any Security Document to satisfy any Secured Obligation owed to any Secured Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.015.01, such the Contributing Party shall indemnify the Claiming Party in an amount (the “Indemnified Amount”) equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”), as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Party on the Restatement Effective Date Date, and the denominator shall be the aggregate net worth of all the Contributing Parties Grantors on the Restatement Effective Date (or, in the case of any Contributing Party Grantor becoming a party hereto after the Restatement Effective Date, pursuant to Section 7.127.14, the date of the supplement hereto executed and delivered by such Contributing PartyGrantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 5.02 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party under Section 6.01 5.01 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Secured Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing Party”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor other than the Borrower hereunder in respect of any Obligation or assets of any other Grantor (other than the Borrower Borrower) shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.01, such the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”), as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Party on the Restatement Effective Date (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 7.14, the date of the supplement hereto executed and delivered by such Guarantor or Grantor) and the denominator shall be the aggregate net worth of all the Contributing Parties Guarantors and Grantors on the Restatement Effective Date (or, in the case of any Contributing Party Guarantor or Grantor becoming a party hereto pursuant to Section 7.127.14, the date of the supplement hereto executed and delivered by such Contributing Partyother date). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party under Section 6.01 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing Party”"CONTRIBUTING GUARANTOR") agrees (subject to Section 6.033) that, in the event a payment shall be made by any other Guarantor other than under the Borrower hereunder in respect of any Obligation Subsidiary Guarantee Agreement or assets of any other Grantor other than the Borrower Guarantor shall be sold pursuant to any Security Credit Document to satisfy a claim of any Obligation and Obligee, and, in either case, such other Guarantor or Grantor (the “Claiming Party”"CLAIMING GUARANTOR") shall not have been fully indemnified by the Borrower as provided in Section 6.011, such the Contributing Party Guarantor shall, to the extent the Claiming Guarantor shall not have been so indemnified by the Borrower, indemnify the Claiming Party Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”)assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Party Guarantor on the Effective Date date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 12, the date of the Supplement hereto executed and delivered by such Guarantor) and the denominator shall be the aggregate net worth of all the Contributing Parties Guarantors on the Effective Date date hereof (or, in the case of any Contributing Party Guarantor becoming a party hereto pursuant to Section 7.1212, the date of the supplement Supplement hereto executed and delivered by such Contributing PartyGuarantor). Any Contributing Party Guarantor making any payment to a Claiming Party Guarantor pursuant to this Section 6.02 2 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party Guarantor under Section 6.01 1 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing PartyGuarantor”) agrees (subject to Section 6.038.3) that, in the event a payment shall be made by any other Guarantor other than the Borrower hereunder in respect of any Obligation Obligation, or assets of any other Grantor other than the Borrower Guarantor shall be sold pursuant to any Security Loan Document to satisfy any Obligation owed to any Secured Party, and such other Guarantor or Grantor (the “Claiming PartyGuarantor”) shall not have been fully indemnified by the US Borrower as provided in Section 6.018.1, such the Contributing Party Guarantor shall indemnify the Claiming Party Guarantor in an amount equal to (i) the amount of such payment or (ii) the greater of the book value or the fair market value of such assets (the “Indemnified Amount”)assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Party Guarantor on the Effective Date date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties Guarantors on the Effective Date date hereof (or, in the case of any Contributing Party Guarantor becoming a party hereto pursuant to Section 7.129.14, the date of the supplement hereto executed and delivered by such Contributing PartyGuarantor). Any Contributing Party Guarantor making any payment to a Claiming Party Guarantor pursuant to this Section 6.02 8.2 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party Guarantor under Section 6.01 8.1 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral assets made to satisfy secured Obligations constituting Specified Swap Obligations, only those Contributing Parties Guarantors for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, claiming Party with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amountsentence.

Contribution and Subrogation. Each Guarantor and Subsidiary Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing PartySubsidiary Grantor”) agrees (subject to Section 6.035.03) that, in the event a payment shall be made by any other Guarantor other than the Borrower Subsidiary Grantor hereunder in respect of any Obligation Notes Obligation, or assets of any other Subsidiary Grantor other than the Borrower shall be sold pursuant to any Security Document to satisfy any Notes Obligation owed to any Secured Party, and such other Guarantor or Subsidiary Grantor (the “Claiming PartySubsidiary Grantor”) shall not have been fully indemnified by the Borrower Issuer as provided in Section 6.015.01, such the Contributing Party Subsidiary Grantor shall indemnify the Claiming Party Subsidiary Grantor in an amount equal to (i) the amount of such payment or (ii) the greater of the book value or the fair market value of such assets (the “Indemnified Amount”)assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Party Subsidiary Grantor on the Effective Date date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties Subsidiary Grantors on the Effective Date date hereof (or, in the case of any Contributing Party such Subsidiary Grantor becoming a party hereto pursuant to Section 7.126.16, the date of the supplement hereto executed and delivered by such Contributing PartySubsidiary Grantor). Any Contributing Party Subsidiary Grantor making any payment to a Claiming Party Subsidiary Grantor pursuant to this Section 6.02 5.02 shall (subject to Section 6.035.03) be subrogated to the rights of such Claiming Party Subsidiary Grantor under Section 6.01 5.01 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing Party”) agrees (subject to Section 6.03) that, in the event At any time a payment shall be made by any other Guarantor other than the Borrower hereunder Subsidiary Party in respect of any Obligation the Secured Obligations is made under this Agreement or assets of any other Grantor other than the Borrower shall be sold pursuant to any Security Collateral Document to satisfy any Obligation and as a result of a sale of assets by such other Guarantor or Grantor (the “Claiming Party”) Subsidiary Party that shall not have been fully indemnified by the Borrower as provided in Section 6.015.01, such Contributing the right of contribution of each Subsidiary Party against each other Subsidiary Party shall indemnify be determined as provided in the Claiming immediately succeeding sentence, with the right of contribution of each Subsidiary Party to be revised and restated as of each date on which a payment (a “Relevant Payment”) is made on the Secured Obligations under this Agreement and not indemnified pursuant to Section 5.01. At any time that a Relevant Payment is made by a Subsidiary Party that results in the aggregate payments made by such Subsidiary Party in respect of the Secured Obligations to and including the date of the Relevant Payment exceeding such Subsidiary Party’s Contribution Percentage (as defined below) of the aggregate payments made by all Subsidiary Parties in respect of the Secured Obligations to and including the date of the Relevant Payment (such excess, the “Aggregate Excess Amount”), each such Subsidiary Party shall have a right of contribution against each other Subsidiary Party who has made payments in respect of the Secured Obligations to and including the date of the Relevant Payment in an aggregate amount less than such other Subsidiary Party’s Contribution Percentage of the aggregate payments made to and including the date of the Relevant Payment by all Subsidiary Parties in respect of the Secured Obligations (the aggregate amount of such deficit, the “Aggregate Deficit Amount”) in an amount equal to (x) a fraction the amount numerator of which is the Aggregate Excess Amount of such payment or Subsidiary Party and the denominator of which is the Aggregate Excess Amount of all Subsidiary Parties multiplied by (y) the Aggregate Deficit Amount of such other Subsidiary Party. A Subsidiary Party’s right of contribution pursuant to the preceding sentences shall arise at the time of each computation, subject to adjustment to the time of each computation; provided that the contribution rights of such Subsidiary Party shall be subject to Section 5.03. As used in this Section 5.02: (i) each Subsidiary Party’s “Contribution Percentage” shall mean the percentage obtained by dividing (x) the Adjusted Net Worth (as defined below) of such Subsidiary Party by (y) the aggregate Adjusted Net Worth of all Subsidiary Parties; (ii) the “Adjusted Net Worth” of each Subsidiary Party shall mean the greater of (x) the book value or Net Worth (as defined below) of such Subsidiary Party and (y) zero; and (iii) the “Net Worth” of each Subsidiary Party shall mean the amount by which the fair market saleable value of such Subsidiary Party’s assets (the “Indemnified Amount”), as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Party on the Effective Date and the denominator shall be the aggregate net worth of all the Contributing Parties on the Effective Date (or, in the case date of any Contributing Relevant Payment exceeds its existing debts and other liabilities (including contingent liabilities, but without giving effect to any Guaranteed Obligations arising under the Subsidiary Guaranty or any guaranteed obligations arising under any guaranty of the Senior Subordinated Notes or any Permitted Refinancing thereof) on such date. Notwithstanding anything to the contrary contained above, any Subsidiary Party becoming a party hereto that is released from this Agreement pursuant to Section 7.126.13 hereof shall thereafter have no contribution obligations, the date of the supplement hereto executed and delivered by such Contributing Party). Any Contributing Party making any payment to a Claiming Party or rights, pursuant to this Section 6.02 5.02, and at the time of any such release, if the released Subsidiary Party had an Aggregate Excess Amount or an Aggregate Deficit Amount, same shall be deemed reduced to $0, and the contribution rights and obligations of the remaining Subsidiary Parties shall be recalculated on the respective date of release (subject to Section 6.03as otherwise provided above) be subrogated to based on the payments made hereunder by the remaining Subsidiary Parties. Each of the Subsidiary Parties recognizes and acknowledges that the rights to contribution arising hereunder shall constitute an asset in favor of the party entitled to such Claiming contribution. In this connection, each Subsidiary Party under Section 6.01 has the right to the extent of such payment. Notwithstanding the foregoing, waive its contribution right against any other Subsidiary Party to the extent that any Claiming Party’s right after giving effect to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligationssuch waiver such Subsidiary Party would remain solvent, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification determination of the entire Indemnified AmountRequired Lenders.

Contribution and Subrogation. Each Contributing Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing Party”) agrees (subject to Section 6.037.8) that, in the event a payment shall be made by any other Guarantor other than the Borrower hereunder in respect of any Guaranteed Obligation or assets of any other Grantor other than the Borrower Guarantor shall be sold pursuant to any Security Collateral Document to satisfy any Guaranteed Obligation owed to any Secured Party and such other Guarantor or Grantor (the “Claiming PartyGuarantor”) shall not have been fully indemnified by the Borrower Borrowers as provided in Section 6.017.3 hereof, such the Contributing Party Guarantor shall indemnify the Claiming Party Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”)assets, as the case may beapplicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Party Guarantor on the Effective Date date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties Guarantors on the Effective Date date hereof (or, in the case of any Contributing Party Guarantor becoming a party hereto pursuant to Section 7.12, 5.10 the date of the supplement hereto Counterpart Agreement executed and delivered by such Contributing PartySubsidiary Guarantor). Any Contributing Party Guarantor making any payment to a Claiming Party Guarantor pursuant to this Section 6.02 7.4 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party Guarantor under Section 6.01 7.3hereof to the extent of such payment. Notwithstanding The provisions of this Section 7.4 shall in no respect limit the foregoing, obligations and liabilities of any Guarantor to the extent that any Claiming Party’s right Collateral Agent and the other Secured Parties, and each Guarantor shall remain liable to indemnification hereunder arises from a payment or sale of the Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Agent and the other Secured Parties for whom the full amount guaranteed by such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified AmountGuarantor hereunder.

