Common use of Contribution Among Borrowers Clause in Contracts

Contribution Among Borrowers. The Borrowers agree as between themselves and without limiting any liability of any Borrower hereunder to the Agent or the Lenders, that to the extent any payment of the Co-Borrower Obligations of the Borrowers is required to be made under this Agreement, to the extent that any Borrower shall make a payment under this Agreement (a “Borrower Payment”) which, taking into account all other Borrower Payments then previously or concurrently made by any other Borrower, exceeds the amount which otherwise would have been paid by or attributable to such Borrower if each Borrower had paid the aggregate Co-Borrower Obligations satisfied by such Borrower Payment in the same proportion as such Borrower’s “Allocable Amount” (as defined below) (as determined immediately prior to such Borrower Payment) bore to the aggregate Allocable Amounts of each of the Borrowers as determined immediately prior to the making of such Borrower Payment, then, following payment in full in cash of the Co-Borrower Obligations, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Borrower Payment. As of any date of determination, the “Allocable Amount” of any Borrower shall be equal to the maximum amount of the claim which could then be recovered from such Borrower under this Agreement without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law.

Contribution Among Borrowers. The Borrowers agree as between themselves and without limiting any liability of any Borrower hereunder to the Agent or the Lenders, that to the extent any payment of the Co-Borrower Obligations of the Borrowers is required to be made under this Agreement, to To the extent that any Borrower shall make a payment under this Agreement (each a “Borrower Payment”) which, taking into account of all other Borrower Payments then previously or concurrently made by any other Borrower, exceeds the amount which otherwise would have been paid by or attributable to such Borrower if each Borrower had paid the aggregate Co-Borrower Obligations satisfied by such Borrower Payment in the same proportion as such Borrower’s “Allocable Amount” (as defined below) (as determined immediately prior to such Borrower Payment) bore to the aggregate Allocable Amounts of each portion of the Borrowers as determined immediately prior to the making of such Borrower Payment, then, following payment in full in cash of the Co-Borrower Obligations, then such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each the other Borrower for the Borrowers in an amount equal to a fraction of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Borrower Payment, the numerator of which fraction is such other Borrower’s Allocable Amount as of the date on which such payment is made (without giving effect to any right to receive, or obligation to make, any contribution hereunder), or if such other Borrower’s Allocable Amount has not been determined, the aggregate amount of all monies received by such other Borrower from all other Borrowers after the date hereof (whether by loan, capital infusion or by other means) and the denominator of which is the sum of the aggregate Allocable Amount of all Borrowers as of the date on which such payment is made (without giving effect to any right to receive, or obligation to make, any contribution hereunder), or to the extent that an Allocable Amount of a Borrower has not been determined, the aggregate amount of all monies received by such Borrower from all other Borrowers after the date hereof (whether by loan, capital infusion or by other means). As This Section is intended only to define the relative rights of the Borrowers, and nothing set forth in this Section is intended to or shall impair the obligations of the Borrowers, jointly and severally, to pay any amounts, as and when the same shall become due and payable in accordance with the terms of this Agreement and the other Loan Documents. The Borrowers acknowledge that the rights of contribution and indemnification hereunder shall constitute assets in favor of each Borrower to which such contribution and indemnification is owing. Any right of contribution of any date of determination, the “Allocable Amount” of any Borrower Borrowers shall be equal subject and subordinate to the maximum amount prior indefeasible payment in full of the claim which could then be recovered from such Borrower under this Agreement without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common lawObligations.

Contribution Among Borrowers. The Borrowers agree as between themselves and without limiting any liability of any Borrower hereunder to the Agent or the Lenders, that to the extent any payment of the Co-Borrower Obligations of the Borrowers is required to be made under this Agreement, to To the extent that any Borrower shall make a payment under this Agreement (each a “Borrower Payment”) which, taking into account of all other Borrower Payments then previously or concurrently made by any other Borrower, exceeds the amount which otherwise would have been paid by or attributable to such Borrower if each Borrower had paid the aggregate Co-Borrower Obligations satisfied by such Borrower Payment in the same proportion as such Borrower’s “Allocable Amount” (as defined below) (as determined immediately prior to such Borrower Payment) bore to the aggregate Allocable Amounts of each portion of the Borrowers as determined immediately prior to the making of such Borrower Payment, then, following payment in full in cash of the Co-Borrower Obligations, then such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each the other Borrower for the Borrowers in an amount equal to a fraction of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Borrower Payment, the numerator of which fraction is such other Borrower’s Maximum Liability as of the date on which such payment is made (without giving effect to any right to receive, or obligation to make, any contribution hereunder), or if such other Borrower’s Maximum Liability has not been determined, the aggregate amount of all monies received by such other Borrower from all other Borrowers after the date hereof (whether by loan, capital infusion or by other means) and the denominator of which is the sum of the aggregate Maximum Liability of all Borrowers as of the date on which such payment is made (without giving effect to any right to receive, or obligation to make, any contribution hereunder), or to the extent that a Maximum Liability of a Borrower has not been determined, the aggregate amount of all monies received by such Borrower from all other Borrowers after the date hereof (whether by loan, capital infusion or by other means). As This Section is intended only to define the relative rights of the Borrowers, and nothing set forth in this Section is intended to or shall impair the obligations of the Borrowers, jointly and severally, to pay any amounts, as and when the same shall become due and payable in accordance with the terms of this Agreement and the other Loan Documents. The Borrowers acknowledge that the rights of contribution and indemnification hereunder shall constitute assets in favor of each Borrower to which such contribution and indemnification is owing. Any right of contribution of any date of determination, the “Allocable Amount” of any Borrower Borrowers shall be equal subject and subordinate to the maximum amount prior indefeasible payment in full of the claim which could then be recovered from such Borrower under this Agreement without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common lawObligations.

