Common use of Contribution and Indemnification Clause in Contracts

Contribution and Indemnification. Pursuant to the terms of the Credit Agreement, Borrower has been extended credit. In connection with the Loan, and as a condition to Administrative Agent and Lenders entering into the Credit Agreement and making the Advance of the Loan, the Guarantor Subsidiaries have jointly and severally guaranteed payment in full of the Obligations (as defined in the Credit Agreement). The board of directors, managers or partners, as the case may be, of each Guarantor Subsidiary has determined that such Guarantor Subsidiary will receive direct and/or indirect benefits from the making of the Advance pursuant to the Credit Agreement. The aggregate amount of benefits obtained directly or indirectly by any Credit Party, and not repaid by Borrower or another Credit Party, is referred to herein as the “Obtained Benefit.” In the event that any Guarantor Subsidiary (in such capacity, an “Indemnitee”) pays (whether through direct payments or as a result of providing collateral for the Obligations) any amounts on the Obligations in excess of such Guarantor Subsidiary’s Obtained Benefit (the “Excess Payments”), the Indemnitee shall be entitled to make demand on Borrower for such Excess Payments, and, to the extent not recovered from Borrower, to receive from each other Guarantor Subsidiary that received an Obtained Benefit (in such capacity, “Indemnitor”), such Indemnitor’s Contribution Percentage of the Excess Payment. If any Indemnitor is unable to pay the Contribution Percentage of the Excess Payment, each Guarantor Subsidiary agrees to

Contribution and Indemnification. Pursuant to the terms of the Credit Agreement, Borrower has been extended credit. In connection with the Loan, and as a condition to Administrative Agent and Lenders entering into the Credit Agreement and making the Advance of the Loan, the Guarantor Subsidiaries have jointly and severally guaranteed payment in full of the Obligations (as defined in the Credit Agreement). The board of directors, managers or partners, as the case may be, of each Guarantor Subsidiary has determined that such Guarantor Subsidiary will receive direct and/or indirect benefits from the making of the Advance pursuant to the Credit Agreement. The aggregate amount of benefits obtained directly or indirectly by any Credit Party, and not repaid by Borrower or another Credit Party, is referred to herein as the “Obtained Benefit.” In the event that any Guarantor Subsidiary (in such capacity, an “Indemnitee”) of the Borrowers pays (whether through direct payments or as a result of providing collateral Collateral for the Obligations) any amounts on the Obligations in excess of such Guarantor Subsidiarythe relevant Borrower’s Obtained Benefit (the “Excess Payments”), the Indemnitee relevant Borrower shall be entitled to make demand on Borrower the other Borrowers for such Excess Payments, and, to the extent not recovered from Borrower, and to receive from each other Guarantor Subsidiary Borrower that received an Obtained Benefit (in such capacity, “Indemnitor”)Benefit, such IndemnitorBorrower’s Contribution Percentage of the Excess Payment. If any Indemnitor party obligated to make such a payment is unable to pay the Contribution Percentage of the Excess Payment, each Guarantor Subsidiary other Borrower agrees toto make a contribution to the party entitled to such payment to the extent necessary so that each Borrower shares equally the liability for such Excess Payment in relation to the relative Obtained Benefit received by such Borrower. In such regard, to the maximum extent permitted by law, each Borrower shall indemnify, defend and hold harmless the other Borrowers from and against such Borrower’s contribution percentage of any and all liability, claims, costs and expenses (including reasonable attorneys’ fees and expenses) arising with respect to the Obligations and exceeding such other Borrower’s obtained benefit as provided herein. Any amount due under this Section 9.20 shall be due and payable within ten days of demand therefor by the party entitled to payment and shall be made to the party entitled thereto at the address for notices to the Borrowers under this Agreement, in immediately available funds, not later than 2:00 p.m., Pacific Standard or Daylight Time, on the date on which such payment shall come due. The remedies available to any of the Borrowers pursuant to the provisions of this Section 9.20 are not exclusive. All rights and claims of contribution, indemnification and reimbursement under this Section 9.20 shall be subordinate in right of payment to the prior payment in full of all principal of and interest on the Loan and all fees payable hereunder. The provisions of this Section 9.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification. Pursuant to the terms of the Credit Agreement, Borrower has been extended credit. In connection with the Loan, and as a condition to Administrative Agent and Lenders entering into the Credit Agreement and making the Advance of the Loan, the Guarantor Subsidiaries have jointly and severally guaranteed payment in full of the Obligations (as defined in the Credit Agreement). The board of directors, managers or partners, as the case may be, of each Guarantor Subsidiary has determined that such Guarantor Subsidiary will receive direct and/or indirect benefits from the making of the Advance pursuant to the Credit Agreement. The aggregate amount of benefits obtained directly or indirectly by any Credit Party, and not repaid by Borrower or another Credit Party, is referred to herein as the “Obtained Benefit.” In the event that any Guarantor Subsidiary (in such capacity, an “Indemnitee”) pays (whether through direct payments or as a result of providing collateral Collateral for the Obligations) any amounts on the Obligations in excess of such Guarantor SubsidiaryGuarantor’s Obtained Benefit (the “Excess Payments”), the Indemnitee such Guarantor shall be entitled to make demand on the Borrower for such Excess Payments, and, to the extent not recovered from the Borrower, to receive from each other Guarantor Subsidiary that received an Obtained Benefit (in such capacity, “Indemnitor”)Benefit, such IndemnitorGuarantor’s Contribution Percentage of the Excess Payment. If any Indemnitor party obligated to make such a payment is unable to pay the Contribution Percentage of the Excess Payment, each Guarantor Subsidiary agrees toto make a contribution to the party entitled to such payment to the extent necessary so that each Guarantor shares equally the liability for such Excess Payment in relation to the relative Obtained Benefit received by such Guarantor. In such regard, to the maximum extent permitted by law, each Guarantor shall indemnify, defend and hold harmless the other Guarantors from and against any and all liability, claims, costs and expenses (including reasonable attorneys’ fees and expenses) arising with respect to the Obligations and exceeding such other Guarantor’s Obtained Benefit or Contribution Percentage thereof as provided herein. Any amount due under this Section 9.20 shall be due and payable within ten days of demand therefor by the party entitled to payment and shall be made to the party entitled thereto at the Borrower’s address for notices under this Agreement, in immediately available funds, not later than 2:00 p.m., Central Standard or Daylight Time, on the date on which such payment shall come due. The remedies available to any Guarantor pursuant to the provisions of this Section 9.20 are not exclusive. All rights and claims of contribution, indemnification and reimbursement under this Section 9.20 shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 9.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification. Pursuant to the terms of the Credit Agreement, Borrower has been extended credit. In connection with the Loansuch extension of credit, and as a condition to Administrative Agent and Lenders entering into the Credit Agreement and making the Advance Loans or issuing Letters of the LoanCredit thereunder, the Guarantor Subsidiaries have jointly and severally guaranteed payment in full of the Obligations (as defined in the Credit Agreement). The board of directors, managers or partners, as the case may be, of each Guarantor Subsidiary has determined that such Guarantor Subsidiary will receive direct and/or indirect benefits from the making of the Advance Loans or issuance of Letters of Credit pursuant to the Credit Agreement. The aggregate amount of benefits obtained directly or indirectly by any Credit Party, and not repaid by Borrower or another Credit Party, is referred to herein as the “Obtained Benefit.” In the event that any Guarantor Subsidiary (in such capacity, an “Indemnitee”) pays (whether through direct payments or as a result of providing collateral for the Obligations) any amounts on the Obligations in excess of such Guarantor Subsidiary’s Obtained Benefit (the “Excess Payments”), the Indemnitee shall be entitled to make demand on Borrower for such Excess Payments, and, to the extent not recovered from Borrower, to receive from each other Guarantor Subsidiary that received an Obtained Benefit (in such capacity, “Indemnitor”), such Indemnitor’s Contribution Percentage of the Excess Payment. If any Indemnitor is unable to pay the Contribution Percentage of the Excess Payment, each Guarantor Subsidiary agrees toto make a contribution to the Indemnitee to the extent necessary so that each Guarantor Subsidiary shares equally the liability for such Excess Payment in relation to the relative Obtained Benefit received by such Guarantor Subsidiary. IN SUCH REGARD, TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH GUARANTOR SUBSIDIARY SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS THE OTHER GUARANTOR SUBSIDIARIES FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPENSES) ARISING WITH RESPECT TO THE OBLIGATIONS AND EXCEEDING THE INDEMNITEE’S OBTAINED BENEFIT OR CONTRIBUTION PERCENTAGE THEREOF AS PROVIDED HEREIN.