Contribution and Subrogation. Each Guarantor and Grantor (other than the Borrower Borrower) (each such Guarantor or Grantor being called a “Contributing Party”) agrees (subject to Section 6.03SECTION 3.03. ) that, in the event a payment shall be made by any other Guarantor (other than the Borrower Borrower) hereunder in respect of any Obligation or assets of any other Grantor other than the Borrower shall be sold pursuant to any Security Document to satisfy any Obligation and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.01SECTION 3.01. , such the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”), as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Party on the Effective Date date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party on the Effective Date date hereof (or, in the case of any Contributing Party Guarantor becoming a party hereto pursuant to Section 7.12SECTION 4.11. , the date of the supplement Guaranty Supplement hereto executed and delivered by such Contributing PartyGuarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 SECTION 3.02. shall (subject to Section 6.033.03) be subrogated to the rights of such Claiming Party under Section 6.01 3.01 to the extent of such payment. Each Guarantor recognizes and acknowledges that the rights to contribution arising hereunder shall constitute an asset in favor of the party entitled to such contribution. In this connection, each Guarantor has the right to waive, to the fullest extent permitted by applicable law, its contribution right against any other Guarantor to the extent that after giving effect to such waiver such Guarantor would remain solvent, in the determination of the Required Lenders. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding first sentence of this paragraph being modified as appropriate to provide for indemnification of up to the entire Indemnified Amount.

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing Party”) agrees (subject to Section 6.033.03) that, in the event a payment shall be made by any other Guarantor other than the Borrower hereunder in respect of any Obligation or assets of any other Grantor other than the Borrower shall be sold pursuant to any Security Document to satisfy any Obligation and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.013.01, such the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”), as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Party on the Effective Date date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties Guarantors on the Effective Date date hereof (or, in the case of any Contributing Party Guarantor becoming a party hereto pursuant to Section 7.124.14, the date of the supplement hereto executed and delivered by such Contributing PartyGuarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 3.02 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party under Section 6.01 3.01 to the extent of such payment. For purposes of this Agreement, “net worth” of any Guarantor as of any date shall mean (a) the amount of the total assets of such Guarantor as of such date minus (b) the amount of the total liabilities of such Guarantor as of such date, in each case that would be reflected on a balance sheet prepared on a consolidated basis as of such date in accordance with GAAP. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second third preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Subsidiary Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing PartySubsidiary Guarantor”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Subsidiary Guarantor other than the Borrower hereunder in respect of any Obligation Obligation, or assets of any other Grantor other than the Borrower Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured Party, and such other Subsidiary Guarantor or Grantor (the “Claiming PartySubsidiary Guarantor”) shall not have been fully indemnified by the Borrower Issuer as provided in Section 6.01, such the Contributing Party Subsidiary Guarantor shall indemnify the Claiming Party Subsidiary Guarantor in an amount equal to (i) the amount of such payment or (ii) the greater of the book value or the fair market value of such assets (the “Indemnified Amount”)assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Party Subsidiary Guarantor on the Effective Date date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties Subsidiary Guarantors on the Effective Date date hereof (or, in the case of any Contributing Party Subsidiary Guarantor becoming a party hereto pursuant to Section 7.127.16, the date of the supplement hereto executed and delivered by such Contributing PartySubsidiary Guarantor). Any Contributing Party Subsidiary Guarantor making any payment to a Claiming Party Subsidiary Guarantor pursuant to this Section 6.02 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party Subsidiary Guarantor under Section 6.01 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Subsidiary Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “"Contributing Party”Subsidiary Guarantor") agrees (subject to Section 6.033) that, in the event a payment shall be made by any other Subsidiary Guarantor other than under the Borrower hereunder in respect of any Obligation or assets of any other Grantor other than the Borrower shall be sold pursuant to any Security Document to satisfy any Obligation Subsidiary Guarantee Agreement and such other Subsidiary Guarantor or Grantor (the “"Claiming Party”Subsidiary Guarantor") shall not have been fully indemnified by the Borrower Borrowers as provided in Section 6.011, such each Contributing Party Subsidiary Guarantor shall indemnify the Claiming Party Subsidiary Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”), as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Party Subsidiary Guarantor on the Effective Date date hereof or on the date on which enforcement is being sought, whichever is greater, and the denominator shall be the aggregate of the respective net worth worths of all the Contributing Parties Subsidiary Guarantors on the Effective Date date hereof (or, in the case of any Contributing Party Subsidiary Guarantor becoming a party hereto pursuant to Section 7.1212, the date of the supplement Supplement hereto executed and delivered by such Contributing Party)Subsidiary Guarantor) or the date on which enforcement is being sought, whichever is greater. Any Contributing Party Subsidiary Guarantor making any payment to a Claiming Party Subsidiary Guarantor pursuant to this Section 6.02 2 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party Subsidiary Guarantor under Section 6.01 1 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Subsidiary Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing PartySubsidiary Guarantor”) agrees (subject to Section 6.031.06 above) that, in the event a payment shall be made by any other Subsidiary Guarantor other than the Borrower hereunder in respect of any Obligation under this Agreement or assets of any other Grantor other than the Borrower Subsidiary Guarantor shall be sold pursuant to any Security Collateral Document to satisfy a claim of any Obligation Credit Party and such other Subsidiary Guarantor or Grantor (the “Claiming PartySubsidiary Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6.012.01, such the Contributing Party Subsidiary Guarantor shall indemnify the Claiming Party Subsidiary Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”)assets, as the case may be, in each case multiplied by a fraction the numerator of which the numerator shall be the net worth of such the Contributing Party Subsidiary Guarantor on the Effective Date date that the obligation(s) supporting such claim were incurred under this Agreement and the denominator of which shall be the aggregate net worth of all the Contributing Parties Subsidiary Guarantors on the Effective Date such date (or, in the case of any Contributing Party Subsidiary Guarantor becoming a party hereto pursuant to Section 7.125.11, the date of the supplement hereto Accession Agreement executed and delivered by such Contributing PartySubsidiary Guarantor). Any Contributing Party Subsidiary Guarantor making any payment to a Claiming Party Subsidiary Guarantor pursuant to this Section 6.02 2.02 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party Subsidiary Guarantor under Section 6.01 2.01 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing Party”) agrees (subject to Section 6.03) that, in the event At any time a payment shall be made by any other Guarantor other than the Borrower hereunder Subsidiary Party in respect of any Obligation the Secured Obligations is made under this Agreement or assets of any other Grantor other than the Borrower shall be sold pursuant to any Security Collateral Document to satisfy any Obligation and as a result of a sale of assets by such other Guarantor or Grantor (the “Claiming Party”) Subsidiary Party that shall not have been fully indemnified by the Borrower as provided in Section 6.01, such Contributing the right of contribution of each Subsidiary Party against each other Subsidiary Party shall indemnify be determined as provided in the Claiming immediately succeeding sentence, with the right of contribution of each Subsidiary Party to be revised and restated as of each date on which a payment (a “Relevant Payment”) is made on the Secured Obligations under this Agreement and not indemnified pursuant to Section 6.01. At any time that a Relevant Payment is made by a Subsidiary Party that results in the aggregate payments made by such Subsidiary Party in respect of the Secured Obligations to and including the date of the Relevant Payment exceeding such Subsidiary Party’s Contribution Percentage (as defined below) of the aggregate payments made by all Subsidiary Parties in respect of the Secured Obligations to and including the date of the Relevant Payment (such excess, the “Aggregate Excess Amount”), each such Subsidiary Party shall have a right of contribution against each other Subsidiary Party who has made payments in respect of the Secured Obligations to and including the date of the Relevant Payment in an aggregate amount less than such other Subsidiary Party’s Contribution Percentage of the aggregate payments made to and including the date of the Relevant Payment by all Subsidiary Parties in respect of the Secured Obligations (the aggregate amount of such deficit, the “Aggregate Deficit Amount”) in an amount equal to (x) a fraction the amount numerator of which is the Aggregate Excess Amount of such payment or Subsidiary Party and the denominator of which is the Aggregate Excess Amount of all Subsidiary Parties multiplied by (y) the Aggregate Deficit Amount of such other Subsidiary Party. A Subsidiary Party’s right of contribution pursuant to the preceding sentences shall arise at the time of each computation, subject to adjustment to the time of each computation; provided that the contribution rights of such Subsidiary Party shall be subject to Section 6.03. As used in this Section 6.02: (i) each Subsidiary Party’s “Contribution Percentage” shall mean the percentage obtained by dividing (x) the Adjusted Net Worth (as defined below) of such Subsidiary Party by (y) the aggregate Adjusted Net Worth of all Subsidiary Parties; (ii) the “Adjusted Net Worth” of each Subsidiary Party shall mean the greater of (x) the book value or Net Worth (as defined below) of such Subsidiary Party and (y) zero; and (iii) the “Net Worth” of each Subsidiary Party shall mean the amount by which the fair market saleable value of such Subsidiary Party’s assets (the “Indemnified Amount”), as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Party on the Effective Date and the denominator shall be the aggregate net worth of all the Contributing Parties on the Effective Date (or, in the case date of any Contributing Relevant Payment exceeds its existing debts and other liabilities (including contingent liabilities, but without giving effect to any Guaranteed Obligations arising under the Subsidiary Guaranty or any guaranteed obligations arising under any guaranty of any Junior Financing or any Permitted Refinancing thereof) on such date. Notwithstanding anything to the contrary contained above, any Subsidiary Party becoming a party hereto that is released from this Agreement pursuant to Section 7.127.13 hereof shall thereafter have no contribution obligations, the date of the supplement hereto executed and delivered by such Contributing Party). Any Contributing Party making any payment to a Claiming Party or rights, pursuant to this Section 6.02 6.02, and at the time of any such release, if the released Subsidiary Party had an Aggregate Excess Amount or an Aggregate Deficit Amount, same shall be deemed reduced to $0, and the contribution rights and obligations of the remaining Subsidiary Parties shall be recalculated on the respective date of release (subject to Section 6.03as otherwise provided above) be subrogated to based on the payments made hereunder by the remaining Subsidiary Parties. Each of the Subsidiary Parties recognizes and acknowledges that the rights to contribution arising hereunder shall constitute an asset in favor of the party entitled to such Claiming contribution. In this connection, each Subsidiary Party under Section 6.01 has the right to the extent of such payment. Notwithstanding the foregoing, waive its contribution right against any other Subsidiary Party to the extent that any Claiming Party’s right NEWYORK 8663622 (2K) after giving effect to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligationssuch waiver such Subsidiary Party would remain solvent, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification determination of the entire Indemnified AmountRequired Lenders.

