Common use of Subrogation; Contribution Clause in Contracts

Subrogation; Contribution. (a) No Guarantor shall exercise any right of subrogation, contribution, indemnity, reimbursement or similar rights with respect to any payments it makes under this Guaranty until all of the Obligations and any amounts payable under this Guaranty have been indefeasibly paid and performed in full and any commitments of the Lenders or facilities provided by the Lenders with respect to the Obligations are terminated. If any amounts are paid to the Guarantor in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Beneficiaries and shall forthwith be paid to the Administrative Agent for the benefit of the Beneficiaries to reduce the amount of the Obligations, whether matured or unmatured. (b) The Guarantors hereby agree, as among themselves, that if any Guarantor or any other guarantor of the Obligations shall become an Excess Funding Guarantor (as defined below) (but subject to the succeeding provisions of this Section 6(b)), to pay to such Excess Funding Guarantor an amount equal to such Guarantor’s Pro Rata Share (as defined below and determined, for this purpose, without reference to the properties, assets, liabilities and debts of such Excess Funding Guarantor) of such Excess Payment (as defined below). The payment obligation of any Guarantor to any Excess Funding Guarantor under this Section 6(b) shall be subordinate and subject in right of payment to the prior payment in full of the obligations of such Guarantor under the other provisions of this Guaranty, and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such excess except as provided in Section 6(a) above or in any similar provision of any other guaranty of the Obligations. For purposes hereof, (i) “Excess Funding Guarantor” shall mean, in respect of any obligations arising under the other provisions of this Guaranty and any similar provisions of any other guaranty of the Obligations (hereafter, the “Guarantied Obligations”), a Guarantor or any other guarantor of the Obligations

Subrogation; Contribution. Each of Guarantor, Borrower and FM Precision Golf Corp., a Delaware corporation (a"Parent Company"), is guaranteeing the full and prompt payment and performance of the Guaranteed Obligations under a separate guaranty. It is the intent of Guarantor, Borrower and Parent Company (each of Guarantor, Borrower and Parent Company being sometimes called an "Obligor") No that this Guaranty and the guaranty of each other Obligor (this Guaranty and the guaranty of each other Obligor being called, collectively, the "Guaranties") not be subject to challenge on any basis. Accordingly, as of the date of this Guaranty, the probable liability of Guarantor shall exercise any right of subrogation, contribution, indemnity, reimbursement or similar rights with respect to any payments it makes under this Guaranty until Guaranty, together with all of its other liabilities to all Persons as of the Obligations and any amounts payable under date of this Guaranty have been indefeasibly paid and performed in full and as of any commitments other date on which a transfer is deemed to occur by virtue of the Lenders or facilities provided by Loan Documents, calculated in amount sufficient to pay its probable net liabilities on its existing debts as the Lenders with respect same become absolute and matured ("GUARANTOR'S DATED LIABILITIES") is, and is to the Obligations are terminated. If any amounts are paid to the Guarantor in violation of the foregoing limitationbe, then such amounts shall be held in trust for the benefit of the Beneficiaries and shall forthwith be paid to the Administrative Agent for the benefit of the Beneficiaries to reduce less than the amount of the Obligationsaggregate of the present fair salable value of its property, whether matured or unmatured. (b) The Guarantors hereby agreeand, if different, at a fair valuation thereof, as among themselves, that if any Guarantor or any other guarantor of the Obligations shall become an Excess Funding Guarantor (as defined below) (but subject to the succeeding provisions of this Section 6(b)), to pay to such Excess Funding Guarantor an amount equal to such Guarantor’s Pro Rata Share (as defined below and determined, for this purpose, without reference to the properties, assets, liabilities and debts of such Excess Funding Guarantor) of such Excess Payment corresponding date (as defined below"GUARANTOR'S DATED ASSETS"). The payment obligation of any To this end, Guarantor to any Excess Funding Guarantor under this Section 6(b) shall be subordinate and subject in right of payment to the prior payment in full of the obligations of such Guarantor under the other provisions of this Guaranty, and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such excess except as provided in Section 6(a) above or in any similar provision of any other guaranty of the Obligations. For purposes hereof, (i) “Excess Funding grants to and recognizes in each Obligor ratably rights of subrogation and contribution in the amount, if any, by which Guarantor” shall mean's Dated Assets, in respect but for the aggregate of any obligations arising under the other provisions of this Guaranty subrogation and any similar provisions of any other guaranty of the Obligations (hereafter, the “Guarantied Obligations”), a Guarantor or any other guarantor of the Obligationscontribution rights

