Common use of Contribution with Respect to Guaranty Obligations Clause in Contracts

Contribution with Respect to Guaranty Obligations. To the extent that any of You shall make a payment under this Section of all or any of the Secured Obligations (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by such Person, exceeds the amount that such Person would otherwise have paid if each of You had paid the aggregate Secured Obligations satisfied by such Guarantor Payment in the same proportion that such Person’s Allocable Amount (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of all of You as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Secured Obligations and termination of Our obligation to fund Advances, such Person shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, the other of You for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. • As of any date of determination, the “Allocable Amount” of any of You shall be equal to the maximum amount of the claim that could then be recovered from such Person under this section without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. • This subsection is intended only to define the relative rights of each of You and nothing set forth in this subsection is intended to or shall impair the obligations of each of You, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including subsection “Cross-Guaranty” above. Nothing contained in this subsection shall limit the liability of any of You to pay the Advances made directly or indirectly to You and accrued interest, fees and expenses with respect thereto, for which You shall be primarily liable. • The Parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Person to which such contribution and indemnification is owing. • The rights of the indemnifying Persons against other Persons under this subsection shall be exercisable upon the full and indefeasible payment of the Secured Obligations and the termination of Our obligation to fund Advances.

Contribution with Respect to Guaranty Obligations. To the extent that any of You Borrower shall make a payment under this Section 11 of all or any of the Secured Obligations Liabilities (other than Loans made directly to that Borrower) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by such Person, that exceeds the amount that such Person Borrower would otherwise have paid if each of You Borrower had paid the aggregate Secured Obligations Liabilities satisfied by such Guarantor Payment in the same proportion that such PersonBorrower’s “Allocable Amount Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of all each of You the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Secured Obligations Liabilities and termination of Our obligation to fund Advances, the Commitments) such Person Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, the each other of You Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. • As of any date of determination, the “Allocable Amount” of any of You Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Person Borrower under this section Section 11 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. • This subsection Section 11.7 is intended only to define the relative rights of each of You Borrowers and nothing set forth in this subsection Section 11.7 is intended to or shall impair the obligations of each of YouBorrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including subsection “Cross-Guaranty” abovethis Section 11.7. Nothing contained in this subsection Section 11.7 shall limit the liability of any of You Borrower to pay the Advances Loans made directly or indirectly to You that Borrower and accrued interest, fees and expenses with respect thereto, thereto for which You such Borrower shall be primarily liable. • The Parties parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Person Borrower to which such contribution and indemnification is owing. • The rights of the indemnifying Persons Borrowers against other Persons Borrower under this subsection Section 11.7 shall be exercisable upon the full and indefeasible payment of the Secured Obligations Liabilities and the termination of Our obligation to fund Advancesthe Commitments.

Contribution with Respect to Guaranty Obligations. To the extent that any of You shall make a payment under this Section of all or any of the Secured Obligations (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by such Person, exceeds the amount that such Person would otherwise have paid if each of You had paid the aggregate Secured Obligations satisfied by such Guarantor Payment in the same proportion that such Person’s Allocable Amount (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of all of You as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment Payment in full in cash Full of the Secured Obligations and termination of Our obligation to fund AdvancesObligations, such Person shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, the other of You for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. • As of any date of determination, the “Allocable Amount” of any of You shall be equal to the maximum amount of the claim that could then be recovered from such Person under this section without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. • This subsection is intended only to define the relative rights of each of You and nothing set forth in this subsection is intended to or shall impair the obligations of each of You, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including subsection “Cross-Guaranty” above. Nothing contained in this subsection shall limit the liability of any of You to pay the Advances made directly or indirectly to You and accrued interest, fees and expenses with respect thereto, for which You shall be primarily liable. • The Parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Person to which such contribution and indemnification is owing. • The rights of the indemnifying Persons against other Persons under this subsection shall be exercisable upon the full and indefeasible payment Payment in Full of the Secured Obligations and the termination of Our obligation to fund AdvancesObligations.