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing Party”) agrees (subject to Section 6.03) that, in the event At any time a payment shall be made by any other Guarantor other than the Borrower hereunder Subsidiary Party in respect of any Obligation the Secured Obligations is made under this Agreement or assets of any other Grantor other than the Borrower shall be sold pursuant to any Security Collateral Document to satisfy any Obligation and as a result of a sale of assets by such other Guarantor or Grantor (the “Claiming Party”) Subsidiary Party that shall not have been fully indemnified by the Borrower as provided in Section 6.01, such Contributing the right of contribution of each Subsidiary Party against each other Subsidiary Party shall indemnify be determined as provided in the Claiming immediately succeeding sentence, with the right of contribution of each Subsidiary Party to be revised and restated as of each date on which a payment (a “Relevant Payment”) is made on the Secured Obligations under this Agreement and not indemnified pursuant to Section 6.01. At any time that a Relevant Payment is made by a Subsidiary Party that results in the aggregate payments made by such Subsidiary Party in respect of the Secured Obligations to and including the date of the Relevant Payment exceeding such Subsidiary Party’s Contribution Percentage (as defined below) of the aggregate payments made by all Subsidiary Parties in respect of the Secured Obligations to and including the date of the Relevant Payment (such excess, the “Aggregate Excess Amount”), each such Subsidiary Party shall have a right of contribution against each other Subsidiary Party who has made payments in respect of the Secured Obligations to and including the date of the Relevant Payment in an aggregate amount less than such other Subsidiary Party’s Contribution Percentage of the aggregate payments made to and including the date of the Relevant Payment by all Subsidiary Parties in respect of the Secured Obligations (the aggregate amount of such deficit, the “Aggregate Deficit Amount”) in an amount equal to (x) a fraction the amount numerator of which is the Aggregate Excess Amount of such payment or Subsidiary Party and the denominator of which is the Aggregate Excess Amount of all Subsidiary Parties multiplied by (y) the Aggregate Deficit Amount of such other Subsidiary Party. A Subsidiary Party’s right of contribution pursuant to the preceding sentences shall arise at the time of each computation, subject to adjustment to the time of each computation; provided that the contribution rights of such Subsidiary Party shall be subject to Section 6.03. As used in this Section 6.02: (i) each Subsidiary Party’s “Contribution Percentage” shall mean the percentage obtained by dividing (x) the Adjusted Net Worth (as defined below) of such Subsidiary Party by (y) the aggregate Adjusted Net Worth of all Subsidiary Parties; (ii) the “Adjusted Net Worth” of each Subsidiary Party shall mean the greater of (x) the book value or Net Worth (as defined below) of such Subsidiary Party and (y) zero; and (iii) the “Net Worth” of each Subsidiary Party shall mean the amount by which the fair market saleable value of such Subsidiary Party’s assets (the “Indemnified Amount”), as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Party on the Effective Date and the denominator shall be the aggregate net worth of all the Contributing Parties on the Effective Date (or, in the case date of any Contributing Relevant Payment exceeds its existing debts and other liabilities (including contingent liabilities, but without giving effect to any Guaranteed Obligations arising under the Guaranty or any guaranteed obligations arising under any guaranty of any Junior Financing or any Permitted Refinancing 95959845_3 thereof) on such date. Notwithstanding anything to the contrary contained above, any Subsidiary Party becoming a party hereto that is released from this Agreement pursuant to Section 7.127.13 hereof shall thereafter have no contribution obligations, the date of the supplement hereto executed and delivered by such Contributing Party). Any Contributing Party making any payment to a Claiming Party or rights, pursuant to this Section 6.02 6.02, and at the time of any such release, if the released Subsidiary Party had an Aggregate Excess Amount or an Aggregate Deficit Amount, same shall be deemed reduced to $0, and the contribution rights and obligations of the remaining Subsidiary Parties shall be recalculated on the respective date of release (subject to Section 6.03as otherwise provided above) be subrogated to based on the payments made hereunder by the remaining Subsidiary Parties. Each of the Subsidiary Parties recognizes and acknowledges that the rights to contribution arising hereunder shall constitute an asset in favor of the party entitled to such Claiming contribution. In this context, each Subsidiary Party under Section 6.01 has the right to the extent of such payment. Notwithstanding the foregoing, waive its contribution right against any other Subsidiary Party to the extent that any Claiming Party’s right after giving effect to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligationssuch waiver such Subsidiary Party would remain solvent, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification determination of the entire Indemnified AmountRequired Lenders.

Contribution and Subrogation. Each The Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called in this capacity, a “Contributing PartyGuarantor”) agrees (subject to Section 6.03‎6.3) that, in the event a payment shall be made by any other Guarantor other than the Borrower hereunder Other Loan Party in its capacity as a guarantor in respect of any Obligation, or assets of any Other Loan Party in its capacity as a guarantor in respect of any Obligation or assets of any other Grantor other than the Borrower shall be sold pursuant to any Security Loan Document to satisfy any Obligation owed to any Secured Party, and such other Guarantor or Grantor Other Loan Party in its capacity as a guarantor in respect of any Obligation (the “Claiming PartyGuarantor”) shall not have been fully indemnified by the Borrower Borrowers as provided in Section 6.018.1 of the Term Loan Security Agreement, such the Contributing Party Guarantor shall indemnify the Claiming Party Guarantor in an amount equal to (i) the amount of such payment or (ii) the greater of the book value or the fair market value of such assets assets, as the case may be (the “Indemnified Amount”), as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor as of the date of the payment of such Contributing Party on the Effective Date Obligation and the denominator shall be the aggregate net worth of all the Contributing Loan Parties on the Effective Date (or, serving as guarantors in the case respect of any Contributing Party becoming a party hereto pursuant to Section 7.12, Obligation as of the date of the supplement hereto executed and delivered by payment of such Obligation. The Contributing Party). Any Contributing Party Guarantor making any payment to a Claiming Party Guarantor pursuant to this Section 6.02 ‎6.2 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party Parent Guarantee Agreement by Kosmos Energy Ltd. in favor of CLMG Corp., dated as of September 30, 2020 Guarantor under Section 6.01 8.1 of the Term Loan Security Agreement to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s Guarantor right to indemnification hereunder arises from a payment or sale of Collateral assets made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom if such Specified Swap Obligations do not constitute Excluded Swap Obligations for the Contributing Guarantor, shall indemnify such Claiming Party, Guarantor with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each US Guarantor and Grantor US Facilities Grantor, other than the Borrower Company, that has guaranteed, or granted Liens to secure, the Obligations of any Class under this Agreement or any Other Security Document (each such Guarantor or Grantor being called a “"Contributing Party”") agrees (subject to Section 6.037.03) that, in the event a payment shall be made by any other US Guarantor (other than the Borrower Company) hereunder in respect of any Obligation Obligations of such Class or assets of any other US Facilities Grantor (other than the Borrower Company) shall be sold pursuant to any Security Document to satisfy any Obligation Obligations of such Class and such other US Guarantor or US Facilities Grantor (the “"Claiming Party”") shall not have been fully indemnified by the applicable Borrower as provided in Section 6.017.01, such the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”)assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Party on the Effective Date and the denominator shall be the aggregate net worth of all the Contributing Parties US Guarantors and US Facilities Grantors, other than the Company, that have guaranteed or granted Liens to secure the Obligations of such Class. For the purposes of the previous sentence, the net worth of each Guarantor and Grantor shall be determined on the Effective Date (or, in the case of any Contributing Party US Guarantor or US Facilities Grantor becoming a party hereto pursuant to Section 7.12US Guarantor or US Facilities Grantor after the date hereof, the date of the supplement hereto executed and delivered by on which such Contributing PartyUS Guarantor or US Facilities Grantor shall have become a US Guarantor or US Facilities Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party under Section 6.01 7.01 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. In addition to all rights of indemnity and subrogation a Guarantor may have under applicable law (but subject to Section 4.3), the Borrower agrees that (a) in the event a payment in respect of any Guaranteed Obligation shall be made by any Guarantor hereunder, the Borrower shall indemnify such Guarantor for the full amount of such payment, and such Guarantor shall be subrogated to the rights of the Person to whom such payments shall have been made to the extent of such payment, and (b) in the event that any assets of any Guarantor shall be sold pursuant to any Loan Document to satisfy any claim of any Guaranteed Party, the Borrower shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing PartyGuarantor”) agrees (subject to Section 6.03this paragraph) that, in the event a payment shall be made by any other Guarantor other than the Borrower hereunder in respect of any Obligation Guaranteed Obligations or assets of any other Grantor other than the Borrower Guarantor shall be sold pursuant to any Security Loan Document to satisfy a claim of any Obligation Guaranteed Party and such other Guarantor or Grantor (the “Claiming PartyGuarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6.01this paragraph, such the Contributing Party Guarantor shall indemnify the Claiming Party Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”)assets, as the case may beapplicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Party Guarantor on the Effective Date date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 9.1, the date of the Subsidiary Joinder Agreement executed and delivered by such Guarantor) and the denominator shall be the aggregate net worth of all the Contributing Parties Guarantors on the Effective Date date hereof (or, in the case of any Contributing Party becoming Person that becomes a party hereto pursuant to Section 7.12Guarantor after the date hereof, the date of the supplement hereto Subsidiary Joinder Agreement executed and delivered by such Contributing PartyPerson). Any Contributing Party Guarantor making any payment to a Claiming Party Guarantor pursuant to this Section 6.02 paragraph shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party Guarantor under Section 6.01 this paragraph to the extent of such payment. Notwithstanding the foregoing, any provision of this paragraph to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment contrary, all rights of its Guarantors under this paragraph and all other rights of indemnity, contribution or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations subrogation under applicable law or otherwise shall indemnify such Claiming Party, with be fully subordinated as provided in Section 4.3. No failure on the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification part of the entire Indemnified AmountBorrower or any Guarantor to make the payments required by this Section (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Guarantor with respect to its obligations under this paragraph, and each Guarantor shall remain liable for the full amount of the obligations of such Guarantor under this paragraph.

