Common use of Contribution; Subrogation Clause in Contracts

Contribution; Subrogation. The Co-Borrowers desire to allocate among themselves, in a fair and equitable manner, their obligations arising under the Loan Documents. Accordingly, in the event any payment or distribution is made by a Co-Borrower under any Loan Document (a “Funding Obligor”) that exceeds its Fair Share (as defined below), that Funding Obligor shall be entitled to a contribution from the other Co-Borrower in the amount of such Co-Borrower’s Fair Share Shortfall (as defined below), with the result that all such contributions will cause each Co-Borrower’s Aggregate Payments (as defined below) to equal its Fair Share. “Fair Share” means, with respect to a Co-Borrower as of any date of determination, an amount equal to (i) the ratio of (x) the Adjusted Maximum Amount (as defined below) with respect to such Co-Borrower to (y) the aggregate of the Adjusted Maximum Amounts with respect to all Co-Borrowers, multiplied by (ii) the aggregate amount paid or distributed on or before such date by all Funding Obligors under the Loan Documents in respect of the Obligations. “Fair Share Shortfall” means, with respect to a Co-Borrower as of any date of determination, the excess, if any, of the Fair Share of such Co-Borrower over the Aggregate Payments of such Co-Borrower. “Adjusted Maximum Amount” means, with respect to a Co-Borrower as of any date of determination, the maximum aggregate amount of the obligations of such Co-Borrower under the Loan Documents, in each case determined in accordance with the provisions hereof and thereof (including the provisions of Section 2.21); provided that, solely for purposes of calculating the Adjusted Maximum Amount with respect to any Co-Borrower for purposes of this Section, the assets or liabilities arising by virtue of any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Co-Borrower. “Aggregate Payments” means, with respect to a Co-Borrower as of any date of determination, the aggregate amount of all payments and distributions made on or before such date by such Co-Borrower in respect of the Loan Documents (including, in respect of this Section or any similar provision contained in any other Loan Documents). The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Obligor. The allocation among Co-Borrowers of their obligations as set forth in this Section shall not be construed in any way to limit the liability of any Co-Borrower under any Loan Document. In the event a payment is made by a Co-Borrower in excess of its Fair Share, then such Co-Borrower shall be subrogated to the rights then held by Administrative Agent with respect to the Obligations to the extent to which the Obligations were discharged by such Co-Borrower and, in addition, upon payment by such Co-Borrower of any sums to Administrative Agent hereunder in excess of its Fair Share, all rights of such Co-Borrower against the other Co-Borrower arising as a result therefrom by way of right or subrogation, reimbursement, or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full of the Obligations.

Contribution; Subrogation. The Co-Borrowers together desire to allocate among themselvesthemselves (the "CONTRIBUTING OBLIGORS"), in a fair and equitable manner, their obligations arising under the Loan Documentsthis Agreement. Accordingly, in the event any payment or distribution is made by a Co-Borrower under any Loan Document this Agreement (a “Funding Obligor”"FUNDING OBLIGOR") that exceeds its Fair Share (as defined below), that Funding Obligor shall be entitled to a contribution from each of the other Co-Borrower Contributing Obligors in the amount of such Co-Borrower’s other Contributing Obligor's Fair Share Shortfall (as defined below), with the result that all such contributions will cause each Co-Borrower’s Contributing Obligor's Aggregate Payments (as defined below) to equal its Fair Share. “Fair Share” "FAIR SHARE" means, with respect to a Co-Borrower Contributing Obligor as of any date of determination, an amount equal to (i) the ratio of (x) the Adjusted Maximum Amount (as defined below) with respect to such Co-Borrower Contributing Obligor to (y) the aggregate of the Adjusted Maximum Amounts with respect to all Co-BorrowersContributing Obligors, multiplied by MULTIPLIED BY (ii) the aggregate amount paid or distributed on or before such date by all Funding Obligors under the Loan Documents this Agreement in respect of the Obligations. “Fair Share Shortfall” "FAIR SHARE SHORTFALL" means, with respect to a Co-Borrower Contributing Obligor as of any date of determination, the excess, if any, of the Fair Share of such Co-Borrower Contributing Obligor over the Aggregate Payments of such Co-BorrowerContributing Obligor. “Adjusted Maximum Amount” "ADJUSTED MAXIMUM AMOUNT" means, with respect to a Co-Borrower Contributing Obligor as of any date of determination, the maximum aggregate amount of the obligations of such Co-Borrower Contributing Obligor under the Loan Documents, in each case this Agreement determined in accordance with the provisions hereof and thereof (including the provisions of Section 2.21)hereof; provided PROVIDED that, solely for purposes of calculating the "Adjusted Maximum Amount Amount" with respect to any Co-Borrower Contributing Obligor for purposes of this SectionSECTION 4.14, the assets or liabilities arising by virtue of any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Co-Borrower. “Aggregate Payments” means, with respect to a Co-Borrower as of any date of determination, the aggregate amount