Contribution and Indemnification. Pursuant to the terms of the Credit Agreement, Borrower has been extended credit. In connection with the Loan, and as a condition to Administrative Agent and Lenders entering into the Credit Agreement and making the Advance of the Loan, the Guarantor Subsidiaries have jointly and severally guaranteed payment in full of the Obligations (as defined in the Credit Agreement). The board of directors, managers or partners, as the case may be, of each Guarantor Subsidiary has determined that such Guarantor Subsidiary will receive direct and/or indirect benefits from the making of the Advance pursuant to the Credit Agreement. The aggregate amount of benefits obtained directly or indirectly by any Credit Party, and not repaid by Borrower or another Credit Party, is referred to herein as the “Obtained Benefit.” In the event that any Guarantor Subsidiary (in such capacity, an “Indemnitee”) Credit Party pays (whether through direct payments or as a result of providing collateral Collateral for the Obligations) any amounts on the Obligations in excess of such Guarantor Subsidiary’s Credit Party's Obtained Benefit (the “"Excess Payments”"), the Indemnitee such Credit Party shall be entitled to make demand on Borrower the other Credit Parties for such Excess Payments, and, to the extent not recovered from Borrower, and to receive from each other Guarantor Subsidiary Credit Party that received an Obtained Benefit (in such capacity, “Indemnitor”)Benefit, such Indemnitor’s Credit Party Contribution Percentage of the Excess Payment. If any Indemnitor party obligated to make such a payment is unable to pay the Contribution Percentage of the Excess Payment, each Guarantor Subsidiary other Credit Party agrees toto make a contribution to the party entitled to such payment to the extent necessary so that each Credit Party shares equally the liability for such Excess Payment in relation to the relative Obtained Benefit received by such Credit Party. IN SUCH REGARD, TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH CREDIT PARTY SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE OTHER CREDIT PARTIES FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES) ARISING WITH RESPECT TO THE OBLIGATIONS AND EXCEEDING SUCH OTHER CREDIT PARTY'S OBTAINED BENEFIT OR CONTRIBUTION PERCENTAGE THEREOF AS PROVIDED HEREIN. Any amount due under this Section 9.20 shall be due and payable within ten days of demand therefor by the party entitled to payment and shall be made to the party entitled thereto at the address for notices to the Credit Parties under this Agreement, in immediately available funds, not later than 2:00 p.m., Central Standard or Daylight Time, on the date on which such payment shall come due. The remedies available to any Credit Party pursuant to the provisions of this Section 9.20 are not exclusive. All rights and claims of contribution, indemnification and reimbursement under this Section 9.20 shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 9.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification. Pursuant to the terms of the Credit Agreement, Borrower has been extended credit. In connection with the Loan, and as a condition to Administrative Agent and Lenders entering into the Credit Agreement and making the Advance of the Loan, the Guarantor Subsidiaries have jointly and severally guaranteed payment in full of the Obligations (as defined in the Credit Agreement). The board of directors, managers or partners, as the case may be, of each Guarantor Subsidiary has determined that such Guarantor Subsidiary will receive direct and/or indirect benefits from the making of the Advance pursuant to the Credit Agreement. The aggregate amount of benefits obtained directly or indirectly by any Credit Party, and not repaid by Borrower or another Credit Party, is referred to herein as the “Obtained Benefit.” In the event that any Guarantor Subsidiary (in such capacity, an “Indemnitee”) pays (whether through direct payments or as a result of providing collateral Collateral for the Obligations) any amounts on the Obligations in excess of such Guarantor SubsidiaryGuarantor’s Obtained Benefit (the “Excess Payments”), the Indemnitee such Guarantor shall be entitled to make demand on the Borrower for such Excess Payments, and, to the extent not recovered from the Borrower, to receive from each other Guarantor Subsidiary that received an Obtained Benefit (in such capacity, “Indemnitor”)Benefit, such IndemnitorGuarantor’s Contribution Percentage of the Excess Payment. If any Indemnitor party obligated to make such a payment is unable to pay the Contribution Percentage of the Excess Payment, each Guarantor Subsidiary agrees toto make a contribution to the party entitled to such payment to the extent necessary so that each Guarantor shares equally the liability for such Excess Payment in relation to the relative Obtained Benefit received by such Guarantor. IN SUCH REGARD, TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH GUARANTOR SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE OTHER GUARANTORS FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPENSES) ARISING WITH RESPECT TO THE OBLIGATIONS AND EXCEEDING SUCH OTHER GUARANTOR’S OBTAINED BENEFIT OR CONTRIBUTION PERCENTAGE THEREOF AS PROVIDED HEREIN. Any amount due under this Section 9.20 shall be due and payable within ten days of demand therefor by the party entitled to payment and shall be made to the party entitled thereto at the Borrower’s address for notices under this Agreement, in immediately available funds, not later than 2:00 p.m., Central Standard or Daylight Time, on the date on which such payment shall come due. The remedies available to any Guarantor pursuant to the provisions of this Section 9.20 are not exclusive. All rights and claims of contribution, indemnification and reimbursement under this Section 9.20 shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 9.