Contribution and Subrogation. Each Subsidiary Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing Party”) agrees (subject to Section 6.033) that, that in the event a payment shall be made by any other Subsidiary Guarantor other than under the Borrower hereunder in respect of any Obligation Guarantee Agreement or assets of any other Grantor other than the Borrower Subsidiary Guarantor shall be sold pursuant to any Security Document applicable security agreement or similar instrument or agreement to satisfy a claim of any Obligation Secured Party, and such other Subsidiary Guarantor or Grantor (the “Claiming PartySubsidiary Guarantor”) shall not have been fully indemnified by GrafTech or the Borrower as provided in Section 6.011, such each other Subsidiary Guarantor (a “Contributing Party Subsidiary Guarantor”) shall indemnify the Claiming Party Subsidiary Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”)assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Party Subsidiary Guarantor on the Effective Date date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties Subsidiary Guarantors on the Effective Date date hereof (or, in the case of any Contributing Party Subsidiary Guarantor becoming a party hereto pursuant to Section 7.1216, the date of the supplement Supplement hereto executed and delivered by such Contributing PartySubsidiary Guarantor). Any Contributing Party Subsidiary Guarantor making any payment to a Claiming Party Subsidiary Guarantor pursuant to this Section 6.02 2 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party Subsidiary Guarantor under Section 6.01 1 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor Grantor (other than, in the case of any payment referred to in this sentence in respect of any Obligation of either Borrower or Grantor any Subsidiary Loan Party, such Borrower or such Subsidiary Loan Party, as applicable) being called a “Contributing Party”) agrees (subject to Section 6.035.03) that, in the event a payment shall be made by any other Guarantor other than the Borrower hereunder in respect of any Obligation or assets of any other Grantor other than the Borrower shall be sold pursuant to any Security Document to satisfy any Obligation (other than any assets of either Borrower or of any Subsidiary Loan Party sold to satisfy its own Obligations) and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the applicable Borrower or the applicable Subsidiary Loan Party, as applicable, as provided in Section 6.015.01, such Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”), as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Party on the Effective Closing Date and the denominator shall be the aggregate net worth of all the Contributing Parties on the Effective Closing Date (or, in the case of any Contributing Party becoming a party hereto pursuant to Section 7.126.12, the date of the supplement hereto executed and delivered by such Contributing Party). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 5.02 shall (subject to Section 6.035.03) be subrogated to the rights of such Claiming Party under Section 6.01 5.01 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Subsidiary Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing PartyGuarantor”) agrees (subject to Section 6.036(c)) that, in the event a payment shall be made by any other Subsidiary Guarantor other than the Borrower hereunder in respect of any Guaranteed Obligation or assets of any other Grantor other than the Borrower Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party and such other Subsidiary Guarantor or Grantor (the “Claiming PartyGuarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6.016(a) hereof, such the Contributing Party Guarantor shall indemnify the Claiming Party Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”)assets, as the case may beapplicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Party Guarantor on the Effective Date date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties Subsidiary Guarantors on the Effective Date date hereof (or, in the case of any Contributing Party Subsidiary Guarantor becoming a party hereto pursuant to Section 7.125.10 of the First Lien Credit Agreement, the date of the supplement hereto executed and delivered by such Contributing PartySubsidiary Guarantor). Any Contributing Party Guarantor making any payment to a Claiming Party Guarantor pursuant to this Section 6.02 6(b) shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party Guarantor under Section 6.01 6(a) hereof to the extent of such payment. Notwithstanding The provisions of this Section 6(b) shall in no respect limit the foregoing, obligations and liabilities of any Subsidiary Guarantor to the extent that any Claiming Party’s right Administrative Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing the Administrative Agent and the other Secured Parties for whom the full amount guaranteed by such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified AmountSubsidiary Guarantor hereunder.

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing Party”) agrees (subject to Section 6.03) that, in the event At any time a payment shall be made by any other Guarantor other than the Borrower hereunder Subsidiary Party in respect of any Obligation or assets of any other Grantor other than the Borrower shall be sold pursuant to any Security Document to satisfy any Obligation and such other Guarantor or Grantor (the “Claiming Party”) Guaranteed Obligations is made under this Agreement that shall not have been fully indemnified by the Borrower as provided in Section 6.013.01, such Contributing the right of contribution of each Subsidiary Party against each other Subsidiary Party shall indemnify be determined as provided in the Claiming immediately succeeding sentence, with the right of contribution of each Subsidiary Party to be revised and restated as of each date on which an unreimbursed payment (a “Relevant Payment”) is made on the Guaranteed Obligations under this Agreement. At any time that a Relevant Payment is made by a Subsidiary Party that results in the aggregate payments made by such Subsidiary Party in respect of the Guaranteed Obligations to and including the date of the Relevant Payment exceeding such Subsidiary Party’s Contribution Percentage (as defined below) of the aggregate payments made by all Subsidiary Parties in respect of the Guaranteed Obligations to and including the date of the Relevant Payment (such excess, the “Aggregate Excess Amount”), each such Subsidiary Party shall have a right of contribution against each other Subsidiary Party who has made payments in respect of the Guaranteed Obligations to and including the date of the Relevant Payment in an aggregate amount less than such other Subsidiary Party’s Contribution Percentage of the aggregate payments made to and including the date of the Relevant Payment by all Subsidiary Parties in respect of the Guaranteed Obligations (the aggregate amount of such deficit, the “Aggregate Deficit Amount”) in an amount equal to (x) a fraction the amount numerator of which is the Aggregate Excess Amount of such payment or Subsidiary Party and the denominator of which is the Aggregate Excess Amount of all Subsidiary Parties multiplied by (y) the Aggregate Deficit Amount of such other Subsidiary Party. A Subsidiary Party’s right of contribution pursuant to the preceding sentences shall arise at the time of each computation, subject to adjustment to the time of each computation; provided that all contribution rights of such Subsidiary Party shall be subject to Section 3.03. As used in this Section 3.02: (i) each Subsidiary Party’s “Contribution Percentage” shall mean the percentage obtained by dividing (x) the Adjusted Net Worth (as defined below) of such Subsidiary Party by (y) the aggregate Adjusted Net Worth of all Subsidiary Parties; (ii) the “Adjusted Net Worth” of each Subsidiary Party shall mean the greater of (x) the book value or Net Worth (as defined below) of such Subsidiary Party and (y) zero; and (iii) the “Net Worth” of each Subsidiary Party shall mean the amount by which the fair market saleable value of such Subsidiary Party’s assets (the “Indemnified Amount”), as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Party on the Effective Date and the denominator shall be the aggregate net worth of all the Contributing Parties on the Effective Date (or, in the case date of any Contributing Relevant Payment exceeds its existing debts and other liabilities (including contingent liabilities, but without giving effect to any Guaranteed Obligations arising under this Agreement or any guaranteed obligations arising under any guaranteeguaranty of any Junior Financing) on such date. Notwithstanding anything to the contrary contained above, any Subsidiary Party becoming a party hereto that is released from this Agreement pursuant to Section 7.124.13 hereof shall thereafter have no contribution obligations, the date of the supplement hereto executed and delivered by such Contributing Party). Any Contributing Party making any payment to a Claiming Party or rights, pursuant to this Section 6.02 3.02, and at the time of any such release, if the released Subsidiary Party had an Aggregate Excess Amount or an Aggregate Deficit Amount, same shall be deemed reduced to $0, and the contribution rights and obligations of the remaining Subsidiary Parties shall be recalculated on the respective date of release (subject to Section 6.03as otherwise provided above) be subrogated to based on the payments made hereunder by the remaining Subsidiary Parties. Each of the Subsidiary Parties recognizes and acknowledges that the rights to contribution arising hereunder shall constitute an asset in favor of the party entitled to such Claiming contribution. In this connection, each Subsidiary Party under Section 6.01 has the right to the extent of such payment. Notwithstanding the foregoing, waive its contribution right against any other Subsidiary Party to the extent that any Claiming Party’s right after giving effect to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligationssuch waiver such Subsidiary Party would remain solvent, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification determination of the entire Indemnified AmountRequired Lenders.

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor (other than, in the case of any payment referred to in this sentence in respect of any Obligation of such Guarantor, such Guarantor) being called a “Contributing Party”) agrees (subject to Section 6.033.03) that, in the event a payment shall be made by any other Guarantor other than the Borrower hereunder in respect of any Obligation or assets of any other Grantor (other than the Borrower shall be sold pursuant to any Security Document to satisfy such payment made by any Obligation Guarantor in respect of its own Obligations) and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower or the applicable Guarantor, as applicable, as provided in Section 6.013.01, such Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”), as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Party on the Effective Closing Date and the denominator shall be the aggregate net worth of all the Contributing Parties on the Effective Closing Date (or, in the case of any Contributing Party becoming a party hereto pursuant to Section 7.124.12, the date of the supplement hereto executed and delivered by such Contributing Party). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 3.02 shall (subject to Section 6.033.03) be subrogated to the rights of such Claiming Party under Section 6.01 3.01 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing PartyGuarantor”) agrees (subject to Section 6.033 below) that, in the event a payment shall be made by any other Guarantor other than under the Borrower hereunder in respect of any Obligation or assets of any other Grantor other than the Borrower shall be sold pursuant to any Security Document to satisfy any Obligation AI Guaranty Agreement and such other Guarantor or Grantor (the “Claiming PartyGuarantor”) shall not have been fully indemnified by the Borrower Company, as provided in Section 6.011 above, such each Contributing Party Guarantor shall indemnify the Claiming Party Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”), as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Party Guarantor on the Effective Date date hereof or on the date on which enforcement is being sought, whichever is greater, and the denominator shall be the aggregate net worth of all the Contributing Parties Guarantors on the Effective Date date hereof (or, in the case of any Contributing Party Guarantor becoming a party hereto pursuant to Section 7.1212 below, the date of the supplement Supplement hereto executed and delivered by such Contributing PartyGuarantor) or on the date on which enforcement is being sought, whichever is greater; provided that, notwithstanding the foregoing, any Guarantor that is a Foreign Subsidiary shall indemnify the Claiming Guarantor only to the extent that the Claiming Guarantor made a payment with respect to an obligation of a direct or indirect subsidiary of such Foreign Subsidiary (and such Foreign Subsidiary shall not have any liability whatsoever with respect to any payment made by a Claiming Guarantor which is either the Company or any Domestic Subsidiary). Any Contributing Party Guarantor making any payment to a Claiming Party Guarantor pursuant to this Section 6.02 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party Guarantor under Section 6.01 1 above to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing PartyGuarantor”) agrees (subject to Section 6.037(c)) that, in the event a payment shall be made by any other Guarantor other than the Borrower hereunder in respect of any Guaranteed Obligation or assets of any other Grantor other than the Borrower Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party and such other Guarantor or Grantor (the “Claiming PartyGuarantor”) shall not have been fully indemnified by the applicable Borrower as provided in Section 6.017(a) hereof, such the Contributing Party Guarantor shall indemnify the Claiming Party Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”)assets, as the case may beapplicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Party Guarantor on the Effective Date date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties Guarantors on the Effective Date date hereof (or, in the case of any Contributing Party Guarantor becoming a party hereto pursuant to Section 7.125.10 of the Credit Agreement, the date of the supplement hereto executed and delivered by such Contributing PartyGuarantor). Any Contributing Party Guarantor making any payment to a Claiming Party Guarantor pursuant to this Section 6.02 7(b) shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party Guarantor under Section 6.01 7(a) hereof to the extent of such payment. Notwithstanding The provisions of this Section 7(b) shall in no respect limit the foregoing, obligations and liabilities of any Guarantor to the extent that any Claiming Party’s right Collateral Agent and the other Secured Parties, and each Guarantor shall remain liable to indemnification hereunder arises from a payment or sale of the Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Agent and the other Secured Parties for whom the full amount guaranteed by such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified AmountGuarantor hereunder.

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “"Contributing Party”Guarantor") agrees (subject to Section 6.033) that, in the event a payment shall be made by any other Guarantor other than under the Borrower hereunder in respect of any Obligation Guarantee Agreement or assets of any other Grantor other than the Borrower Guarantor shall be sold pursuant to any Security Document to satisfy a claim of any Obligation Secured Party and such other Guarantor or Grantor (the “"Claiming Party”Guarantor") shall not have been fully indemnified by the Borrower as provided in Section 6.011, such the Contributing Party Guarantor shall indemnify the Claiming Party Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”)assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Party Guarantor on the Effective Date date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties Guarantors on the Effective Date date hereof (or, in the case of any Contributing Party Guarantor becoming a party hereto pursuant to Section 7.1212, the date of the supplement Supplement hereto executed and delivered by such Contributing PartyGuarantor). Any Contributing Party Guarantor making any payment to a Claiming Party Guarantor pursuant to this Section 6.02 2 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party Guarantor under Section 6.01 1 to the extent of such payment. Notwithstanding anything else herein, the foregoing, to obligations of Daniel Borislow hereunder will be limited the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale Collaterax xxxxxxx xxxxr the Pledged Agreement of even date herewith between Daniel Borislow and the Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified AmountAgent.