of all payments and distributions made on or before such date by such Co-Borrower in respect of the Loan Documents (including, in respect of this Section or any similar provision contained in any other Loan Documents). The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Contributing Obligor. The allocation among Co-Borrowers of their obligations as set forth in this Section shall not be construed in any way to limit the liability of any Co-Borrower under any Loan Document. In the event a payment is made by a Co-Borrower in excess of its Fair Share, then such Co-Borrower shall be subrogated to the rights then held by Administrative Agent with respect to the Obligations to the extent to which the Obligations were discharged by such Co-Borrower and, in addition, upon payment by such Co-Borrower of any sums to Administrative Agent hereunder in excess of its Fair Share, all rights of such Co-Borrower against the other Co-Borrower arising as a result therefrom by way of right or subrogation, reimbursement, or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full of the Obligations."AGGREGATE

Contribution; Subrogation. The Co-Borrowers desire to allocate among themselves, in (a) To the extent that either Borrower shall make a fair and equitable manner, their obligations arising under the Loan Documents. Accordingly, in the event any payment or distribution is payments under this Agreement or any of the other Credit Documents of all or any of the Obligations relating to Tranche B Term Loans (with all such payments by either Borrower being herein called "Borrower Term Loan Payments") which, taking into account all other Borrower Term Loan Payments then previously or concurrently made by a Co-the other Borrower, exceeds the amount which such Borrower under any would otherwise have paid if each Borrower had paid its Term Loan Document (a “Funding Obligor”) that exceeds its Fair Share (as defined below)Percentage of the aggregate Obligations relating to Tranche B Term Loans satisfied by Borrower Term Loan Payments, that Funding Obligor then, following the indefeasible payment in full in cash of all of the Obligations and the termination of the Commitments, such Borrower shall be entitled to a receive contribution from and indemnification payments from, and be reimbursed by, the other Co-Borrower in for the amount of such Co-excess. (b) To the extent that either Borrower shall make a payment or payments under this Agreement of all or any of the Obligations relating to Revolving Loans and/or Swing Line Loans (with all such payments by a Borrower being herein called "Borrower Revolver Payments") which, taking into account all other Borrower Revolver Payments then previously or concurrently made by the other Borrower’s Fair Share Shortfall , exceeds the amount which such Borrower would otherwise have paid if each Borrower had paid its Revolving Loan Percentage of the aggregate Obligations relating to Revolving Loans and Swing Line Loans satisfied by Borrower Revolver Payments, then, following the indefeasible payment in full in cash of all of the Obligations and the termination of the Commitments, such Borrower shall entitled to receive contribution and indemnification payments from, and be reimbursed by, the other Borrower for the amount of such excess. (as defined belowc) To the extent that either Borrower shall make a payment or payments under this Agreement or any of the other Credit Documents of all or any of the Obligations relating to Letters of Credit issued for the benefit of the other Borrower or any of its Subsidiaries (or their respective creditors, customers, suppliers, etc.), with then the result respective Borrower shall, following the indefeasible payment in full in cash of all of the Obligations and the termination of the Commitments, be entitled to receive contribution and indemnification from, and be reimbursed by, the other Borrower for the amount of each such payment (it being understood that all such contributions will cause if each Co-Borrower’s Aggregate Payments (as defined below) to equal its Fair Share. “Fair Share” means, Borrower has made payments of the type described above with respect to a Co-Obligations relating to Letters of Credit issued for the benefit of the other Borrower as or any of any date its Subsidiaries (or their respective creditors, customers, suppliers, etc.), then the amounts so paid by each Borrower shall be netted in determining the amount of determinationcontribution and indemnification owed by either Borrower to the other Borrower pursuant to this clause (c)). (d) As used herein, an amount equal to the (iI) the ratio "Term Loan Percentage" of (x) Company shall be 100% (constituting the Adjusted Maximum Amount (as defined below) with respect to such Co-Borrower to percentage of the aggregate principal amount of Tranche B Term Loans incurred by the Company on the Closing Date and (y) the aggregate of the Adjusted Maximum Amounts with respect to all Co-Borrowers, multiplied by (ii) the aggregate amount paid or distributed on or before such date by all Funding Obligors under the Loan Documents in respect of the Obligations. “Fair Share Shortfall” means, with respect to a Co-Borrower as of any date of determination, the excess, if any, of the Fair Share of such Co-Borrower over the Aggregate Payments of such Co-Borrower. “Adjusted Maximum Amount” means, with respect to a Co-Borrower as of any date of determination, the maximum aggregate amount of the obligations of such Co-Borrower under the Loan Documents, in each case determined in accordance