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification. Pursuant to the terms of the Credit Agreement, Borrower has been extended credit. In connection with the Loansuch Credit Facilities, and as a condition to Administrative Agent and Lenders entering into the Credit Agreement and making the Advances or Swingline Advance or issuing Letters of the LoanCredit thereunder, the Guarantor Subsidiaries have jointly and severally guaranteed payment in full of the Obligations (as defined in the Credit Agreement). The board of directors, managers or partners, as the case may be, of each Guarantor Subsidiary has determined that such Guarantor Subsidiary will receive direct and/or indirect benefits from the making of the Advance Advances or Swingline Advances or issuance of Letters of Credit pursuant to the Credit Agreement. The aggregate amount of benefits obtained directly or indirectly by any Credit Party, and not repaid by Borrower or another Credit Party, is referred to herein as the “"Obtained Benefit.” " In the event that any Guarantor Subsidiary (in such capacity, an “"Indemnitee”") pays (whether through direct payments or as a result of providing collateral for the Obligations) any amounts on the Obligations in excess of such Guarantor Subsidiary’s 's Obtained Benefit (the “"Excess Payments”"), the Indemnitee shall be entitled to make demand on Borrower for such Excess Payments, and, to the extent not recovered from Borrower, to receive from each other Guarantor Subsidiary that received an Obtained Benefit (in such capacity, “"Indemnitor”"), such Indemnitor’s 's Contribution Percentage of the Excess Payment. If any Indemnitor is unable to pay the Contribution Percentage of the Excess Payment, each Guarantor Subsidiary agrees toto make a contribution to the Indemnitee to the extent necessary so that each Guarantor Subsidiary shares equally the liability for such Excess Payment in relation to the relative Obtained Benefit received by such Guarantor Subsidiary. IN SUCH REGARD, TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH GUARANTOR SUBSIDIARY SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS THE OTHER GUARANTOR SUBSIDIARIES FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES) ARISING WITH RESPECT TO THE OBLIGATIONS AND EXCEEDING THE INDEMNITEE'S OBTAINED BENEFIT OR CONTRIBUTION PERCENTAGE THEREOF AS PROVIDED HEREIN.

Contribution and Indemnification. Pursuant You agree to indemnify and hold us harmless and to indemnify and hold harmless each other Member and each person, if any, who controls us or such other Member within the meaning of the Exchange Act, against any and all losses, claims, damages, or liabilities, joint or several (or actions of any nature whatsoever in respect thereof), to which we or any of them may become subject insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based on your giving of unauthorized information or your making of unauthorized representations with respect to the terms Securities, or arise out of or are based on your failure to observe applicable SEC or MSRB rules or other regulatory provisions, or arise out of or are based on the absence of authority on your part to participate in the Account as a Member or to execute, to consummate the transactions contemplated in, or to perform this Agreement, or arise out of or are based on breach or violation of the Credit Agreementlaw of any jurisdiction that restricts, Borrower has been extended creditlimits or prohibits such execution, consummation or performance. In You agree to reimburse each such indemnified party or parties for any legal or other expenses whatsoever reasonably incurred (including fees and disbursements of counsel) in connection with the Loaninvestigating, and as a condition to Administrative Agent and Lenders entering into the Credit Agreement and making the Advance of the Loanpreparing or defending against any such loss, the Guarantor Subsidiaries have jointly and severally guaranteed payment in full of the Obligations (as defined in the Credit Agreement)claim, damage, liability or action. The board of directors, managers or partners, as the case may be, of each Guarantor Subsidiary has determined that such Guarantor Subsidiary will receive direct and/or indirect benefits from the making of the Advance pursuant to the Credit Agreement. The aggregate amount of benefits obtained directly or indirectly by any Credit Party, and not repaid by Borrower or another Credit Party, is referred to herein as the “Obtained Benefit.” In the event that at any Guarantor Subsidiary time any claim or claims are asserted against us, as Manager or otherwise involving the Members generally (other than claims for which there is a right of indemnification pursuant to the preceding paragraph above and for which such right has not been held to be unavailable by a final determination of a court of competent jurisdiction) relating to the sale of the Securities or any of the transactions contemplated by this Agreement, we will be authorized to make such investigation, to retain such counsel and to take such other action as we deem necessary or desirable under the circumstances, including settlement of any such claim or claims if such course of action is recommended by counsel retained by us. You agree to pay to us, at our request and without prior notice of the assertion of any such claim or claims, your share of the expenses (including but not limited to the fees and disbursements of counsel so retained) and the cost of any such settlement, in Pro Rata Proportion to your Participation in the Account, incurred by us in connection with investigating, preparing or defending against or settling such capacityclaim or claims, an “Indemnitee”) pays (whether through direct payments such liability is the result of a judgment against us or as a result of providing collateral for the Obligations) any amounts on the Obligations in excess of such Guarantor Subsidiary’s Obtained Benefit (the “Excess Payments”), the Indemnitee shall be entitled to make demand on Borrower for such Excess Payments, and, to the extent not recovered from Borrower, to receive from each other Guarantor Subsidiary that received an Obtained Benefit (in such capacity, “Indemnitor”), such Indemnitor’s Contribution Percentage of the Excess Payment. If any Indemnitor is unable to pay the Contribution Percentage of the Excess Payment, each Guarantor Subsidiary agrees tosettlement thereof.