Contribution Among Borrowers. The Borrowers agree as between themselves and without limiting any liability of any Borrower hereunder to the Agent or the Lenders, that to the extent any payment of the Co-Borrower Obligations of the Borrowers is required to be made under this Agreement, to the extent that any Borrower shall make a payment under this Agreement (a “"Borrower Payment”") which, taking into account all other Borrower Payments then previously or concurrently made by any other Borrower, exceeds the amount which otherwise would have been paid by or attributable to such Borrower if each Borrower had paid the aggregate Co-Borrower Obligations satisfied by such Borrower Payment in the same proportion as such Borrower’s “'s "Allocable Amount” " (as defined below) (as determined immediately prior to such Borrower Payment) bore to the aggregate Allocable Amounts of each of the Borrowers as determined immediately prior to the making of such Borrower Payment, then, following payment in full in cash of the Co-Borrower Obligations, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Borrower Payment. As of any date of determination, the “"Allocable Amount” " of any Borrower shall be equal to the maximum amount of the claim which could then be recovered from such Borrower under this Agreement without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law.

Contribution Among Borrowers. The Borrowers agree as between together desire to allocate among themselves in a fair and without limiting any liability of any Borrower hereunder to the Agent or the Lendersequitable manner, that to the extent any payment of the Co-Borrower their Obligations of the Borrowers is required to be made arising under this Agreement. Accordingly, to in the extent that event any payment or distribution is made on any date by any Borrower shall make a payment under this Agreement (a “Borrower Payment”) which, taking into account all other Borrower Payments then previously or concurrently made by any other Borrower, that exceeds the amount which otherwise would have been paid by or attributable to such Borrower if each Borrower had paid the aggregate Co-Borrower Obligations satisfied by such Borrower Payment in the same proportion as such Borrower’s “Allocable Amount” its Fair Share (as defined below) (as determined immediately prior of such date, that Borrower shall be entitled to such Borrower Payment) bore to the aggregate Allocable Amounts of a contribution from each of the other the Borrowers as determined immediately prior to in the making amount of such Borrower Paymentother Borrower's Fair Share Shortfall (as defined below) as of such date, thenwith the result that all such contributions will cause each Borrower's Aggregate Payments (as defined below) to equal its Fair Share as of such date provided, following payment in full in cash of however, that notwithstanding the Co-Borrower Obligationsforegoing, such no Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower for which exceed the amount of payments such excessBorrower has made on account of the Obligations as of any date of determination. "FAIR SHARE" means, pro rata based upon their respective Allocable Amounts in effect immediately prior with respect to a Borrower as of any date of determination, an amount equal to (a) the ratio of (X) the Adjusted Maximum Amount (as defined below) with respect to such Borrower Paymentto (Y) the aggregate of the Adjusted Maximum Amounts with respect to all the Borrowers multiplied by (b) the aggregate amount paid or distributed on or before such date by all the Borrowers hereunder in respect of the Obligations. As "FAIR SHARE SHORTFALL" means, with respect to a Borrower as of any date of determination, the “Allocable Amount” excess, if any, of the Fair Share of such Borrower over the Aggregate Payments of such Borrower. "ADJUSTED MAXIMUM AMOUNT" means, with respect to a Borrower as of any Borrower shall be equal to date of determination, the maximum aggregate amount of the claim which could then be recovered from Obligations of such Borrower under this Agreement without rendering determined as of such claim voidable date in accordance with subsection 8.21(b)(i); provided that, solely for purposes of calculating the "Adjusted Maximum Amount" with respect to any Borrower for purposes of this subsection 8.21(b)(ii), any assets or avoidable liabilities of such Borrower arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Borrower. "AGGREGATE PAYMENTS" means, with respect to a Borrower as of any date of determination, an amount equal to (a) the aggregate amount of all payments and distributions made on or before such date by such Borrower in respect of this Agreement (including in respect of this subsection 8.21(b)(ii)) minus (b) the aggregate amount of all payments received on or before such date by such Borrower from the other Borrowers as contributions under Section 548 of Chapter 11 this subsection 8.21(b)(ii). The amounts payable as contributions under this subsection 8.21(b)(ii) shall be determined as of the Bankruptcy Code date on which the related payment or under distribution is made by the applicable Borrower. The allocation among the Borrowers of their obligations as set forth in this subsection 8.21(b)(ii) shall not be construed in any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common lawway to limit the liability of any Borrower hereunder.