Contribution with Respect to Guaranty Obligations. To the extent that any of You shall make a payment under this Section of all or any of the Secured Obligations (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by such Person, exceeds the amount that such Person would otherwise have paid if each of You had paid the aggregate Secured Obligations satisfied by such Guarantor Payment in the same proportion that such Person’s Allocable Amount (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of all of You as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Secured Obligations and termination of Our obligation to fund Advances, such Person shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, the other of You for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. • As of any date of determination, the “Allocable Amount” of any of You shall be equal to the maximum amount of the claim that could then be recovered from such Person under this section without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. • This subsection is intended only to define the relative rights of each of You and nothing set forth in this subsection is intended to or shall impair the obligations of each of You, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including subsection “Cross-Guaranty” above. Nothing contained in this subsection shall limit the liability of any of You to pay the Advances made directly or indirectly to You and accrued interest, fees and expenses with respect thereto, for which You shall be primarily liable. • The Parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Person to which such contribution and indemnification is owing. • The rights of the indemnifying Persons against other Persons under this subsection shall be exercisable upon the full and indefeasible payment of the Secured Obligations and the termination of Our obligation to fund Advances.. Growth Capital Loan - ENDOCHOICE 16

Contribution with Respect to Guaranty Obligations. To the extent that any of You shall make a payment under this Section of all or any of the Secured Obligations (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by such Person, exceeds the amount that such Person would otherwise have paid if each of You had paid the aggregate Secured Obligations satisfied by such Guarantor Payment in the same proportion that such Person’s Allocable Amount (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of all of You as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment Payment in full in cash Full of the Secured Obligations and termination of Our obligation to fund AdvancesObligations, such Person shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, the other of You for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. • · As of any date of determination, the “Allocable Amount” of any of You shall be equal to the maximum amount of the claim that could then be recovered from such Person under this section without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. • · This subsection is intended only to define the relative rights of each of You and nothing set forth in this subsection is intended to or shall impair the obligations of each of You, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including subsection “Cross-Guaranty” above. Nothing contained in this subsection shall limit the liability of any of You to pay the Advances made directly or indirectly to You and accrued interest, fees and expenses with respect thereto, for which You shall be primarily liable. • · The Parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Person to which such contribution and indemnification is owing. • · The rights of the indemnifying Persons against other Persons under this subsection shall be exercisable upon the full and indefeasible payment Payment in Full of the Secured Obligations and the termination of Our obligation to fund AdvancesObligations.

Contribution with Respect to Guaranty Obligations. To the extent that any of You Borrower shall make a payment under this Section 8 of all or any of the Secured Obligations Liabilities (other than Loans made directly to that Borrower) (a “Guarantor Payment”"GUARANTOR PAYMENT") that, taking into account all other Guarantor Payments then previously or concurrently made by such Person, that exceeds the amount that such Person Borrower would otherwise have paid if each of You Borrower had paid the aggregate Secured Obligations Liabilities satisfied by such Guarantor Payment in the same proportion that such Person’s Borrower's "Allocable Amount Amount" (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of all each of You the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Secured Obligations Liabilities and termination of Our obligation to fund Advances, the Commitments) such Person Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, the each other of You Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. • As of any date of determination, the “Allocable Amount” "ALLOCABLE AMOUNT" of any of You Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Person Borrower under this section Section 8.7 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. • This subsection Section 8.7 is intended only to define the relative rights of each of You Borrowers and nothing set forth in this subsection Section 8.7 is intended to or shall impair the obligations of each of YouBorrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including subsection “Cross-Guaranty” above. Nothing contained in this subsection shall limit the liability of any of You to pay the Advances made directly or indirectly to You and accrued interest, fees and expenses with respect thereto, for which You shall be primarily liable. • The Parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Person to which such contribution and indemnification is owing. • The rights of the indemnifying Persons against other Persons under this subsection shall be exercisable upon the full and indefeasible payment of the Secured Obligations and the termination of Our obligation to fund Advances.and