Contribution and Indemnification. Pursuant to the terms of the Credit Agreement, Borrower has been extended credit. In connection with the Loan, and as a condition to Administrative Agent and Lenders entering into the Credit Agreement and making the Advance of the Loan, the Guarantor Subsidiaries have jointly and severally guaranteed payment in full of the Obligations (as defined in the Credit Agreement). The board of directors, managers or partners, as the case may be, of each Guarantor Subsidiary has determined that such Guarantor Subsidiary will receive direct and/or indirect benefits from the making of the Advance pursuant to the Credit Agreement. The aggregate amount of benefits obtained directly or indirectly by any Credit Party, and not repaid by Borrower or another Credit Party, is referred to herein as the “Obtained Benefit.” In the event that any Guarantor Subsidiary (in such capacity, an “Indemnitee”) pays (whether through direct payments or as a result of providing collateral Collateral for the Obligations) any amounts on the Obligations in excess of such Guarantor SubsidiaryGuarantor’s Obtained Benefit (the “Excess Payments”), the Indemnitee such Guarantor shall be entitled to make demand on the Borrower for such Excess Payments, and, to the extent not recovered from the Borrower, to receive from each other Guarantor Subsidiary that received an Obtained Benefit (in such capacity, “Indemnitor”)Benefit, such IndemnitorGuarantor’s Contribution Percentage of the Excess Payment. If any Indemnitor party obligated to make such a payment is unable to pay the Contribution Percentage of the Excess Payment, each Guarantor Subsidiary agrees toto make a contribution to the party entitled to such payment to the extent necessary so that each Guarantor shares equally the liability for such Excess Payment in relation to the relative Obtained Benefit received by such Guarantor. IN SUCH REGARD, TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH GUARANTOR SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE OTHER GUARANTORS FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPENSES) ARISING WITH RESPECT TO THE OBLIGATIONS AND EXCEEDING SUCH OTHER GUARANTOR’S OBTAINED BENEFIT OR CONTRIBUTION PERCENTAGE THEREOF AS PROVIDED HEREIN. Any amount due under this Section 9.21 shall be due and payable within ten days of demand therefor by the party entitled to payment and shall be made to the party entitled thereto at the Borrower’s address for notices under this Agreement, in immediately available funds, not later than 2:00 p.m., Central Standard or Daylight Time, on the date on which such payment shall come due. The remedies available to any Guarantor pursuant to the provisions of this Section 9.21 are not exclusive. All rights and claims of contribution, indemnification and reimbursement under this Section 9.21 shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 9.21 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification. Pursuant to the terms of the Credit Agreement, Borrower has been extended credit. In connection with the Loan, and as a condition to Administrative Agent and Lenders entering into the Credit Agreement and making the Advance of the Loan, the Guarantor Subsidiaries have jointly and severally guaranteed payment in full of the Obligations (as defined in the Credit Agreement). The board of directors, managers or partners, as the case may be, of each Guarantor Subsidiary has determined that such Guarantor Subsidiary will receive direct and/or indirect benefits from the making of the Advance pursuant to the Credit Agreement. The aggregate amount of benefits obtained directly or indirectly by any Credit Party, and not repaid by Borrower or another Credit Party, is referred to herein as the “Obtained Benefit.” In the event that any Guarantor Subsidiary (in such capacity, an “Indemnitee”) pays the Borrowers pay (whether through direct payments or as a result of providing collateral Collateral for the Obligations) any amounts on the Obligations in excess of such Guarantor Subsidiary’s the relevant Borrowers’ Obtained Benefit (the “Excess Payments”), the Indemnitee relevant Borrower shall be entitled to make demand on Borrower the other Borrowers for such Excess Payments, and, to the extent not recovered from Borrower, and to receive from each other Guarantor Subsidiary Borrowers that received an Obtained Benefit (in such capacity, “Indemnitor”)Benefit, such Indemnitor’s Borrowers’ Contribution Percentage of the Excess Payment. If any Indemnitor party obligated to make such a payment is unable to pay the Contribution Percentage of the Excess Payment, each Guarantor Subsidiary other Borrowers agrees toto make a contribution to the party entitled to such payment to the extent necessary so that each Borrowers shares equally the liability for such Excess Payment in relation to the relative Obtained Benefit received by such Borrowers. In such regard, to the maximum extent permitted by law, each Borrowers shall indemnify, defend and hold harmless the other Borrowers from and against such Borrowers’ Contribution Percentage of any and all liability, claims, costs and expenses (including reasonable attorneys’ fees and expenses) arising with respect to the Obligations and exceeding such other Borrowers’ Obtained Benefit as provided herein. Any amount due under this Section 9.20 shall be due and payable within ten days of demand therefor by the party entitled to payment and shall be made to the party entitled thereto at the address for notices to the Borrowers under this Agreement, in immediately available funds, not later than 2:00 p.m., Eastern Standard or Daylight Time, on the date on which such payment shall come due. The remedies available to the Borrowers pursuant to the provisions of this Section 9.20 are not exclusive. All rights and claims of contribution, indemnification and reimbursement under this Section 9.20 shall be subordinate in right of payment to the prior payment in full of all principal of and interest on the Term Loan and all fees payable hereunder. The provisions of this Section 9.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification. Pursuant to the terms of the Credit Agreement, Borrower has been extended credit. In connection with the Loan, and as a condition to Administrative Agent and Lenders entering into the Credit Agreement and making the Advance of the Loan, the Guarantor Subsidiaries have jointly and severally guaranteed payment in full of the Obligations (as defined in the Credit Agreement). The board of directors, managers or partners, as the case may be, of each Guarantor Subsidiary has determined that such Guarantor Subsidiary will receive direct and/or indirect benefits from the making of the Advance pursuant to the Credit Agreement. The aggregate amount of benefits obtained directly or indirectly by any Credit Party, and not repaid by Borrower or another Credit Party, is referred to herein as the “"Obtained Benefit.” " In the event that any Guarantor Subsidiary (in such capacity, an “"Indemnitee”") pays (whether through direct payments or as a result of providing collateral for the Obligations) any amounts on the Obligations in excess of such Guarantor Subsidiary’s 's Obtained Benefit (the “"Excess Payments”"), the Indemnitee shall be entitled to make demand on Borrower for such Excess Payments, and, to the extent not recovered from Borrower, to receive from each other Guarantor Subsidiary that received an Obtained Benefit (in such capacity, “"Indemnitor”"), such Indemnitor’s 's Contribution Percentage of the Excess Payment. If any Indemnitor is unable to pay the Contribution Percentage of the Excess Payment, each Guarantor Subsidiary agrees toto make a contribution to the Indemnitee to the extent necessary so that each Guarantor Subsidiary shares equally the liability for such Excess Payment in relation to the relative Obtained Benefit received by such Guarantor Subsidiary. IN SUCH REGARD, TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH GUARANTOR SUBSIDIARY SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS THE OTHER GUARANTOR SUBSIDIARIES FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES) ARISING WITH RESPECT TO THE OBLIGATIONS AND EXCEEDING THE INDEMNITEE'S OBTAINED BENEFIT OR CONTRIBUTION PERCENTAGE THEREOF AS PROVIDED HEREIN.