Subrogation; Contribution. (a) No Guarantor shall exercise any right of subrogation, contribution, indemnity, reimbursement or similar rights with respect to any payments it makes under this Guaranty until all of the Obligations and any amounts payable under this Guaranty have been indefeasibly paid and performed in full and any all commitments of the Lenders Beneficiaries or facilities provided by the Lenders Beneficiaries with respect to the Obligations are terminated. If any amounts are paid to the a Guarantor in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Beneficiaries and shall forthwith promptly be paid to the Administrative Agent for the benefit of the Beneficiaries to reduce the amount of the Obligations, whether matured or unmatured. (b) The Guarantors hereby agree, as among themselves, that if any Guarantor or any other guarantor of the Obligations shall become an Excess Funding Guarantor (as defined below) (but subject to the succeeding provisions of this Section 6(b8(b)), to pay to such Excess Funding Guarantor an amount equal to such Guarantor’s Pro Rata Share (as defined below and determined, for this purpose, without reference to the properties, assets, liabilities and debts of such Excess Funding Guarantor) of such Excess Payment (as defined below). The payment obligation of any Guarantor to any Excess Funding Guarantor under this Section 6(b8(b) shall be subordinate and subject in right of payment to the prior indefeasible payment in full of the obligations of such Guarantor under the other provisions of this GuarantyObligations, and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such excess except as provided in Section 6(a8(a) above or in any similar provision of any other guaranty of the Obligationsabove. For purposes hereof, (i) “Excess Funding Guarantor” shall mean, in respect of any obligations arising under the other provisions of this Guaranty and any similar provisions of any other guaranty in favor of the Beneficiaries or Administrative Agent of the Obligations (hereafter, the “Guarantied Guaranteed Obligations”), a Guarantor or any other guarantor of the Obligations that has paid an amount in excess of its Pro Rata Share of the Guaranteed Obligations; (ii) “Excess Payment” shall mean, in respect of any Guaranteed Obligations, the amount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such Guaranteed Obligations; and (iii) “Pro Rata Share”, for purposes of this Section 8(b), shall mean, for any Guarantor or any other guarantor of the Obligations, the ratio (expressed as a percentage) of (x) the amount by which the aggregate present fair saleable value of all of its assets and properties exceeds the amount of all debts and liabilities of such guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such guarantor under this Guaranty or the other applicable guaranty) to (y) the amount by which the aggregate present fair saleable value of all assets and other properties of the Borrowers, all of the Guarantors and all of the other guarantors of the Obligations exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Borrowers under the Credit Agreement, the Guarantors hereunder and any other guarantors of the Obligations under the applicable guaranties) of the Borrowers, all of the Guarantors and all of the other guarantors of the Obligations, all as of the Closing Date (if any Guarantor becomes a party hereto (or any other guarantor of the Obligations becomes a party to the applicable guaranty) subsequent to the Closing Date, then for purposes of this Section 8(b) such subsequent guarantor shall be deemed to have been a guarantor of the Obligations as of the Closing Date).

Subrogation; Contribution. Each of Guarantor and Borrowers is guaranteeing the full and prompt payment and performance of the Guaranteed Obligations under a separate guaranty. It is the intent of Guarantor and Borrowers (aeach of Guarantor and Borrowers being sometimes called an "Obligor") No that this Guaranty and the guaranty of each other Obligor (this Guaranty and the guaranty of each other Obligor being called, collectively, the "Guaranties") not be subject to challenge on any basis. Accordingly, as of the date of this Guaranty, the probable liability of Guarantor shall exercise any right of subrogation, contribution, indemnity, reimbursement or similar rights with respect to any payments it makes under this Guaranty until Guaranty, together with all of its other liabilities to all Persons as of the Obligations and any amounts payable under date of this Guaranty have been indefeasibly paid and performed in full and as of any commitments other date on which a transfer is deemed to occur by virtue of this Guaranty or any of the Lenders or facilities provided by Security Documents, calculated in amount sufficient to pay its probable net liabilities on its existing debts as the Lenders with respect same become absolute and matured ("GUARANTOR'S DATED LIABILITIES") is, and is to the Obligations are terminated. If any amounts are paid to the Guarantor in violation of the foregoing limitationbe, then such amounts shall be held in trust for the benefit of the Beneficiaries and shall forthwith be paid to the Administrative Agent for the benefit of the Beneficiaries to reduce less than the amount of the Obligationsaggregate of the present fair salable value of its property, whether matured or unmatured. (b) The Guarantors hereby agreeand, if different, at a fair valuation thereof, as among themselvesof such corresponding date ("GUARANTOR'S DATED ASSETS"). To this end, that if any Guarantor or any other guarantor of the Obligations shall become an Excess Funding Guarantor (i) grants to and recognizes in each Obligor ratably rights of subrogation and contribution in the amount, if any, by which Guarantor's Dated Assets, but for the aggregate of subrogation and contribution rights in its favor recognized in all the Guaranties, would exceed Guarantor's Dated Liabilities or, as defined belowthe case may be, (ii) (acknowledges receipt of and recognizes in Guarantor rights of subrogation and contribution ratably from each Obligor in the amount, if any, by which Guarantor's Dated Liabilities, but subject to for the succeeding provisions aggregate of this Section 6(b))subrogation and contribution rights in its favor granted and recognized in all the Guaranties, would exceed Guarantor's Dated Assets. In recognizing the value of Guarantor's Dated Assets and Guarantor's Dated Liabilities, it is understood that each Obligor will recognize, to pay at least the same extent of its aggregate recognition of liabilities under its respective Guaranty, its rights to such Excess Funding subrogation and contribution under the Guaranties. It is expressly recognized and agreed to by Guarantor an amount equal to such that Guarantor’s Pro Rata Share (as defined below 's rights of contribution and determined, for this purpose, without reference to the properties, assets, liabilities subrogation against Borrower is expressly junior and debts of such Excess Funding Guarantor) of such Excess Payment (as defined below). The payment obligation of any Guarantor to any Excess Funding Guarantor under this Section 6(b) shall be subordinate and subject in right of payment to the prior payment and performance in full of the obligations of such Guarantor under the other provisions Obligations. It is a material objective of this Guaranty, SECTION 5.2 that each Obligor recognize rights of subrogation and such Excess Funding Guarantor shall not exercise any right or remedy with respect contribution rather than be deemed to such excess except as provided in Section 6(a) above be insolvent (or in any similar provision contemplation thereof) by reason of an arbitrary interpretation of any other guaranty of the Obligations. For purposes hereof, (i) “Excess Funding Guarantor” shall mean, in respect of Guaranties or any obligations arising under the other provisions of this Guaranty and any similar provisions of any other guaranty of the Obligations (hereafter, the “Guarantied Obligations”), a Guarantor or any other guarantor of the ObligationsLoan Documents.