Contribution with Respect to Guaranty Obligations. Subject to Section 8 “Limited Recourse” with respect to Devco: ð To the extent that any of You shall make a payment under this Section of all or any of the Secured Obligations (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by such Person, exceeds the amount that such Person would otherwise have paid if each of You had paid the aggregate Secured Obligations satisfied by such Guarantor Payment in the same proportion that such Person’s Allocable Amount (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of all of You as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash Cash of the Secured Obligations (other than unasserted contingent indemnification Secured Obligations) and termination of Our obligation to fund Advances, such Person shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, the other of You for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. • ð As of any date of determination, the “Allocable Amount” of any of You shall be equal to the maximum amount of the claim that could then be recovered from such Person under this section Section without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. • ð This subsection is intended only to define the relative rights of each of You and nothing set forth in this subsection is intended to or shall impair the obligations of each of You, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including subsection “Cross-Guaranty” above. Nothing contained in this subsection shall limit the liability of any of You to pay the Advances made directly or indirectly to You and accrued interest, fees and expenses with respect thereto, for which You shall be primarily liable. • ð The Parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Person to which such contribution and indemnification is owing. • ð The rights of the indemnifying Persons against other Persons under this subsection shall be exercisable upon the full and indefeasible payment of the Secured Obligations (other than unasserted contingent indemnification Secured Obligations) and the termination of Our obligation to fund Advances.

Contribution with Respect to Guaranty Obligations. To the extent that any of You Issuer shall make a payment under this Section 9 of all or any of the Secured Obligations Liabilities (other than Loans made directly to that Issuer) (a “"Guarantor Payment”") that, taking into account all other Guarantor Payments then previously or concurrently made by such Person, that exceeds the amount that such Person Issuer would otherwise have paid if each of You Issuer had paid the aggregate Secured Obligations Liabilities satisfied by such Guarantor Payment in the same proportion that such Person’s Issuer's "Allocable Amount Amount" (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of all each of You the Issuers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Secured Obligations Liabilities and termination of Our obligation to fund Advances, the Commitments) such Person Issuer shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, the each other of You Issuer for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. • As of any date of determination, the “"Allocable Amount” " of any of You Issuer shall be equal to the maximum amount of the claim that could then be recovered from such Person Issuer under this section Section 9.7 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. • This subsection Section 9.7 is intended only to define the relative rights of each of You Issuers and nothing set forth in this subsection Section 9.7 is intended to or shall impair the obligations of each of YouIssuers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including subsection “Cross-Guaranty” aboveSection 9.7. Nothing contained in this subsection Section 9.7 shall limit the liability of any of You Issuer to pay the Advances Loans made directly or indirectly to You that Issuer and accrued interest, fees and expenses with respect thereto, thereto for which You such Issuer shall be primarily liable. • The Parties parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Person Issuer to which such contribution and indemnification is owing. • The rights of the indemnifying Persons Issuers against other Persons Issuer under this subsection Section 9.7 shall be exercisable upon the full and indefeasible payment of the Secured Obligations Liabilities and the termination of Our obligation to fund Advancesthe commitments by the Purchasers.

Contribution with Respect to Guaranty Obligations. (a) To the extent that any of You Borrower shall make a payment under this Section 10 of all or any of the Secured Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by such Personany other Borrower, exceeds the amount that such Person Borrower would otherwise have paid if each of You Borrower had paid the aggregate Secured Obligations satisfied by such Guarantor Payment in the same proportion that such PersonBorrower’s “Allocable Amount Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of all each of You the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Secured Obligations and termination of Our obligation to fund Advancesthe Commitments, such Person Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, the each other of You Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. • (b) As of any date of determination, the “Allocable Amount” of any of You Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Person Borrower under this section Section 10 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. • (c) This subsection Section 10.7 is intended only to define the relative rights of each of You Borrowers and nothing set forth in this subsection Section 10.7 is intended to or shall impair the obligations of each of YouBorrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including subsection “Cross-Guaranty” aboveSection 10.1. Nothing contained in this subsection Section 10.7 shall limit the liability of any of You Borrower to pay the Advances Loans made directly or indirectly to You that Borrower and accrued interest, fees Fees and expenses with respect thereto, thereto for which You such Borrower shall be primarily liable. • (d) The Parties parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Person Borrower to which such contribution and indemnification is owing. • (e) The rights of the indemnifying Persons Borrowers against other Persons Credit Parties under this subsection Section 10.7 shall be exercisable upon the full and indefeasible payment of the Secured Obligations and the termination of Our obligation to fund Advancesthe Commitments. 10.8.