Contribution and Indemnification. Pursuant to the terms of the Credit Agreement, Borrower has been extended credit. In connection with the Loansuch Credit Facilities, and as a condition to Administrative Agent and Lenders entering into the Credit Agreement and making the Advance Loans or issuing Letters of the LoanCredit thereunder, the Guarantor Subsidiaries have jointly and severally guaranteed payment in full of the Obligations (as defined in the Credit Agreement). The board of directors, managers or partners, as the case may be, of each Guarantor Subsidiary has determined that such Guarantor Subsidiary will receive direct and/or indirect benefits from the making of the Advance Loans or issuance of Letters of Credit pursuant to the Credit Agreement. The aggregate amount of benefits obtained directly or indirectly by any Credit Party, and not repaid by Borrower or another Credit Party, is referred to herein as the “Obtained Benefit.” In the event that any Guarantor Subsidiary (in such capacity, an “Indemnitee”) pays (whether through direct payments or as a result of providing collateral for the Obligations) any amounts on the Obligations in excess of such Guarantor Subsidiary’s Obtained Benefit (the “Excess Payments”), the Indemnitee shall be entitled to make Table of Contents demand on Borrower for such Excess Payments, and, to the extent not recovered from Borrower, to receive from each other Guarantor Subsidiary that received an Obtained Benefit (in such capacity, “Indemnitor”), such Indemnitor’s Contribution Percentage of the Excess Payment. If any Indemnitor is unable to pay the Contribution Percentage of the Excess Payment, each Guarantor Subsidiary agrees toto make a contribution to the Indemnitee to the extent necessary so that each Guarantor Subsidiary shares equally the liability for such Excess Payment in relation to the relative Obtained Benefit received by such Guarantor Subsidiary. IN SUCH REGARD, TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH GUARANTOR SUBSIDIARY SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS THE OTHER GUARANTOR SUBSIDIARIES FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPENSES) ARISING WITH RESPECT TO THE OBLIGATIONS AND EXCEEDING THE INDEMNITEE’S OBTAINED BENEFIT OR CONTRIBUTION PERCENTAGE THEREOF AS PROVIDED HEREIN.

Contribution and Indemnification. Pursuant The Borrower and each Guarantor (collectively the “Obligors” and each an “Obligor”) agree that while their respective obligations to the terms Lender under the Loan Documents are joint and several as to the Lender, each of the Credit AgreementObligors shall be liable as among other Obligors only for its Proportionate Share of the indebtedness guaranteed or secured or otherwise assumed pursuant to the applicable Loan Document calculated as of the time the applicable portion of such indebtedness was incurred. If at any time any Obligor (an “Indemnified Obligor”) makes any payment to the Lender or otherwise incurs any other expenses (collectively, Borrower the “Indemnified Outlay”) under the Loan Documents, the Indemnified Obligor shall have the right to make demand on any or all of the other Obligors (each an “Indemnifying Obligor”) for the payment to the Indemnified Obligor of the amount (the “Excess Amount”) by which the Indemnified Outlay exceeds the Indemnified Obligor’s Proportionate Share of the Indemnified Outlay and thereupon the Indemnifying Obligors upon which demand has been extended credit. In connection with so made shall pay to the LoanIndemnified Obligor the Excess Amount; provided, and as a condition however, that no Indemnifying Obligor shall be liable to Administrative Agent and Lenders entering into pay to any Indemnified Obligor for more than the Credit Agreement and making the Advance Proportionate Share of the Loan, Indemnifying Obligor of the Excess Amount. The remedies available to any Guarantor Subsidiaries have jointly pursuant to the provisions of this Section 8.20 are not exclusive. All rights and severally guaranteed claims of contribution and reimbursement under this Section 8.20 shall be subordinate in right of payment to the prior payment in full of the Obligations (as defined in the Credit Agreement)Obligations. The board provisions of directors, managers or partners, as the case may be, of each Guarantor Subsidiary has determined that such Guarantor Subsidiary will receive direct and/or indirect benefits from the making of the Advance pursuant to the Credit Agreement. The aggregate amount of benefits obtained directly or indirectly by any Credit Party, and not repaid by Borrower or another Credit Party, is referred to herein as the “Obtained Benefit.” In the event that any Guarantor Subsidiary (in such capacity, an “Indemnitee”) pays (whether through direct payments or as a result of providing collateral for the Obligations) any amounts on the Obligations in excess of such Guarantor Subsidiary’s Obtained Benefit (the “Excess Payments”), the Indemnitee shall be entitled to make demand on Borrower for such Excess Payments, andthis Section 8.20 shall, to the extent not recovered from Borrowerexpressly inconsistent with any provision in any Loan Document, to receive from each other Guarantor Subsidiary that received an Obtained Benefit (in supersede such capacity, “Indemnitor”), such Indemnitor’s Contribution Percentage of the Excess Payment. If any Indemnitor is unable to pay the Contribution Percentage of the Excess Payment, each Guarantor Subsidiary agrees toinconsistent provision.

Contribution and Indemnification. Pursuant to the terms of the Credit Agreement, Borrower has been extended credit. In connection with the Loansuch Credit Facilities, and as a condition to Administrative Agent and Lenders entering into the Credit Agreement and making the Advance Loans or issuing Letters of the LoanCredit thereunder, the Guarantor Subsidiaries have jointly and severally guaranteed payment in full of the Obligations (as defined in the Credit Agreement). The board of directors, managers or partners, as the case may be, of each Guarantor Subsidiary has determined that such Guarantor Subsidiary will receive direct and/or indirect benefits from the making of the Advance Loans or issuance of Letters of Credit pursuant to the Credit Agreement. The aggregate amount of benefits obtained directly or indirectly by any Credit Party, and not repaid by Borrower or another Credit EXHIBIT H - SECOND AMENDED AND RESTATED CREDIT AGREEMENT (Camden Property Trust) Page 2 Party, is referred to herein as the “Obtained Benefit.” In the event that any Guarantor Subsidiary (in such capacity, an “Indemnitee”) pays (whether through direct payments or as a result of providing collateral for the Obligations) any amounts on the Obligations in excess of such Guarantor Subsidiary’s Obtained Benefit (the “Excess Payments”), the Indemnitee shall be entitled to make demand on Borrower for such Excess Payments, and, to the extent not recovered from Borrower, to receive from each other Guarantor Subsidiary that received an Obtained Benefit (in such capacity, “Indemnitor”), such Indemnitor’s Contribution Percentage of the Excess Payment. If any Indemnitor is unable to pay the Contribution Percentage of the Excess Payment, each Guarantor Subsidiary agrees toto make a contribution to the Indemnitee to the extent necessary so that each Guarantor Subsidiary shares equally the liability for such Excess Payment in relation to the relative Obtained Benefit received by such Guarantor Subsidiary. IN SUCH REGARD, TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH GUARANTOR SUBSIDIARY SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS THE OTHER GUARANTOR SUBSIDIARIES FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPENSES) ARISING WITH RESPECT TO THE OBLIGATIONS AND EXCEEDING THE INDEMNITEE’S OBTAINED BENEFIT OR CONTRIBUTION PERCENTAGE THEREOF AS PROVIDED HEREIN.