with the provisions hereof and thereof (including the provisions of Section 2.21); provided that, solely for purposes of calculating the Adjusted Maximum Amount with respect to any Co-Borrower for purposes of this Section, the assets or liabilities arising by virtue of any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Co-Borrower. “Aggregate Payments” means, with respect to a Co-Borrower as of any date of determination, the aggregate amount of all payments and distributions made on or before such date by such Co-Borrower in respect of the Loan Documents (including, in respect of this Section or any similar provision contained in any other Loan Documents). The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Obligor. The allocation among Co-Borrowers of their obligations as set forth in this Section shall not be construed in any way to limit the liability of any Co-Borrower under any Loan Document. In the event a payment is made by a Co-Borrower in excess of its Fair Share, then such Co-Subsidiary Borrower shall be subrogated to 0% (representing the rights then held by Administrative Agent with respect to the Obligations to the extent to which the Obligations were discharged by such Co-Borrower and, in addition, upon payment by such Co-Borrower of any sums to Administrative Agent hereunder in excess of its Fair Share, all rights of such Co-Borrower against the other Co-Borrower arising as a result therefrom by way of right or subrogation, reimbursement, or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full percentage of the Obligationsaggregate principal amount of Tranche B Term Loans incurred by Subsidiary Borrower on the Closing Date) and (II) "Revolving Percentage" of each Borrower shall be a percentage the numerator of which is the aggregate proceeds of Revolving Loans and Swing Line Loans actually disbursed to (or received by) such Borrower and/or its Subsidiaries on or after the Closing Date and the denominator of which is the sum of the numerators as used in determining the Revolving Percentage for each of Company and Subsidiary Borrower.

Contribution; Subrogation. The Co-Borrowers together desire to allocate among themselvesthemselves (the "Contributing Obligors"), in a fair and equitable manner, their obligations arising under the Loan Documentsthis Agreement. Accordingly, in the event any payment or distribution is made by a Co-Borrower under any Loan Document this Agreement (a “"Funding Obligor”") that exceeds its Fair Share (as defined below), that Funding Obligor shall be entitled to a contribution from each of the other Co-Borrower Contributing Obligors in the amount of such Co-Borrower’s other Contributing Obligor's Fair Share Shortfall (as defined below), with the result that all such contributions will cause each Co-Borrower’s Contributing Obligor's Aggregate Payments (as defined below) to equal its Fair Share. “"Fair Share” " means, with respect to a Co-Borrower Contributing Obligor as of any date of determination, an amount equal to (i) the ratio of (x) the Adjusted Maximum Amount (as defined below) with respect to such Co-Borrower Contributing Obligor to (y) the aggregate of the Adjusted Maximum Amounts with respect to all Co-BorrowersContributing Obligors, multiplied by (ii) the aggregate amount paid or distributed on or before such date by all Funding Obligors under the Loan Documents this Agreement in respect of the Obligations. “"Fair Share Shortfall” " means, with respect to a Co-Borrower Contributing Obligor as of any date of determination, the excess, if any, of the Fair Share of such Co-Borrower Contributing Obligor over the Aggregate Payments of such Co-BorrowerContributing Obligor. “"Adjusted Maximum Amount” " means, with respect to a Co-Borrower Contributing Obligor as of any date of determination, the maximum aggregate amount of the obligations of such Co-Borrower Contributing Obligor under the Loan Documents, in each case this Agreement determined in accordance with the provisions hereof and thereof (including the provisions of Section 2.21)hereof; provided that, solely for purposes of calculating the "Adjusted Maximum Amount Amount" with respect to any Co-Borrower Contributing Obligor for purposes of this SectionSection 4.14, the assets or liabilities arising by virtue of any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Co-Borrower. “Aggregate Payments” means, with respect to a Co-Borrower as of any date of determination, the aggregate amount of all payments and distributions made on or before such date by such Co-Borrower in respect of the Loan Documents (including, in respect of this Section or any similar provision contained in any other Loan Documents). The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Contributing Obligor. The allocation among Co-Borrowers of their obligations as set forth in this Section shall not be construed in any way to limit the liability of any Co-Borrower under any Loan Document. In the event a payment is made by a Co-Borrower in excess of its Fair Share, then such Co-Borrower shall be subrogated to the rights then held by Administrative Agent with respect to the Obligations to the extent to which the Obligations were discharged by such Co-Borrower and, in addition, upon payment by such Co-Borrower of any sums to Administrative Agent hereunder in excess of its Fair Share, all rights of such Co-Borrower against the other Co-Borrower arising as a result therefrom by way of right or subrogation, reimbursement, or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full of the Obligations."Aggregate