Contribution with Respect to Guaranty Obligations. To the extent that any of You Borrower shall make a payment under this Section 11 of all or any of the Secured Obligations (other than Loans made directly to that Borrower) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by such Person, that exceeds the amount that such Person Borrower would otherwise have paid if each of You Borrower had paid the aggregate Secured Obligations satisfied by such Guarantor Payment in the same proportion that such PersonBorrower’s Allocable Amount (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of all each of You the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Secured Obligations and termination of Our obligation to fund Advances, the Commitments) such Person Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, the each other of You Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. • As of any date of determination, the “Allocable Amount” of any of You Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Person Borrower under this section Section 11 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. • This subsection Section 11.08 is intended only to define the relative rights of each of You Borrowers and nothing set forth in this subsection Section 11.08 is intended to or shall impair the obligations of each of YouBorrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including subsection “Cross-Guaranty” above. Nothing contained in this subsection Section 11.08 shall limit the liability of any of You Borrower to pay the Advances Loans made directly or indirectly to You that Borrower and accrued interest, fees and expenses with respect thereto, thereto for which You such Borrower shall be primarily liable. • The Parties parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Person Borrowers to which such contribution and indemnification is owing. • The rights of the indemnifying Persons Borrowers against any other Persons Borrower under this subsection Section 11.08 shall be exercisable upon the full and indefeasible payment of the Secured Obligations and the termination of Our obligation to fund Advancesthe Commitments.

Contribution with Respect to Guaranty Obligations. (i) To the extent that any of You Borrower shall make a payment under this Section 2.12 of all or any of the Secured Obligations (other than Loans made to that Borrower for which it is primarily liable) (a “"Guarantor Payment”") that, taking into account all other Guarantor Payments then previously or concurrently made by such Personany other Borrower, exceeds the amount that such Person Borrower would otherwise have paid if each of You Borrower had paid the aggregate Secured Obligations satisfied by such Guarantor Payment in the same proportion that such Person’s Borrower's "Allocable Amount Amount" (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of all each of You the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Secured Obligations and termination of Our obligation to fund Advancesthe Commitments, such Person Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, the each other of You Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. • (ii) As of any date of determination, the “"Allocable Amount” " of any of You Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Person Borrower under this section Section 2.12 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. • (iii) This subsection Section 2.12(f) is intended only to define the relative rights of each of You Borrowers and nothing set forth in this subsection Section 2.12(f) is intended to or shall impair the obligations of each of YouBorrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including subsection “Cross-Guaranty” aboveSection 2.12(a). Nothing contained in this subsection Section 2.12(f) shall limit the liability of any of You Borrower to pay the Advances Loans made directly or indirectly to You that Borrower and accrued interest, fees and expenses with respect thereto, thereto for which You such Borrower shall be primarily liable. • (iv) The Parties parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Person each Borrower to which such contribution and indemnification is owing. • (v) The rights of the indemnifying Persons Borrowers against other Persons Loan Parties under this subsection Section 2.12(f) shall be exercisable upon the full and indefeasible payment of the Secured Obligations and the termination of Our obligation to fund Advances.the Commitments. (h)

Contribution with Respect to Guaranty Obligations. To the extent that any of You Borrower shall make a payment under this Section 1.4 of all or any of the Secured Obligations Lender Debt (other than Loans made to that Borrower for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by such Personany other Borrower, exceeds the amount that such Person Borrower would otherwise have paid if each of You Borrower had paid the aggregate Secured Obligations Lender Debt satisfied by such Guarantor Payment in the same proportion that such PersonBorrower’s Allocable Amount (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of all each of You the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full (other than contingent indemnification obligations) in cash of the Secured Obligations Lender Debt and termination of Our obligation the commitments to fund Advanceslend hereunder, such Person Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, the each other of You Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. • As of any date of determination, the “Allocable Amount” of any of You Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Person Borrower under this section Section 1.4 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. • This subsection Section 1.4(g) is intended only to define the relative rights of each of You Borrowers and nothing set forth in this subsection Section 1.4(g) is intended to or shall impair the obligations of each of YouBorrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including subsection “Cross-Guaranty” aboveSection 1.4(a). Nothing contained in this subsection Section 1.4(g) shall limit the liability of any of You Borrower to pay the Advances Loans made directly or indirectly to You that Borrower and accrued interest, fees and expenses with respect thereto, thereto for which You such Borrower shall be primarily liable. • The Parties parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Person each Borrower to which such contribution and indemnification is owing. • The rights of the indemnifying Persons Borrowers against other Persons Loan Parties under this subsection Section 1.4(g) shall be exercisable upon the full and indefeasible payment in full in cash (other than contingent indemnification obligations not then due) of the Secured Obligations Lender Debt and the termination of Our obligation the commitments to fund Advanceslend hereunder.