Contribution and Indemnification. Pursuant to the terms of the Credit Agreement, Borrower has been extended credit. In connection with the Loansuch Credit Facilities, and as a condition to Administrative Agent and Lenders entering into the Credit Agreement and making the Advances or Swingline Advance or issuing Letters of the LoanCredit thereunder, the Guarantor Subsidiaries have jointly and severally guaranteed payment in full of the Obligations (as defined in the Credit Agreement). The board of directors, managers or partners, as the case may be, of each Guarantor Subsidiary has determined that such Guarantor Subsidiary will receive direct and/or indirect benefits from the making of the Advance Advances or Swingline Advances or issuance of Letters of Credit pursuant to the Credit Agreement. The aggregate amount of benefits obtained directly or indirectly by any Credit Party, and not repaid by Borrower or another Credit Party, is referred to herein as the “Obtained Benefit.” In the event that any Guarantor Subsidiary (in such capacity, an “Indemnitee”) pays (whether through direct payments or as a result of providing collateral for the Obligations) any amounts on the Obligations in excess of such Guarantor Subsidiary’s Obtained Benefit (the “Excess Payments”), the Indemnitee shall be entitled to make demand on Borrower for such Excess Payments, and, to the extent not recovered from Borrower, to receive from each other Guarantor Subsidiary that received an Obtained Benefit (in such capacity, “Indemnitor”), such Indemnitor’s Contribution Percentage of the Excess Payment. If any Indemnitor is unable to pay the Contribution Percentage of the Excess Payment, each Guarantor Subsidiary agrees toto make a contribution to the Indemnitee to the extent necessary so that each Guarantor Subsidiary shares equally the liability for such Excess Payment in relation to the relative Obtained Benefit received by such Guarantor Subsidiary. IN SUCH REGARD, TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH GUARANTOR SUBSIDIARY SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS THE OTHER GUARANTOR SUBSIDIARIES FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPENSES) ARISING WITH RESPECT TO THE OBLIGATIONS AND EXCEEDING THE INDEMNITEE’S OBTAINED BENEFIT OR CONTRIBUTION PERCENTAGE THEREOF AS PROVIDED HEREIN.

Contribution and Indemnification. Pursuant to the terms of the Credit Agreement, Borrower has been extended credit. In connection with the Loan, and as a condition to Administrative Agent and Lenders entering into the Credit Agreement and making the Advance of the Loan, the Guarantor Subsidiaries have jointly and severally guaranteed payment in full of the Obligations (as defined in the Credit Agreement). The board of directors, managers or partners, as the case may be, of each Guarantor Subsidiary has determined that such Guarantor Subsidiary will receive direct and/or indirect benefits from the making of the Advance pursuant to the Credit Agreement. The aggregate amount of benefits obtained directly or indirectly by any Credit Party, and not repaid by Borrower or another Credit Party, is referred to herein as the “Obtained Benefit.” In the event that any Guarantor Subsidiary (in such capacity, an “Indemnitee”) pays (whether through direct payments or as a result of providing collateral Collateral for the Obligations) any amounts on the Obligations in excess of such Guarantor SubsidiaryGuarantor’s Obtained Benefit (the “Excess Payments”), the Indemnitee such Guarantor shall be entitled to make demand on the Borrower for such Excess Payments, and, to the extent not recovered from the Borrower, to receive from each other Guarantor Subsidiary that received an Obtained Benefit (in such capacity, “Indemnitor”)Benefit, such IndemnitorGuarantor’s Contribution Percentage of the Excess Payment. If any Indemnitor party obligated to make such a payment is unable to pay the Contribution Percentage of the Excess Payment, each Guarantor Subsidiary agrees toto make a contribution to the party entitled to such payment to the extent necessary so that each Guarantor shares equally the liability for such Excess Payment in relation to the relative Obtained Benefit received by such Guarantor. In such regard, to the maximum extent permitted by law, each Guarantor shall indemnify, defend and hold harmless the other Guarantors from and against any and all liability, claims, costs and expenses (including reasonable attorneys’ fees and expenses) arising with respect to the Obligations and exceeding such other Guarantor’s obtained benefit or contribution percentage thereof as provided herein. Any amount due under this Section 8.20 shall be due and payable within ten days of demand therefor by the party entitled to payment and shall be made to the party entitled thereto at the Borrower’s address for notices under this Agreement, in immediately available funds, not later than 2:00 p.m., Central Standard or Daylight Time, on the date on which such payment shall come due. The remedies available to any Guarantor pursuant to the provisions of this Section 8.20 are not exclusive. All rights and claims of contribution, indemnification and reimbursement under this Section 8.20 shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 8.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification. Pursuant (a) The Guarantors acknowledge and agree that it is their intention that, if payment of any Capital Contribution Amount is required to the terms of the Credit Agreement, Borrower has been extended credit. In connection with the Loan, and as a condition to Administrative Agent and Lenders entering into the Credit Agreement and making the Advance of the Loan, the Guarantor Subsidiaries have jointly and severally guaranteed payment in full of the Obligations (as defined in the Credit Agreement). The board of directors, managers or partners, as the case may be, of each Guarantor Subsidiary has determined that such Guarantor Subsidiary will receive direct and/or indirect benefits from the making of the Advance be made pursuant to the Credit Agreement. The Guarantees, the aggregate amount of benefits obtained directly or indirectly by any Credit Partysuch payments (the "Total Liability Amount") shall be shared by, and not repaid by Borrower or another Credit Party, is allocated between each of CKP and WWSB in accordance with the percentages set forth opposite their respective names as set forth on Schedule A attached hereto and made a part hereof (such percentage hereinafter referred to herein as the “Obtained Benefit.” "Designated Percentage" of such Guarantor). Accordingly, each Guarantor severally agrees (subject to the provisions of Section 3 hereof) that, if any required payment of the Total Liability Amount (the "Required Payment Amount") is made by, or demanded