Contribution and Subrogation. Each Guarantor and Grantor (other than the Borrower Company) (each such Guarantor or Grantor being called a “Contributing Party”) agrees (subject to Section 6.03Sections 2.07 and 3.03) that, in the event a payment shall be made by any other Guarantor (other than the Borrower Company) hereunder in respect of any Secured Obligations (other than by the Dutch Borrower solely in respect of any Loan Document Obligation owed by it) or assets of any other Grantor Guarantor (other than the Borrower Company) shall be sold pursuant to any Security Document to satisfy any Secured Obligation (other than assets of the Dutch Borrower solely in respect of any Loan Document Obligation owed by the Dutch Borrower) and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the applicable Borrower and the Company as provided in Section 6.013.01, such each Contributing Party shall indemnify the each Claiming Party in an amount equal to the amount of such payment Exhibit G or the greater of the book value or and the fair market value of such assets (the “Indemnified Amount”), as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Party on the Effective Date date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties on the Effective Date date hereof (or, in the case of any Contributing Party becoming a party hereto pursuant to Section 7.125.13, the date of the supplement Supplement hereto executed and delivered by such Contributing Party). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 3.02 shall be (subject to Section 6.033.03) be subrogated to the rights of such Claiming Party under Section 6.01 3.01 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Secured Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing Party”) agrees (subject to Section 6.033.03) that, in the event a payment shall be made by any other Guarantor other than the Borrower hereunder in respect of any Obligation or assets of any other Grantor other than the Borrower shall be sold pursuant to any Security Document to satisfy any Obligation and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower Borrowers as provided in Section 6.013.01, such the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”), as the case may bepayment, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Party on the Effective Date date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party on the Effective Date date hereof (or, in the case of any Contributing Party Guarantor becoming a party hereto pursuant to Section 7.124.14, the date of the supplement Guarantee Supplement hereto executed and delivered by such Contributing PartyGuarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 3.02 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party under Section 6.01 to the extent of such payment. Notwithstanding Each Guarantor recognizes and acknowledges that the foregoingrights to contribution arising hereunder shall constitute an asset in favor of the party entitled to such contribution. In this connection, each Guarantor has the right to waive, to the fullest extent permitted by applicable law, its contribution right against any other Guarantor to the extent that any Claiming Party’s right after giving effect to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligationssuch waiver such Guarantor would remain solvent, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification determination of the entire Indemnified AmountRequired Lenders. The provisions of this Section 3.02 shall in no respect limit the obligations and liabilities of any Guarantor to the Administrative Agent and the Lenders (or if a Guarantor is subrogated to any right of the Administrative Agent or any Lender by operation of law, such Guarantor hereby waives such rights to the extent permitted by applicable law), and each Guarantor shall remain liable to the Administrative Agent and the Lenders up to the maximum liability of such Guarantor hereunder.

Contribution and Subrogation. Each Subsidiary Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “"Contributing Party”Subsidiary Guarantor") agrees (subject to Section 6.033) that, in the event a payment shall be made by any other Subsidiary Guarantor other than under the Borrower hereunder in respect of any Obligation Guarantee Agreement or assets of any other Grantor other than the Borrower Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy a claim of any Obligation Secured Party and such other Subsidiary Guarantor or Grantor (the “"Claiming Party”Subsidiary Guarantor") shall not have been fully indemnified by the Borrower as provided in Section 6.011, such the Contributing Party Subsidiary Guarantor shall indemnify the Claiming Party Subsidiary Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”)assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Party Subsidiary Guarantor on the Effective Date date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties Subsidiary Guarantors on the Effective Date date hereof (or, in the case of any Contributing Party Subsidiary Guarantor becoming a party hereto pursuant to Section 7.1212, the date of the supplement Supplement hereto executed and delivered by such Contributing PartySubsidiary Guarantor). Any Contributing Party Subsidiary Guarantor making any payment to a Claiming Party Subsidiary Guarantor pursuant to this Section 6.02 2 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party Subsidiary Guarantor under Section 6.01 1 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Guarantor and Grantor (other than the Borrower Borrower) (each such Guarantor or Grantor being called a “Contributing Party”) agrees (subject to Section 6.035.03) that, in the event a payment shall be made by any other Guarantor other than the Borrower hereunder in respect of any Obligation or assets of any other Grantor (other than the Borrower Borrower) shall be sold pursuant to any Security Collateral Document to satisfy any Obligation owed to any Secured Party, and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.015.01, such the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”), as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Party on the Effective Date date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party on the Effective Date date hereof (or, in the case of any Contributing Party Grantor becoming a party hereto pursuant to Section 7.126.12, the date of the supplement Security Agreement Supplement hereto executed and delivered by such Contributing PartyGrantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 5.02 shall (subject to Section 6.035.03) be subrogated to the rights of such Claiming Party under Section 6.01 5.01 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of up to the entire Indemnified Amount.

Contribution and Subrogation. Each Subsidiary Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “"Contributing Party”Guarantor") agrees (subject to Section 6.033) that, in the event a payment shall be made by any other Guarantor other than Subsidiary Guar- antor under the Borrower hereunder in respect of any Obligation Subsidiary Guarantee Agreement or assets of any other Grantor other than the Borrower Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy a claim of any Obligation and Secured Party, and, in either case, such other Subsidiary Guarantor or Grantor (the “"Claiming Party”Guarantor") shall not have been fully indemnified by the Borrower as provided in Section 6.011, such the Contributing Party Guarantor shall, to the extent the Claiming Guarantor shall not have been so indemnified by the Borrower, indemnify the Claiming Party Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”)assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Party Guarantor on the Effective Date date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 12, the date of the Supplement hereto executed and delivered by such Subsidiary Guarantor) and the denominator shall be the aggregate net worth of all the Contributing Parties Subsidiary Guarantors on the Effective Date date hereof (or, in the case of any Contributing Party Subsidiary Guarantor becoming a party hereto pursuant to Section 7.1212, the date of the supplement Supplement hereto executed and delivered by such Contributing PartySubsidiary Guarantor). Any Contributing Party Guarantor making any payment to a Claiming Party Guarantor pursuant to this Section 6.02 2 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party Guarantor under Section 6.01 1 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor Grantor (other than, in the case of any payment referred to in this sentence in respect of any Obligation of the Borrower or Grantor any Domestic Subsidiary Loan Party, the Borrower or such Domestic Subsidiary Loan Party, as applicable) being called a “Contributing Party”) agrees (subject to Section 6.035.03) that, in the event a payment shall be made by any other Guarantor other than the Borrower hereunder in respect of any Obligation or assets of any other Grantor other than the Borrower shall be sold pursuant to any Security Document to satisfy any Obligation (other than any assets of the Borrower or of any Domestic Subsidiary Loan Party sold to satisfy its own Obligations) and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower or the applicable Domestic Subsidiary Loan Party, as applicable, as provided in Section 6.015.01, such Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”), as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Party on the Effective Closing Date and the denominator shall be the aggregate net worth of all the Contributing Parties on the Effective Closing Date (or, in the case of any Contributing Party becoming a party hereto pursuant to Section 7.126.12, the date of the supplement hereto executed and delivered by such Contributing Party). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 5.02 shall (subject to Section 6.035.03) be subrogated to the rights of such Claiming Party under Section 6.01 5.01 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor (other than, in the case of any payment referred to in this sentence in respect of any Obligation of such Guarantor, such Guarantor) being called a “Contributing Party”) agrees (subject to Section 6.033.03) that, in the event a payment shall be made by any other Guarantor other than the Borrower hereunder in respect of any Obligation or assets of any other Grantor (other than the Borrower shall be sold pursuant to any Security Document to satisfy such payment made by any Obligation Guarantor in respect of its own Obligations) and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower Borrowers or the applicable Guarantor, as applicable, as provided in Section 6.013.01, such Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”), as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Party on the Effective Closing Date and the denominator shall be the aggregate net worth of all the Contributing Parties on the Effective Closing Date (or, in the case of any Contributing Party becoming a party hereto pursuant to Section 7.124.12, the date of the supplement hereto executed and delivered by such Contributing Party). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 3.02 shall (subject to Section 6.033.03) be subrogated to the rights of such Claiming Party under Section 6.01 3.01 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Subject to Section 2.07, each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing PartyGuarantor”) agrees (subject to Section 6.036.03 hereof) that, in the event a payment shall be made by any other Guarantor other than the Borrower hereunder in respect of any Secured Obligation or assets of any other Grantor other than the Borrower Guarantor shall be sold pursuant to any Security Document to satisfy any Secured Obligation owed to any Secured Party and such other Guarantor or Grantor (the “Claiming PartyGuarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6.016.01 hereof, such the Contributing Party Guarantor shall indemnify the Claiming Party Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”), as the case may beapplicable, in each case multiplied by a fraction of which the numerator shall will be the net worth of such Contributing Party Guarantor on the Effective Date date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties Guarantors on the Effective Date date hereof (or, in the case of any Contributing Party Guarantor becoming a party hereto pursuant to Section 7.127.16 hereof, the date of the supplement hereto executed and delivered by such Contributing PartyGuarantor). Any Contributing Party Guarantor making any payment to a Claiming Party Guarantor pursuant to this Section 6.02 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party Guarantor under Section 6.01 hereof to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming PartyGuarantor’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations any Secured Obligation constituting Specified Swap Obligations, only those Contributing Parties Guarantors for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming PartyGuarantor, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing PartyGuarantor”) agrees (subject to Section 6.038.3) that, in the event a payment shall be made by any other Guarantor other than the Borrower hereunder in respect of any Obligation Obligation, or assets of any other Grantor other than the Borrower Guarantor shall be sold pursuant to any Security Loan Document to satisfy any Obligation owed to any Secured Party, and such other Guarantor or Grantor (the “Claiming PartyGuarantor”) shall not have been fully indemnified by the Borrower relevant Borrower(s) as provided in Section 6.018.1, such the Contributing Party Guarantor shall indemnify the Claiming Party Guarantor in an amount equal to (i) the amount of such payment or (ii) the greater of the book value or the fair market value of such assets (the “Indemnified Amount”)assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Party Guarantor on the Effective Date date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties Guarantors on the Effective Date date hereof (or, in the case of any Contributing Party Guarantor becoming a party hereto pursuant to Section 7.129.14, the date of the supplement hereto executed and delivered by such Contributing PartyGuarantor). Any Contributing Party Guarantor making any payment to a Claiming Party Guarantor pursuant to this Section 6.02 8.2 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party Guarantor under Section 6.01 8.1 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral assets made to satisfy secured Obligations constituting Specified Swap Obligations, only those Contributing Parties Guarantors for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, claiming Party with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amountsentence.