Contribution with Respect to Guaranty Obligations. To the extent that any of You Borrower shall make a payment under this Section 9 of all or any of the Secured Obligations Liabilities (other than Loans made directly to that Borrower) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by such Person, that exceeds the amount that such Person Borrower would otherwise have paid if each of You Borrower had paid the aggregate Secured Obligations Liabilities satisfied by such Guarantor Payment in the same proportion that such PersonBorrower’s “Allocable Amount Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of all each of You the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Secured Obligations Liabilities and termination of Our obligation to fund Advances, the Commitments) such Person Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, the each other of You Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. • As of any date of determination, the “Allocable Amount” of any of You Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Person Borrower under this section Section 9.7 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. • This subsection Section 9.7 is intended only to define the relative rights of each of You Borrowers and nothing set forth in this subsection Section 9.7 is intended to or shall impair the obligations of each of YouBorrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including subsection “Cross-Guaranty” aboveSection 9.7. Nothing contained in this subsection Section 9.7 shall limit the liability of any of You Borrower to pay the Advances Loans made directly or indirectly to You that Borrower and accrued interest, fees and expenses with respect thereto, thereto for which You such Borrower shall be primarily liable. • The Parties parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Person Borrower to which such contribution and indemnification is owing. • The rights of the indemnifying Persons Borrowers against other Persons Borrower under this subsection Section 9.7 shall be exercisable upon the full and indefeasible payment of the Secured Obligations Liabilities and the termination of Our obligation to fund Advancesthe commitments by the Lenders.

Contribution with Respect to Guaranty Obligations. Þ To the extent that any of You shall make a payment under this Section of all or any of the Secured Obligations (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by such Person, exceeds the amount that such Person would otherwise have paid if each of You had paid the aggregate Secured Obligations satisfied by such Guarantor Payment in the same proportion that such Person’s Allocable Amount (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of all of You as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment Payment in full in cash Full of the Secured Obligations and termination of Our obligation to fund AdvancesObligations, such Person shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, the other of You for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. • Þ As of any date of determination, the “Allocable Amount” of any of You shall be equal to the maximum amount of the claim that could then be recovered from such Person under this section without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. • Þ This subsection is intended only to define the relative rights of each of You and nothing set forth in this subsection is intended to or shall impair the obligations of each of You, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including subsection “Cross-Guaranty” above. Nothing contained in this subsection shall limit the liability of any of You to pay the Advances made directly or indirectly to You and accrued interest, fees and expenses with respect thereto, for which You shall be primarily liable. • Þ The Parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Person to which such contribution and indemnification is owing. • Þ The rights of the indemnifying Persons against other Persons under this subsection shall be exercisable upon the full and indefeasible payment Payment in Full of the Secured Obligations and the termination of Our obligation to fund AdvancesObligations.