of, a Guarantor (the "Claiming Guarantor") under the Guarantees, the other Guarantor shall immediately indemnify the Claiming Guarantor and pay the Claiming Guarantor (if and only if the Claiming Guarantor has made a payment under the Guaranty), or by directly paying the Investors or any other third party designated by the Claiming Guarantor (if a payment has been demanded of the Claiming Guarantor, but the Claiming Guarantor has not made such payment), an amount equal to the product obtained by multiplying the Required Payment Amount by the Designated Percentage of such other Guarantor. In the event that both Guarantors are required to make payments of any Required Payment Amount pursuant to the Guaranty, the Guarantors shall, in good faith, make such adjustments in the amounts that each is required to pay (whether directly pursuant to the Guaranty or pursuant to the provisions of this Agreement), so that each such Guarantor Subsidiary shall be required to pay no more than his or her Designated Percentage of the aggregate Required Payment Amount. (b) When a Claiming Guarantor receives a demand for payment, or makes a payment, under the Guaranty, as applicable, such Claiming Guarantor shall notify the other Guarantor, which notice (the "Notice") shall constitute a demand for payment from such other Guarantor pursuant to this Section 1 and shall contain a copy of any payment notice received by such Claiming Guarantor and evidence of any payment made. (c) Any Guarantor making a payment pursuant to this Section 1 shall be subrogated to the rights of the Claiming Guarantor, or such other third party to whom such payment is made to the extent of such payment. (d) In the event that one or both of the Guarantors becomes a party to any action or proceeding in which claims are asserted against such Guarantor(s) seeking to require the Guarantor(s) to pay amounts pursuant to the Guaranty, the other Guarantor (if applicable) agrees that, if the Guarantor(s) brings a third party action against any one or more of the other Guarantor in such action or proceeding (in such capacitywhich the basis of the claim of the third party plaintiff Guarantor is that the other Guarantor (if applicable) are liable, an “Indemnitee”) pays (whether through direct payments or as a result of providing collateral up to their respective Designated Percentages, for the Obligations) any amounts on claim being asserted against the Obligations in excess of such Guarantor Subsidiary’s Obtained Benefit (the “Excess Payments”third party plaintiff Guarantor), the Indemnitee other Guarantor (if applicable): (i) shall submit to the jurisdiction of the court in which such action or proceeding is pending; and (ii) unconditionally waives and agrees not to assert by way of motion, as a defense or otherwise any claims that he or she is not subject to the jurisdiction of such court, that such action is brought in an inconvenient forum or that the venue of such action or proceeding is improper. Each Guarantor irrevocably waives trial by jury in connection with any such third party action or proceeding. (e) Notwithstanding anything to the contrary herein, or in any other agreements executed concurrently herewith, any and all payments owed to the Investors ("Installment Payments") pursuant to that certain Installment Payment Agreement (the "Installment Payment Agreement"), dated as of June 30, 2004, as amended as of the date hereof, are the sole responsibility of CKP and are outside the purview and scope of this Agreement. CKP acknowledges and agrees that WWSB shall have no contribution or indemnification obligations with respect to any Installment Payments, and shall not be entitled to make demand on Borrower liable for such Excess Paymentspayments. CKP agrees that, andif any Installment Payment is made by, to the extent not recovered from Borroweror demanded of, to receive from each other Guarantor Subsidiary that received an Obtained Benefit WWSB, CKP shall immediately indemnify WWSB and pay WWSB (in such capacity, “Indemnitor”if and only if WWSB has made a payment), or by directly paying the Investors or any other third party designated by WWSB (if a payment has been demanded of WWSB, but WWSB has not made such Indemnitor’s Contribution Percentage payment), the amount of such payment, plus any fees, costs and disbursements incurred by WWSB in connection with the Excess Payment. If any Indemnitor is unable to pay the Contribution Percentage enforcement of the Excess Payment, each Guarantor Subsidiary agrees tothis Section 1(e).

Contribution and Indemnification. Pursuant to the terms of the Credit Agreement, Borrower has been extended credit. In connection with the Loansuch Credit Facilities, and as a condition to Administrative Agent and Lenders entering into the Credit Agreement and making the Advance Loans or issuing Letters of the LoanCredit thereunder, the Guarantor Subsidiaries have jointly and severally guaranteed payment in full of the Obligations (as defined in the Credit Agreement). The board of directors, managers or partners, as the case may be, of each Guarantor Subsidiary has determined that such Guarantor Subsidiary will receive direct and/or indirect benefits from the making of the Advance Loans or issuance of Letters of Credit pursuant to the Credit Agreement. The aggregate amount of benefits obtained directly or indirectly by any Credit Party, and not repaid by Borrower or another Credit Party, is referred to herein as the “Obtained Benefit.” In the event that any Guarantor Subsidiary (in such capacity, an “Indemnitee”) pays (whether through direct payments or as a result of providing collateral for the Obligations) any amounts on the Obligations in excess of such Guarantor Subsidiary’s Obtained Benefit (the “Excess Payments”), the Indemnitee shall be entitled to make demand on Borrower for such Excess Payments, and, to the extent not recovered from Borrower, to receive from each other Guarantor Subsidiary that received an Obtained Benefit (in such capacity, “Indemnitor”), such Indemnitor’s Contribution Percentage of the Excess Payment. If any Indemnitor is unable to pay the Contribution Percentage of the Excess Payment, each Guarantor Subsidiary agrees toto make a contribution to the Indemnitee to the extent necessary so that each Guarantor Subsidiary shares equally the liability for such Excess Payment in relation to the relative Obtained Benefit received by such Guarantor Subsidiary. IN SUCH REGARD, TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH GUARANTOR SUBSIDIARY SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS THE OTHER GUARANTOR SUBSIDIARIES FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPENSES) ARISING WITH RESPECT TO THE OBLIGATIONS AND EXCEEDING THE INDEMNITEE’S OBTAINED BENEFIT OR CONTRIBUTION PERCENTAGE THEREOF AS PROVIDED HEREIN.