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Canadian Obligation Contributing Party”) agrees (subject to Section 6.033.03) that, in the event a payment shall be made by any other Guarantor other than the Borrower hereunder in respect of any Obligation or assets of any other Grantor other than the Borrower shall be sold pursuant to any Security Document to satisfy any Canadian Secured Obligation and such other Guarantor or Grantor (the “Canadian Obligation Claiming Party”) shall not have been fully indemnified by the Borrower applicable Guarantor as provided in Section 6.013.01, such Canadian Obligation Contributing Party shall indemnify the Canadian Obligation Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”), as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such Canadian Obligation Contributing Party on the Effective Date date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 4.14, the date of the supplement hereto executed and delivered by such Guarantor) and the denominator shall be the aggregate net worth of all the Contributing Parties Guarantors on the Effective Date date hereof (or, in the case of any Contributing Party Guarantor becoming a party hereto pursuant to Section 7.124.14, the date of the supplement hereto executed and delivered by such Guarantor). Each U.S. Guarantor (a “U.S. Obligation Contributing Party”) agrees (subject to Section 3.03) that, in the event a payment shall be made by any other U.S. Guarantor hereunder in respect of any U.S. Secured Obligation and such other U.S. Guarantor (the “U.S. Obligation Claiming Party”) shall not have been fully indemnified by the applicable Guarantor as provided in Section 3.01, such U.S. Obligation Contributing Party shall indemnify the U.S. Obligation Claiming Party in an amount equal to the amount of such payment multiplied by a fraction of which the numerator shall be the net worth of such U.S. Obligation Contributing Party on the date hereof (or, in the case of any U.S. Guarantor becoming a party hereto pursuant to Section 4.14, the date of the supplement hereto executed and delivered by such U.S. Guarantor) and the denominator shall be the aggregate net worth of all the U.S. Guarantors on the date hereof (or, in the case of any U.S. Guarantor becoming a party hereto pursuant to Section 4.14, the date of the supplement hereto executed and delivered by such U.S. Guarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 3.02 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party under Section 6.01 3.01 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Secured Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amountindemnified amount.

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing Party”) agrees (subject to Section 6.03) that, in the event At any time a payment shall be made by any other Guarantor other than the Borrower hereunder Subsidiary Party in respect of any Obligation the Secured Obligations is made under this Agreement or assets of any other Grantor other than the Borrower shall be sold pursuant to any Security Collateral Document to satisfy any Obligation and as a result of a sale of assets by such other Guarantor or Grantor (the “Claiming Party”) Subsidiary Party that shall not have been fully indemnified by the Borrower as provided in Section 6.015.01, such Contributing the right of contribution of each Subsidiary Party against each other Subsidiary Party shall indemnify be determined as provided in the Claiming immediately succeeding sentence, with the right of contribution of each Subsidiary Party to be revised and restated as of each date on which a payment (a “Relevant Payment”) is made on the Secured Obligations under this Agreement and not indemnified pursuant to Section 5.01. At any time that a Relevant Payment is made by a Subsidiary Party that results in the aggregate payments made by such Subsidiary Party in respect of the Secured Obligations to and including the date of the Relevant Payment exceeding such Subsidiary Party’s Contribution Percentage (as defined below) of the aggregate payments made by all Subsidiary Parties in respect of the Secured Obligations to and including the date of the Relevant Payment (such excess, the “Aggregate Excess Amount”), each such Subsidiary Party shall have a right of contribution against each other Subsidiary Party who has made payments in respect of the Secured Obligations to and including the date of the Relevant Payment in an aggregate amount less than such other Subsidiary Party’s Contribution Percentage of the aggregate payments made to and including the date of the Relevant Payment by all Subsidiary Parties in respect of the Secured Obligations (the aggregate amount of such deficit, the “Aggregate Deficit Amount”) in an amount equal to (x) a fraction the amount numerator of which is the Aggregate Excess Amount of such payment or Subsidiary Party and the denominator of which is the Aggregate Excess Amount of all Subsidiary Parties multiplied by (y) the Aggregate Deficit Amount of such other Subsidiary Party. A Subsidiary Party’s right of contribution pursuant to the preceding sentences shall arise at the time of each computation, subject to adjustment to the time of each computation; provided that the contribution rights of such Subsidiary Party shall be subject to Section 5.03. As used in this Section 5.02: (i) each Subsidiary Party’s “Contribution Percentage” shall mean the percentage obtained by dividing (x) the Adjusted Net Worth (as defined below) of such Subsidiary Party by (y) the aggregate Adjusted Net Worth of all Subsidiary Parties; (ii) the “Adjusted Net Worth” of each Subsidiary Party shall mean the greater of (x) the book value or Net Worth (as defined below) of such Subsidiary Party and (y) zero; and (iii) the “Net Worth” of each Subsidiary Party shall mean the amount by which the fair market saleable value of such Subsidiary Party’s assets (the “Indemnified Amount”), as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Party on the Effective Date and the denominator shall be the aggregate net worth of all the Contributing Parties on the Effective Date (or, in the case date of any Contributing Relevant Payment exceeds its existing debts and other liabilities (including contingent liabilities, but without giving effect to any Guaranteed Obligations arising under the Subsidiary Guaranty or any guaranteed obligations arising under any guaranty of the Senior Subordinated Notes or any Permitted Refinancing thereof) on such date. Notwithstanding anything to the contrary contained above, any Subsidiary Party becoming a party hereto that is released from this Agreement pursuant to Section 7.126.13 hereof shall thereafter have no contribution obligations, the date of the supplement hereto executed and delivered by such Contributing Party). Any Contributing Party making any payment to a Claiming Party or rights, pursuant to this Section 6.02 3.02, and at the time of any such release, if the released Subsidiary Party had an Aggregate Excess Amount or an Aggregate Deficit Amount, same shall be deemed reduced to $0, and the contribution rights and obligations of the remaining Subsidiary Parties shall be recalculated on the respective date of release (subject to Section 6.03as otherwise provided above) be subrogated to based on the payments made hereunder by the remaining Subsidiary Parties. Each of the Subsidiary Parties recognizes and acknowledges that the rights to contribution arising hereunder shall constitute an asset in favor of the party entitled to such Claiming contribution. In this connection, each Subsidiary Party under Section 6.01 has the right to the extent of such payment. Notwithstanding the foregoing, waive its contribution right against any other Subsidiary Party to the extent that any Claiming Party’s right after giving effect to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligationssuch waiver such Subsidiary Party would remain solvent, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification determination of the entire Indemnified AmountRequired Lenders.

Contribution and Subrogation. Each Subsidiary Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “"Contributing Party”Guarantor") agrees (subject to Section 6.033) that, in the event a payment shall be made by any other Subsidiary Guarantor other than under the Borrower hereunder in respect of any Obligation Subsidiary Guarantee Agreement or assets of any other Grantor other than the Borrower Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy a claim of any Obligation and Secured Party, and, in either case, such other Subsidiary Guarantor or Grantor (the “"Claiming Party”Guarantor") shall not have been fully indemnified by the Borrower Parents as provided in Section 6.011, such the Contributing Party Guarantor shall, to the extent the Claiming Guarantor shall not have been so indemnified by the Parents, indemnify the Claiming Party Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”)assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Party Guarantor on the Effective Date date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 12, the date of the Supplement hereto executed and delivered by such Subsidiary Guarantor) and the denominator shall be the aggregate net worth of all the Contributing Parties Subsidiary Guarantors on the Effective Date date hereof (or, in the case of any Contributing Party Subsidiary Guarantor becoming a party hereto pursuant to Section 7.1212, the date of the supplement Supplement hereto executed and delivered by such Contributing PartySubsidiary Guarantor). Any Contributing Party Guarantor making any payment to a Claiming Party Guarantor pursuant to this Section 6.02 2 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party Guarantor under Section 6.01 1 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Subsidiary Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing PartySubsidiary Guarantor”) agrees (subject to Section 6.033) that, in the event a payment shall be made by any other Subsidiary Guarantor other than under the Borrower hereunder in respect of any Obligation Senior Subsidiary Guarantee Agreement or assets of any other Grantor other than the Borrower Subsidiary Guarantor shall be sold pursuant to any Security Senior Collateral Document to satisfy a claim of any Obligation Senior Secured Party and such other Subsidiary Guarantor or Grantor (the “Claiming PartySubsidiary Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6.011, such the Contributing Party Subsidiary Guarantor shall indemnify the Claiming Party Subsidiary Guarantor in an amount equal to the amount of such payment or the greater of the book value or and the fair market value of such assets (the “Indemnified Amount”)assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Subsidiary Guarantor on May 28, 2003 (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 12 after such Contributing Party on date, the Effective Date date of the Supplement hereto executed and delivery by such Subsidiary Guarantor) and the denominator shall be the aggregate net worth of all the Contributing Parties Subsidiary Guarantors on the Effective Date May 28, 2003 (or, in the case of any Contributing Party Subsidiary Guarantor becoming a party hereto pursuant to Section 7.1212 after such date, the date of the supplement Supplement hereto executed and delivered by such Contributing PartySubsidiary Guarantor). Any Contributing Party Subsidiary Guarantor making any payment to a Claiming Party Subsidiary Guarantor pursuant to this Section 6.02 2 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party Subsidiary Guarantor under Section 6.01 1 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Subsidiary Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing Party”) agrees (subject to Section 6.033) that, that in the event a payment shall be made by any other Subsidiary Guarantor other than under the Borrower hereunder in respect of any Obligation Guarantee Agreement or assets of any other Grantor other than the Borrower Subsidiary Guarantor shall be sold pursuant to any Security Document applicable security agreement or similar instrument or agreement to satisfy a claim of any Obligation Secured Party, and such other Subsidiary Guarantor or Grantor (the “Claiming Party”"CLAIMING SUBSIDIARY GUARANTOR") shall not have been fully indemnified by UCAR or the Borrower as provided in Section 6.011, such Contributing Party each other Subsidiary Guarantor (a "CONTRIBUTING SUBSIDIARY GUARANTOR") shall indemnify the Claiming Party Subsidiary Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”)assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Party Subsidiary Guarantor on the Effective Date date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties Subsidiary Guarantors on the Effective Date date hereof (or, in the case of any Contributing Party Subsidiary Guarantor becoming a party hereto pursuant to Section 7.1216, the date of the supplement Supplement hereto executed and delivered by such Contributing PartySubsidiary Guarantor). Any Contributing Party Subsidiary Guarantor making any payment to a Claiming Party Subsidiary Guarantor pursuant to this Section 6.02 2 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party Subsidiary Guarantor under Section 6.01 1 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing PartyGuarantor”) agrees (subject to Section 6.038.3) that, in the event a payment shall be made by any other Guarantor other than the Borrower hereunder in respect of any Obligation Obligation, or assets of any other Grantor other than the Borrower Guarantor shall be sold pursuant to any Security Loan Document to satisfy any Obligation owed to any Secured Party, and such other Guarantor or Grantor (the “Claiming PartyGuarantor”) shall not have been fully indemnified by the Borrower relevant Borrower(s) as provided in Section 6.018.1, such the Contributing Party Guarantor shall indemnify the Claiming Party Guarantor in an amount equal to (i) the amount of such payment or (ii) the greater of the book value or the fair market value of such assets (the “Indemnified Amount”)assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Party Guarantor on the Effective Date date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties Guarantors on the Effective Date date hereof (or, in the case of any Contributing Party Guarantor becoming a party hereto pursuant to Section 7.129.14 hereof, the date of the supplement hereto executed and delivered by such Contributing PartyGuarantor). Any Contributing Party Guarantor making any payment to a Claiming Party Guarantor pursuant to this Section 6.02 8.2 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party Guarantor under Section 6.01 8.1 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral assets made to satisfy secured Obligations (i) of a U.S. Borrower, no Guarantor described in clause (d) or (f) of the definition of Excluded Subsidiary shall indemnify such claiming Party and no assets that constitute Excluded Assets described in clause (8) of such defined term shall be applied to satisfy such indemnification claim, and (ii) constituting Specified Swap Obligations, only those Contributing Parties Guarantors for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, claiming Party with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amountsentence.