Contribution with Respect to Guaranty Obligations. 130 (a) To the extent that any of You Loan Party shall make a payment under this Section Article III of all or any of the Secured Obligations (other than Advances made to that Borrower for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by such Personany other Loan Party, exceeds the amount that such Person Loan Party would otherwise have paid if each of You Loan Party had paid the aggregate Secured Obligations satisfied by such Guarantor Payment in the same proportion that such PersonLoan Party’s “Allocable Amount Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of all of You each Loan Party as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Secured Obligations and termination of Our obligation to fund AdvancesTermination Date, such Person Loan Party shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, the each other of You Loan Party for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. • (b) As of any date of determination, the “Allocable Amount” of any of You Loan Party shall be equal to the maximum amount of the claim that could then be recovered from such Person Loan Party under this section Article III without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. • (c) This subsection Section 3.07 is intended only to define the relative rights of each of You the Loan Parties and nothing set forth in this subsection Section 3.07 is intended to or shall impair the obligations of each of Youthe Loan Parties, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of of, and subject to the limitations contained in, this Agreement, including subsection “Cross-Guaranty” aboveSection 3.01. Nothing contained in this subsection Section 3.07 shall limit the liability of any of You Borrower to pay the Advances made directly or indirectly to You that Borrower and accrued interest, fees and expenses with respect thereto, thereto for which You such Borrower shall be primarily liable. • (d) The Parties parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Person Loan Parties to which such contribution and indemnification is owing. • (e) The rights of the indemnifying Persons Loan Parties against other Persons Loan Parties under this subsection Section 3.07 shall be exercisable upon the full and indefeasible payment of the Secured Obligations and the termination of Our obligation to fund Advances.the Commitments. SECTION 3.08

Contribution with Respect to Guaranty Obligations. To the extent that any of You Borrower shall make a payment under this Section 12 of all or any of the Secured Obligations (other than the Revolving Loan made to that Borrower for which it is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by such Personany other Borrower, exceeds the amount that such Person Borrower would otherwise have paid if each of You Borrower had paid the aggregate Secured Obligations satisfied by such Guarantor Payment in the same proportion that such PersonBorrower’s “Allocable Amount Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of all each of You the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Secured Obligations and termination of Our obligation to fund Advancesthe Commitments, such Person Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, the each other of You Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. • As of any date of determination, the “Allocable Amount” of any of You Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Person Borrower under this section Section 12 without rendering such claim void or voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. • This subsection Section 12.7 is intended only to define the relative rights of each of You Borrowers and nothing set forth in this subsection Section 12.7 is intended to or shall impair the obligations of each of YouBorrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including subsection “Cross-Guaranty” aboveSection 12.1. Nothing contained in this subsection Section 12.7 shall limit the liability of any of You Borrower to pay the Advances Revolving Loan made directly or indirectly to You that Borrower and accrued interest, fees Fees and expenses with respect thereto, thereto for which You such Borrower shall be primarily liable. • The Parties parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Person Borrower to which such contribution and indemnification is owing. • The rights of the indemnifying Persons Borrowers against other Persons Credit Parties under this subsection Section 12.7 shall be exercisable upon the full and indefeasible payment of the Secured Obligations and the termination of Our obligation to fund Advancesthe Commitment.

Contribution with Respect to Guaranty Obligations. To the extent that any of You Borrower shall make a payment under this Section 11 of all or any of the Secured Obligations Liabilities (other than Loans made directly to that Borrower) (a “Guarantor Payment”"GUARANTOR PAYMENT") that, taking into account all other Guarantor Payments then previously or concurrently made by such Person, that exceeds the amount that such Person Borrower would otherwise have paid if each of You Borrower had paid the aggregate Secured Obligations Liabilities satisfied by such Guarantor Payment in the same proportion that such Person’s Borrower's "Allocable Amount Amount" (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of all each of You the Borrowers as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Secured Obligations Liabilities and termination of Our obligation to fund Advances, the Commitments) such Person Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, the each other of You Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. • As of any date of determination, the “Allocable Amount” "ALLOCABLE AMOUNT" of any of You Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Person Borrower under this section Section 11 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. • This subsection Section 11.7 is intended only to define the relative rights of each of You Borrowers and nothing set forth in this subsection Section 11.7 is intended to or shall impair the obligations of each of YouBorrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including subsection “Cross-Guaranty” aboveSection 11.7. Nothing contained in this subsection Section 11.7 shall limit the liability of any of You Borrower to pay the Advances Loans made directly or indirectly to You that Borrower and accrued interest, fees and expenses with respect thereto, thereto for which You such Borrower shall be primarily liable. • The Parties parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Person Borrower to which such contribution and indemnification is owing. • The rights of the indemnifying Persons Borrowers against other Persons Borrower under this subsection Section 11.7 shall be exercisable upon the full and indefeasible payment of the Secured Obligations Liabilities and the termination of Our obligation to fund Advancesthe Commitments.