Contribution and Indemnification. Pursuant to the terms of the Credit Agreement, Borrower has been extended credit. In connection with the Loan, and as a condition to Administrative Agent and Lenders entering into the Credit Agreement and making the Advance of the Loan, the Guarantor Subsidiaries have jointly and severally guaranteed payment in full of the Obligations (as defined in the Credit Agreement). The board of directors, managers or partners, as the case may be, of each Guarantor Subsidiary has determined that such Guarantor Subsidiary will receive direct and/or indirect benefits from the making of the Advance pursuant to the Credit Agreement. The aggregate amount of benefits obtained directly or indirectly by any Credit Party, and not repaid by Borrower or another Credit Party, is referred to herein as the “Obtained Benefit.” In the event that any Guarantor Subsidiary (in such capacity, an “Indemnitee”) Credit Party pays (whether through direct payments or as a result of providing collateral Collateral for the Obligations) any amounts on the Obligations in excess of such Guarantor SubsidiaryCredit Party’s Obtained Benefit (the “Excess Payments”), the Indemnitee such Credit Party shall be entitled to make demand on Borrower the other Credit Parties for such Excess Payments, and, to the extent not recovered from Borrower, and to receive from each other Guarantor Subsidiary Credit Party that received an Obtained Benefit (in such capacity, “Indemnitor”)Benefit, such Indemnitor’s Credit Party Contribution Percentage of the Excess Payment. If any Indemnitor party obligated to make such a payment is unable to pay the Contribution Percentage of the Excess Payment, each Guarantor Subsidiary other Credit Party agrees toto make a contribution to the party entitled to such payment to the extent necessary so that each Credit Party shares equally the liability for such Excess Payment in relation to the relative Obtained Benefit received by such Credit Party. IN SUCH REGARD, TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH CREDIT PARTY SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE OTHER CREDIT PARTIES FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPENSES) ARISING WITH RESPECT TO THE OBLIGATIONS AND EXCEEDING SUCH OTHER CREDIT PARTY’S OBTAINED BENEFIT OR CONTRIBUTION PERCENTAGE THEREOF AS PROVIDED HEREIN. Any amount due under this Section 9.20 shall be due and payable within ten days of demand therefor by the party entitled to payment and shall be made to the party entitled thereto at the address for notices to the Credit Parties under this Agreement, in immediately available funds, not later than 2:00 p.m., Central Standard or Daylight Time, on the date on which such payment shall come due. The remedies available to any Credit Party pursuant to the provisions of this Section 9.20 are not exclusive. All rights and claims of contribution, indemnification and reimbursement under this Section 9.20 shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 9.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification. Pursuant to the terms of the Credit Agreement, Borrower has been extended credit. In connection with the Loan, and as a condition to Administrative Agent and Lenders entering into the Credit Agreement and making the Advance of the Loan, the Guarantor Subsidiaries have jointly and severally guaranteed payment in full of the Obligations (as defined in the Credit Agreement). The board of directors, managers or partners, as the case may be, of each Guarantor Subsidiary has determined that such Guarantor Subsidiary will receive direct and/or indirect benefits from the making of the Advance pursuant to the Credit Agreement. The aggregate amount of benefits obtained directly or indirectly by any Credit Party, and not repaid by Borrower or another Credit Party, is referred to herein as the “Obtained Benefit.” In the event that any Guarantor Subsidiary (in such capacity, an “Indemnitee”) pays (whether through direct payments or as a result of providing collateral Collateral for the Obligations) any amounts on the Obligations in excess of such Guarantor SubsidiaryGuarantor’s Obtained Benefit (the “Excess Payments”), the Indemnitee such Guarantor shall be entitled to make demand on the Borrower for such Excess Payments, and, to the extent not recovered from the Borrower, to receive from each other Guarantor Subsidiary that received an Obtained Benefit (in such capacity, “Indemnitor”)Benefit, such IndemnitorGuarantor’s Contribution Percentage of the Excess Payment. If any Indemnitor party obligated to make such a payment is unable to pay the Contribution Percentage of the Excess Payment, each Guarantor Subsidiary agrees toto make a contribution to the party entitled to such payment to the extent necessary so that each Guarantor shares equally the liability for such Excess Payment in relation to the relative Obtained Benefit received by such Guarantor. IN SUCH REGARD, TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH GUARANTOR SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE OTHER GUARANTORS FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES) ARISING WITH RESPECT TO THE OBLIGATIONS AND EXCEEDING SUCH OTHER GUARANTOR'S OBTAINED BENEFIT OR CONTRIBUTION PERCENTAGE THEREOF AS PROVIDED HEREIN. Any amount due under this Section 8.20 shall be due and payable within ten days of demand therefor by the party entitled to payment and shall be made to the party entitled thereto at the Borrower’s address for notices under this Agreement, in immediately available funds, not later than 2:00 p.m., Central Standard or Daylight Time, on the date on which such payment shall come due. The remedies available to any Guarantor pursuant to the provisions of this Section 8.20 are not exclusive. All rights and claims of contribution, indemnification and reimbursement under this Section 8.20 shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 8.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.

Contribution and Indemnification. Pursuant (1) The Applicant is responsible for the procedures for the waiver of joint and several liability under Article 530-9 of the Commercial Code and the amendment to certain terms under the underlying agreement with respect to the Guaranteed Obligations and the Bank only has a responsibility under this Agreement and the Payment Guarantees. (2) With respect to each of items 1 through 4 below which may arise in connection with the exemption from joint and several liability among the Applicant and the Gencos and the amendment to the terms under the Guaranteed Securities, the Applicant hereby agrees to hold harmless and indemnify the Bank from and against any loss, cost, action or claim whatsoever arising out of or based upon (i) any untrue statement contained therein, (ii) the omission to state any material fact necessary to make the statements therein not misleading, (iii) any failure by the Applicant to perform its obligation thereunder, (iv) any failure by the Applicant to comply therewith, or (v) any other reason not attributable to the Bank. 1. Any matter referred to in the Guaranteed Securities, any and all agreements relating to the Guaranteed Securities (excluding the Payment Guarantees) or any and all instruments and agreements providing for amendment, variation or waiver of the Credit AgreementGuaranteed Securities or any and all agreements relating thereto (collectively, Borrower has been extended creditthe "Related Documents"); 2. In Any matters relating to the process of obtaining consents for the waiver of joint and several liability and the amendment to default provision, including but not limited to convening of the bondholders' meeting or obtaining approval from a competent court for that purpose; 3. Any matters relating only to the Applicant but not relating to the Bank including those relating to the documents registered with or submitted to the SEC or other foreign securities regulatory authority by the Applicant; and/or 4. Any matters relating to the information provided by the Applicant to the Bank, which is or will be contained in the documents registered with or submitted to the SEC or other foreign securities regulatory authority by the Bank. (3) The Bank hereby agrees to hold harmless and indemnify the Applicant from and against any loss, cost, action or claim whatsoever arising out of or based upon (i) any untrue statement contained in any document prepared by the Bank (the "KDB Documents"), (ii) the omission to state any material fact necessary to make the statements in the KDB Documents not misleading, (iii) any failure by the Bank to perform its obligation, (iv) any failure by the Bank to comply therewith, or (v) any other reason not attributable to the Applicant, in connection with the Loan, and as a condition to Administrative Agent and Lenders entering into the Credit Agreement and making the Advance performance of the Loan, Bank's obligations under the Guarantor Subsidiaries have jointly and severally guaranteed payment in full of the Obligations (as defined in the Credit Agreement). The board of directors, managers or partners, as the case may be, of each Guarantor Subsidiary has determined that such Guarantor Subsidiary will receive direct and/or indirect benefits from the making of the Advance pursuant to the Credit Agreement. The aggregate amount of benefits obtained directly or indirectly by any Credit Party, and not repaid by Borrower or another Credit Party, is referred to herein as the “Obtained BenefitPayment Guarantees.” In the event that any Guarantor Subsidiary (in such capacity, an “Indemnitee”) pays (whether through direct payments or as a result of providing collateral for the Obligations) any amounts on the Obligations in excess of such Guarantor Subsidiary’s Obtained Benefit (the “Excess Payments”), the Indemnitee shall be entitled to make demand on Borrower for such Excess Payments, and, to the extent not recovered from Borrower, to receive from each other Guarantor Subsidiary that received an Obtained Benefit (in such capacity, “Indemnitor”), such Indemnitor’s Contribution Percentage of the Excess Payment. If any Indemnitor is unable to pay the Contribution Percentage of the Excess Payment, each Guarantor Subsidiary agrees to