Subrogation; Contribution. Each of Guarantor, Borrower and FM Precision Golf Corp., a Delaware corporation (a"Parent Company"), is guaranteeing the full and prompt payment and performance of the Guaranteed Obligations under a separate guaranty. It is the intent of Guarantor, Borrower and Parent Company (each of Guarantor, Borrower and Parent Company being sometimes called an "Obligor") No that this Guaranty and the guaranty of each other Obligor (this Guaranty and the guaranty of each other Obligor being called, collectively, the "Guaranties") not be subject to challenge on any basis. Accordingly, as of the date of this Guaranty, the probable liability of Guarantor shall exercise any right of subrogation, contribution, indemnity, reimbursement or similar rights with respect to any payments it makes under this Guaranty until Guaranty, together with all of its other liabilities to all Persons as of the Obligations and any amounts payable under date of this Guaranty have been indefeasibly paid and performed in full and as of any commitments other date on which a transfer is deemed to occur by virtue of the Lenders or facilities provided by Loan Documents, calculated in amount sufficient to pay its probable net liabilities on its existing debts as the Lenders with respect same become absolute and matured ("GUARANTOR'S DATED LIABILITIES") is, and is to the Obligations are terminated. If any amounts are paid to the Guarantor in violation of the foregoing limitationbe, then such amounts shall be held in trust for the benefit of the Beneficiaries and shall forthwith be paid to the Administrative Agent for the benefit of the Beneficiaries to reduce less than the amount of the Obligationsaggregate of the present fair salable value of its property, whether matured or unmatured. (b) The Guarantors hereby agreeand, if different, at a fair valuation thereof, as among themselves, that if any Guarantor or any other guarantor of the Obligations shall become an Excess Funding Guarantor (as defined below) (but subject to the succeeding provisions of this Section 6(b)), to pay to such Excess Funding Guarantor an amount equal to such Guarantor’s Pro Rata Share (as defined below and determined, for this purpose, without reference to the properties, assets, liabilities and debts of such Excess Funding Guarantor) of such Excess Payment corresponding date (as defined below"GUARANTOR'S DATED ASSETS"). The payment obligation of any To this end, Guarantor to any Excess Funding Guarantor under this Section 6(b) shall be subordinate and subject in right of payment to the prior payment in full of the obligations of such Guarantor under the other provisions of this Guaranty, and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such excess except as provided in Section 6(a) above or in any similar provision of any other guaranty of the Obligations. For purposes hereof, (i) “Excess Funding grants to and recognizes in each Obligor ratably rights of subrogation and contribution in the amount, if any, by which Guarantor” shall mean's Dated Assets, but for the aggregate of subrogation and contribution rights in respect its favor recognized in all the Guaranties, would exceed Guarantor's Dated Liabilities or, as the case may be, (ii) acknowledges receipt of any obligations arising under and recognizes rights of subrogation and contribution ratably from each Obligor in the other provisions of this Guaranty and any similar provisions of any other guaranty of the Obligations (hereafteramount, the “Guarantied Obligations”)if any, a Guarantor or any other guarantor of the Obligationsby which Guarantor's Dated