Contribution and Subrogation. Each Subsidiary Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing PartySubsidiary Guarantor”) agrees (subject to Section 6.031.06 above) that, in the event a payment shall be made by any other Subsidiary Guarantor other than the Borrower hereunder in respect of any Obligation under this Agreement or assets of any other Grantor other than the Borrower Subsidiary Guarantor shall be sold pursuant to any Security Collateral Document to satisfy a claim of any Obligation Finance Party and such other Subsidiary Guarantor or Grantor (the “Claiming PartySubsidiary Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6.012.01, such the Contributing Party Subsidiary Guarantor shall indemnify the Claiming Party Subsidiary Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”)assets, as the case may be, in each case multiplied by a fraction the numerator of which the numerator shall be the net worth of such the Contributing Party Subsidiary Guarantor on the Effective Date date that the obligation(s) supporting such claim were incurred under this Agreement and the denominator of which shall be the aggregate net worth of all the Contributing Parties Subsidiary Guarantors on the Effective Date such date (or, in the case of any Contributing Party Subsidiary Guarantor becoming a party hereto pursuant to Section 7.125.11, the date of the supplement hereto Accession Agreement executed and delivered by such Contributing PartySubsidiary Guarantor). Any Contributing Party Subsidiary Guarantor making any payment to a Claiming Party Subsidiary Guarantor pursuant to this Section 6.02 2.02 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party Subsidiary Guarantor under Section 6.01 2.01 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing Party”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor other than the Borrower hereunder in respect of any Obligation or assets of any other Grantor other than the Borrower shall be sold pursuant to any Security Document to satisfy any Obligation and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.01, such Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”), as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Party on the Effective Date date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties on the Effective Date date hereof (or, in the case of any Contributing Party becoming a party hereto pursuant to Section 7.12, the date of the supplement hereto executed and delivered by such Contributing Party). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party under Section 6.01 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Subsidiary Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing PartyGuarantor”) agrees (subject to Section 6.036(c)) that, in the event a payment shall be made by any other Subsidiary Guarantor other than the Borrower hereunder in respect of any Guaranteed Obligation or assets of any other Grantor other than the Borrower Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party and such other Subsidiary Guarantor or Grantor (the “Claiming PartyGuarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6.016(a) hereof, such the Contributing Party Guarantor shall indemnify the Claiming Party Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”)assets, as the case may beapplicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Party Guarantor on the Effective Date date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties Subsidiary Guarantors on the Effective Date date hereof (or, in the case of any Contributing Party Subsidiary Guarantor becoming a party hereto pursuant to Section 7.125.11 of the First Lien Credit Agreement, the date of the supplement hereto executed and delivered by such Contributing PartySubsidiary Guarantor). Any Contributing Party Guarantor making any payment to a Claiming Party Guarantor pursuant to this Section 6.02 6(b) shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party Guarantor under Section 6.01 6(a) hereof to the extent of such payment. Notwithstanding The provisions of this Section 6(b) shall in no respect limit the foregoing, obligations and liabilities of any Subsidiary Guarantor to the extent that any Claiming Party’s right Collateral Agent and the other Secured Parties, and each Subsidiary Guarantor shall remain liable to indemnification hereunder arises from a payment or sale of the Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Agent and the other Secured Parties for whom the full amount guaranteed by such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified AmountSubsidiary Guarantor hereunder.

Contribution and Subrogation. Each Subsidiary Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing PartySubsidiary Guarantor”) agrees (subject to Section 6.033) that, in the event a payment shall be made by any other Subsidiary Guarantor other than under the Borrower hereunder in respect of any Obligation Second Priority Subsidiary Guarantee Agreement or assets of any other Grantor other than the Borrower Subsidiary Guarantor shall be sold pursuant to any Security Second Priority Collateral Document to satisfy a claim of any Obligation Second Priority Debt Party, and such other Subsidiary Guarantor or Grantor (the “Claiming PartySubsidiary Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6.011, such the Contributing Party Subsidiary Guarantor shall indemnify the Claiming Party Subsidiary Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”)assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Subsidiary Guarantor on May 28, 2003 (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 12 after such Contributing Party on date, the Effective Date date of the Supplement hereto executed and delivery by such Subsidiary Guarantor) and the denominator shall be the aggregate net worth of all the Contributing Parties Subsidiary Guarantors on the Effective Date May 28, 2003 (or, in the case of any Contributing Party Subsidiary Guarantor becoming a party hereto pursuant to Section 7.1212 after such date, the date of the supplement Supplement hereto executed and delivered by such Contributing PartySubsidiary Guarantor). Any Contributing Party Subsidiary Guarantor making any payment to a Claiming Party Subsidiary Guarantor pursuant to this Section 6.02 2 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party Subsidiary Guarantor under Section 6.01 1 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Pledgor and Guarantor (a "Contributing Pledgor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing Party”Guarantor") agrees (subject to Section 6.033) that, in the event a payment shall be made by any other Pledgor and Guarantor other than under the Borrower hereunder in respect of any Obligation Guarantee Agreement or assets of any other Grantor other than the Borrower Pledgor and Guarantor shall be sold pursuant to any Security Document to satisfy a claim of any Obligation Secured Party and such other Pledgor and Guarantor or Grantor (the “"Claiming Party”Pledgor and Guarantor") shall not have been fully indemnified by the Borrower Issuer as provided in Section 6.011, such the Contributing Party Pledgor and Guarantor shall indemnify the Claiming Party Pledgor and Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”)assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Party Pledgor and Guarantor on the Effective Date date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties Pledgors and Guarantors on the Effective Date date hereof (or, in the case of any Contributing Party Pledgor and Guarantor becoming a party hereto pursuant to Section 7.1212, the date of the supplement Supplement hereto executed and delivered by such Contributing PartyPledgor and Guarantor). Any Contributing Party Pledgor and Guarantor making any payment to a Claiming Party Pledgor and Guarantor pursuant to this Section 6.02 2 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party Pledgor and Guarantor under Section 6.01 1 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing Party”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor other than the Borrower hereunder in respect of any Obligation or assets of any other Guarantor or Grantor (other than the Borrower Company) shall be sold pursuant to this Agreement, the Pledge Agreement or any other Security Document to satisfy any Obligation or Shared Pledge Obligation and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower Company as provided in Section 6.01, such the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”), as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Party on the Effective Date (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 8.13 or to the Pledge Agreement pursuant to Section 5.13 thereof, the date of the supplement hereto or to the Pledge Agreement, as the case may be, executed and delivered by such Guarantor or Grantor) and the denominator shall be the aggregate net worth of all the Contributing Parties Guarantors and Grantors on the Effective Date (or, in the case of any Contributing Party Guarantor or Grantor becoming a party hereto pursuant to Section 7.128.13 or to the Pledge Agreement pursuant to Section 5.13 thereof, the date of the supplement hereto executed and delivered by such Contributing Partyother date). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party under Section 6.01 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called each, a “Contributing Party”) agrees (subject to Section 6.033.03) that, in the event a payment shall be made by any other Guarantor other than the Borrower hereunder in respect of any Obligation or assets of any other Grantor other than the Borrower shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.013.01, such the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”), as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth amount of such Combined EBITDA allocable to the Contributing Party on for the Effective Date and four-fiscal quarter period most recently ended prior to the denominator shall be the aggregate net worth of all the Contributing Parties on the Second Restatement Effective Date (or, in the case of any Contributing Party Guarantor becoming a party hereto pursuant to Section 7.124.14, the four-fiscal quarter period most recently ended prior to the date of the supplement Guarantor Supplement hereto executed and delivered by such Contributing PartyGuarantor) and the denominator shall be the aggregate amount of Combined EBITDA allocable to each of the Guarantors for the four-fiscal quarter period most recently ended prior the Second Restatement Effective Date (or, in the case of any Guarantor becoming a party hereto pursuant to Section 4.14, the four-fiscal quarter period most recently ended prior date of the Guarantor Supplement hereto executed and delivered by such Guarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 3.02 shall (subject to Section 6.033.03) be subrogated to the rights of such Claiming Party under Section 6.01 3.01 to the extent of such payment. Notwithstanding Anything herein or in any other Loan Document to the foregoingcontrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents (after giving effect to the contribution arrangements established hereunder) shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors (the “Maximum Liability”). This Section with respect to Maximum Liability of each Guarantor is intended solely to preserve the rights of the Guaranteed Parties to the maximum extent not subject to avoidance under applicable law, and no Guarantor nor any other Person or entity shall have any right or claim under this Section with respect to Maximum Liability, except to the extent necessary so that the obligations of any Claiming Party’s right Guarantor hereunder shall not be rendered voidable under applicable law. Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to indemnification hereunder arises from a payment time exceed the Maximum Liability of each Guarantor without impairing this Guarantee or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with affecting the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification rights and remedies of the entire Indemnified AmountGuaranteed Parties hereunder.

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing Party”) agrees (subject to Section 6.033.03) that, in the event a payment shall be made by any other Guarantor other than the Borrower hereunder in respect of any Obligation or assets of any other Grantor other than the Borrower shall be sold pursuant to any Security Document to satisfy any Obligation and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.013.01, such the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”), as the case may bepayment, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Party on the Effective Date date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party on the Effective Date date hereof (or, in the case of any Contributing Party Guarantor becoming a party hereto pursuant to Section 7.124.14, the date of the supplement Guaranty Supplement hereto executed and delivered by such Contributing PartyGuarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 3.02 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party under Section 6.01 to the extent of such payment. Notwithstanding Each Guarantor recognizes and acknowledges that the foregoingrights to contribution arising hereunder shall constitute an asset in favor of the party entitled to such contribution. In this connection, each Guarantor has the right to waive, to the fullest extent permitted by applicable law, its contribution right against any other Guarantor to the extent that any Claiming Party’s right after giving effect to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligationssuch waiver such Guarantor would remain solvent, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification determination of the entire Indemnified AmountRequired Lenders. The provisions of this Section 3.02 shall in no respect limit the obligations and liabilities of any Guarantor to the Administrative Agent and the Secured Parties (or if a Guarantor is subrogated to any right of the Administrative Agent or any Secured Party by operation of law, such Guarantor hereby waives such rights to the extent permitted by applicable law), and each Guarantor shall remain liable to the Administrative Agent and the other Secured Parties up to the maximum liability of such Guarantor hereunder.

