Common use of Contribution and Indemnification Clause in Contracts

Contribution and Indemnification. In connection with the Total Credit -------------------------------- Facility, and as a condition to Lender providing funds under the Total Credit Facility, Guarantor has guaranteed repayment of the Guaranteed Sum pursuant to the Guaranty Agreement. In the event that Guarantor (in such capacity, "Indemnitee") pays (whether through direct payments or as a result of providing ----------- collateral for the Guaranteed Sum) any amounts on the Guaranteed Sum (the "Guaranty Payment"), Indemnitee shall be entitled to receive from each ----------------- Stockholder (in such capacity, "Indemnitor"), such Indemnitor's Contribution ---------- Percentage of the Guaranty Payment. If any Indemnitor is unable to pay the Contribution Percentage of the Guaranty Payment, each Stockholder agrees to make a contribution to Indemnitee to the extent necessary so that each Stockholder shares pro rata (based on the amount of Borrower's shares of common stock of Shareholders which have paid) the liability for such nonpayment. IN SUCH REGARD, TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH STOCKHOLDER SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS INDEMNITEE FROM AND AGAINST ANY AND ALL LIABILITY (WHETHER SOLE, CONCURRENT, CONTRIBUTORY, STRICT OR OTHERWISE), CLAIMS, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES) ARISING WITH RESPECT TO THE OBLIGATIONS AND CONSTITUTING A GUARANTY PAYMENT.

Contribution and Indemnification. In connection with the Total Credit -------------------------------- FacilityLoans, and as a condition to Lender providing funds under the Total Credit FacilityNotes, Guarantor has guaranteed Guarantors have guaranteed, or in the future will guarantee, repayment of the Guaranteed Sum Sums pursuant to the Guaranty AgreementAgreements. In the event that any Guarantor (in such capacity, each an "Indemnitee") pays (any amounts on the Guaranteed Sums, whether through direct payments or as a result of providing ----------- collateral for the Guaranteed Sum) any amounts on the Guaranteed Sum Sums (the "Guaranty Payment"), Indemnitee shall be entitled to receive from each ----------------- Stockholder and Guarantor (in such capacity, each an "Indemnitor"), such Indemnitor's Contribution ---------- Percentage pro rata percentage, as set forth in Exhibit A, of the Guaranty PaymentPayment (the "Contribution Percentage"). If any Indemnitor is unable to pay the Contribution Percentage of the Guaranty Payment, each Stockholder and Guarantor agrees to make a contribution to Indemnitee to the extent necessary so that each Stockholder and Guarantor shares pro rata (based on the amount of Borrower's shares of common stock of Shareholders which have paidpercentages set forth in Exhibit A) the liability for such nonpayment. IN SUCH REGARD, TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH STOCKHOLDER AND GUARANTOR SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS INDEMNITEE FROM AND AGAINST ANY AND ALL LIABILITY (WHETHER SOLE, CONCURRENT, CONTRIBUTORY, STRICT OR OTHERWISE)LIABILITY, CLAIMS, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES) ARISING WITH RESPECT TO THE OBLIGATIONS AND CONSTITUTING A GUARANTY PAYMENT.