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing Party”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor other than the Borrower hereunder in respect of any Obligation or assets of any other Grantor (other than the Borrower Company) shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower Company as provided in Section 6.01, such the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”), as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Party on the Effective Date date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties Guarantors and Grantors on the Effective Date date hereof (or, in the case of any Contributing Party Guarantor or Grantor becoming a party hereto pursuant to Section 7.127.14, the date of the supplement hereto executed and delivered by such Contributing PartyGuarantor or Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party under Section 6.01 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy secured Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing Party”) agrees (subject to Section 6.033.03) that, in the event a payment shall be made by any other Guarantor other than the Borrower hereunder in respect of any Obligation or assets of any other Grantor other than the Borrower shall be sold pursuant to any Security Document to satisfy any Obligation and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.013.01, such the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”), as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Party on the Effective Date date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties Guarantors on the Effective Date date hereof (or, in the case of any Contributing Party Guarantor becoming a party hereto pursuant to Section 7.124.14, the date of the supplement hereto executed and delivered by such Contributing PartyGuarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 3.02 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party under Section 6.01 3.01 to the extent of such payment. For purposes of this Agreement, “net worth” of any Guarantor as of any date shall mean (a) the amount of the total assets of such Guarantor as of such date minus (b) the amount of the total liabilities of such Guarantor as of such date, in each case that would be reflected on a balance sheet prepared on a consolidated basis as of such date in accordance with GAAP. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Guaranteed Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second third preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing PartyGuarantor”) agrees (subject to Section 6.037(c)) that, in the event a payment shall be made by any other Guarantor other than the Borrower hereunder in respect of any Guaranteed Obligation or assets of any other Grantor other than the Borrower Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured Party and such other Guarantor or Grantor (the “Claiming PartyGuarantor”) shall not have been fully indemnified by the applicable Borrower as provided in Section 6.017(a) hereof, such the Contributing Party Guarantor shall indemnify the Claiming Party Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”)assets, as the case may beapplicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Party Guarantor on the Effective Date date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties Guarantors on the Effective Date date hereof (or, in the case of any Contributing Party Guarantor becoming a party hereto pursuant to Section 7.125.10 of the Credit Agreement, the date of the supplement hereto executed and delivered by such Contributing PartyGuarantor). Any Contributing Party Guarantor making any payment to a Claiming Party Guarantor pursuant to this Section 6.02 7(b) shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party Guarantor under Section 6.01 7(a) hereof to the extent of such payment. Notwithstanding The provisions of this Section 7(b) shall in no respect limit the foregoing, obligations and liabilities of any Guarantor to the extent that any Claiming Party’s right Administrative Agent and the other Secured Parties, and each Guarantor shall remain liable to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing the Administrative Agent and the other Secured Parties for whom the full amount guaranteed by such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified AmountGuarantor hereunder.

Contribution and Subrogation. Each Subsidiary Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing Party”) agrees (subject to Section 6.033) that, that in the event a payment shall be made by any other Subsidiary Guarantor other than under the Borrower hereunder in respect of any Obligation Subsidiary Guarantee Agreement or assets of any other Grantor other than the Borrower Subsidiary Guarantor shall be sold pursuant to any Security Document applicable security agreement or similar instrument or agreement to satisfy a claim of any Obligation Secured Party, and such other Subsidiary Guarantor or Grantor (the “Claiming Party”"CLAIMING SUBSIDIARY GUARANTOR") shall not have been fully indemnified by UCAR or the Borrower as provided in Section 6.011, such Contributing Party each other Subsidiary Guarantor (a "CONTRIBUTING SUBSIDIARY GUARANTOR") shall indemnify the Claiming Party Subsidiary Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”)assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Party Subsidiary Guarantor on the Effective Date date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties Subsidiary Guarantors on the Effective Date date hereof (or, in the case of any Contributing Party Subsidiary Guarantor becoming a party hereto pursuant to Section 7.1216, the date of the supplement Supplement hereto executed and delivered by such Contributing PartySubsidiary Guarantor). Any Contributing Party Subsidiary Guarantor making any payment to a Claiming Party Subsidiary Guarantor pursuant to this Section 6.02 2 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party Subsidiary Guarantor under Section 6.01 1 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “"Contributing Party”Guarantor") agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor other than under the Borrower hereunder in respect of any Obligation Guarantee Agreement or assets of any other Grantor other than the Borrower Guarantor shall be sold pursuant to any Security Document to satisfy a claim of any Obligation Secured Party and such other Guarantor or Grantor (the “"Claiming Party”Guarantor") shall not have been fully indemnified by the Borrower as provided in Section 6.011, such the Contributing Party Guarantor shall indemnify the Claiming Party Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”)assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Party Guarantor on the Effective Date date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 12, the date of the Supplement hereto executed and delivered by such Guarantor) and the denominator shall be the aggregate net worth of all the Contributing Parties Guarantors on the Effective Date date hereof (or, in the case of any Contributing Party Guarantor becoming a party hereto pursuant to Section 7.1212, the date of the supplement Supplement hereto executed and delivered by such Contributing PartyGuarantor). Any Contributing Party Guarantor making any payment to a Claiming Party Guarantor pursuant to this Section 6.02 2 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party Guarantor under Section 6.01 1 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing PartyGuarantor”) agrees (subject to Section 6.036(b)) that, in the event a payment shall be made by any other Guarantor other than the Borrower hereunder in respect of any Guaranteed Obligation or assets of any other Grantor other than the Borrower Guarantor shall be sold pursuant to any Security Collateral Document to satisfy any Guaranteed Obligation owed to any Creditor and such other Guarantor or Grantor (the “Claiming PartyGuarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6.01applicable Borrower, such the Contributing Party Guarantor shall indemnify the Claiming Party Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”)assets, as the case may beapplicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Party Guarantor on the Effective Date date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties Guarantors on the Effective Date date hereof (or, in the case of any Contributing Party Guarantor becoming a party hereto pursuant to Section 7.12after the date hereof, the date of the supplement hereto executed and delivered by such Contributing PartyGuarantor). Any Contributing Party Guarantor making any payment to a Claiming Party Guarantor pursuant to this Section 6.02 6(a) shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party under Section 6.01 Guarantor in respect of and to the extent of such payment. Notwithstanding The provisions of this Section 6(a) shall in no respect limit the foregoing, obligations and liabilities of any Guarantor to the extent that any Claiming Party’s right Agent and the other Creditors, and each Guarantor shall remain liable to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties the Agent and the other Creditors for whom the full amount guaranteed by such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified AmountGuarantor hereunder.

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing PartyGuarantor”) agrees (subject to Section 6.036(c)) that, in the event a payment shall be made by any other Guarantor other than the Borrower hereunder in respect of any Obligation or assets obligation of any other Grantor other than the Borrower shall be sold pursuant to any Security Document under the Note to satisfy any Guaranteed Obligation owed to any Holder and such other Guarantor or Grantor (the “Claiming PartyGuarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6.016(a), such the Contributing Party Guarantor shall indemnify the Claiming Party Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”)assets, as the case may beapplicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Party Guarantor on the Effective Date date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties Guarantors on the Effective Date date hereof (or, in the case of any Contributing Party Guarantor becoming a party hereto pursuant to Section 7.12after the date hereof, the date of the supplement hereto executed and delivered by such Contributing PartyGuarantor). Any Contributing Party Guarantor making any payment to a Claiming Party Guarantor pursuant to this Section 6.02 6(b) shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party Guarantor under Section 6.01 6(a) to the extent of such payment. Notwithstanding The provisions of this Section 6(b) shall in no respect limit the foregoing, obligations and liabilities of any Guarantor to the extent that any Claiming Party’s right Holders, and each Guarantor shall remain liable to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties the Holders for whom the full amount guaranteed by such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified AmountGuarantor hereunder.

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing Party”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor other than the Borrower hereunder in respect of any Obligation or assets of any other Grantor (other than the Borrower Borrower) shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.01, such the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”), as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Party on the Effective Closing Date (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 7.14, the date of the supplement hereto executed and delivered by such Guarantor or Grantor) and the denominator shall be the aggregate net worth of all the Contributing Parties Guarantors and Grantors on the Effective Closing Date (or, in the case of any Contributing Party Guarantor or Grantor becoming a party hereto pursuant to Section 7.127.14, the date of the supplement hereto executed and delivered by such Contributing Partyother date). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party under Section 6.01 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Secured Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “Contributing Party”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor other than the Borrower hereunder in respect of any Secured Obligation or assets of any other Grantor other than the Borrower shall be sold pursuant to any Security Document to satisfy any Secured Obligation and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.01, such Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”), as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Party on the Effective Date date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties on the Effective Date date hereof (or, in the case of any Contributing Party becoming a party hereto pursuant to Section 7.127.13, the date of the supplement hereto executed and delivered by such Contributing Party). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party under Section 6.01 to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Secured Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.

Contribution and Subrogation. Each Guarantor and Grantor other than the Borrower (each such Guarantor or Grantor being called a “"Contributing Party”Guarantor") agrees (subject to Section 6.033 below) that, in the event a payment shall be made by any other Guarantor other than under the Borrower hereunder in respect of any Obligation or assets of any other Grantor other than the Borrower shall be sold pursuant to any Security Document to satisfy any Obligation AI Guaranty Agreement and such other Guarantor or Grantor (the “"Claiming Party”Guarantor") shall not have been fully indemnified by the Borrower Company, as provided in Section 6.011 above, such each Contributing Party Guarantor shall indemnify the Claiming Party Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets (the “Indemnified Amount”), as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of such the Contributing Party Guarantor on the Effective Date date hereof or on the date on which enforcement is being sought, whichever is greater, and the denominator shall be the aggregate net worth of all the Contributing Parties Guarantors on the Effective Date date hereof (or, in the case of any Contributing Party Guarantor becoming a party hereto pursuant to Section 7.1212 below, the date of the supplement Supplement hereto executed and delivered by such Contributing PartyGuarantor) or on the date on which enforcement is being sought, whichever is greater; provided that, notwithstanding the foregoing, any Guarantor that is a Foreign Subsidiary shall indemnify the Claiming Guarantor only to the extent that the Claiming Guarantor made a payment with respect to an obligation of a direct or indirect subsidiary of such Foreign Subsidiary (and such Foreign Subsidiary shall not have any liability whatsoever with respect to any payment made by a Claiming Guarantor which is either the Company or any Domestic Subsidiary). Any Contributing Party Guarantor making any payment to a Claiming Party Guarantor pursuant to this Section 6.02 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party Guarantor under Section 6.01 1 above to the extent of such payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Specified Swap Obligations, only those Contributing Parties for whom such Specified Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for indemnification of the entire Indemnified Amount.