Common use of Contribution Obligations Clause in Contracts

Contribution Obligations. In the event that any Guarantor (the "Funding Guarantor") shall make any payment or payments under this Guaranty or shall suffer any loss as a result of any realization upon any collateral granted by it to secure its obligations hereunder, each other Guarantor (each, a "Contributing Guarantor") hereby agrees to contribute to the Funding Guarantor an amount equal to such Contributing Guarantor's pro rata share of such Payment or payments made, or losses suffered, by such Funding Guarantor determined by reference to the ratio of (a) the amount, expressed in Dollars, of the percentage of each such Contributing Guarantor's Net Assets (without giving effect to any right to receive any contribution or subrogation or obligation to make any contribution hereunder), to (b) the sum of the Net Assets of all Guarantors (including the Funding Guarantor) hereunder (without giving effect to any right to receive contribution or subrogation hereunder or any obligation to make any contribution hereunder); provided, that the Contributing Guarantor shall not be obligated to make any such payment to the Funding Guarantor if the Contributing Guarantor is not Solvent at the time of such contribution or if the Contributing Guarantor would be rendered not Solvent as a result thereof. Nothing in this Section 6 shall affect each Guarantor's several liability for the entire amount of the Guaranty Obligations, subject only to the limitations set forth in Section 6. For the purposes of this Section 6, (x) the "Net Assets" of any Guarantor shall mean the highest amount, as of any Determination Date, by which (A) the aggregate present fair saleable value of the assets of such Guarantor exceeds (B) the amount of all the debts and liabilities of such Guarantor (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder), and (y) "Determination Date" shall mean each of (1) the Closing Date, (2) the date of commencement of a case under Title 11 of the Code in which a Guarantor is a debtor, and (3) the date enforcement hereunder is sought with respect to such Guarantor. Each Funding Guarantor covenants and agrees that its right to receive any contribution from any Contributing Guarantor hereunder shall be subordinated and junior in right of payment in full of all of the Guaranty Obligations.

Contribution Obligations. In (a) If, as of any date, the event aggregate amount of payments made by a Credit Party on account of the Obligations and proceeds of such Credit Party’s Collateral that any Guarantor are applied to the Obligations exceeds the aggregate amount of proceeds from Loans used by such Credit Party in its business (such excess amount being referred to as an “Accommodation Payment”), then each of the other Credit Parties (each such Credit Party being referred to as a “Contributing Credit Party”) shall be obligated to make contribution to such Credit Party (the "Funding Guarantor"“Paying Credit Party”) shall make any payment or payments under this Guaranty or shall suffer any loss as a result of any realization upon any collateral granted by it to secure its obligations hereunder, each other Guarantor (each, a "Contributing Guarantor") hereby agrees to contribute to the Funding Guarantor in an amount equal to such Contributing Guarantor's pro rata share (i) the product derived by multiplying the sum of such each Accommodation Payment or payments made, or losses suffered, of each Credit Party by such Funding Guarantor determined by reference to the ratio Allocable Percentage (as defined below) of the Credit Party from whom contribution is sought less (aii) the amount, expressed in Dollarsif any, of the percentage then outstanding Accommodation Payment of each such Contributing Guarantor's Net Assets Credit Party (without giving effect such last mentioned amount which is to be subtracted from the aforesaid product to be increased by any right to receive any contribution or subrogation or obligation to make any amounts theretofore paid by such Contributing Credit Party by way of contribution hereunder), and to (b) the sum be decreased by any amounts theretofore received by such Contributing Credit Party by way of the Net Assets of all Guarantors (including the Funding Guarantor) hereunder (without giving effect to any right to receive contribution or subrogation hereunder or any obligation to make any contribution hereunder); provided, however, that a Paying Credit Party’s recovery of contribution hereunder from the other Credit Parties shall be limited to that amount paid by the Paying Credit Party in excess of its Allocable Percentage of all Accommodation Payments then outstanding of all Credit Parties. As used herein, the term “Allocable Percentage” shall mean, on any date of determination thereof, a fraction the denominator of which shall be equal to the number of Credit Parties who are parties to this Agreement on such date and the numerator of which shall be one; provided, however, that such percentages shall be modified in the event that contribution from a Credit Party is not possible by reason of insolvency, bankruptcy or otherwise by reducing such Credit Party’s Allocable Percentage equitably and by adjusting the Allocable Percentage of the other Credit Parties proportionately so that the Contributing Guarantor shall not be obligated to make any such payment to the Funding Guarantor if the Contributing Guarantor is not Solvent at the time of such contribution or if the Contributing Guarantor would be rendered not Solvent as a result thereof. Nothing in this Section 6 shall affect each Guarantor's several liability for the entire amount of the Guaranty Obligations, subject only to the limitations set forth in Section 6. For the purposes of this Section 6, (x) the "Net Assets" of any Guarantor shall mean the highest amount, as of any Determination Date, by which (A) the aggregate present fair saleable value of the assets of such Guarantor exceeds (B) the amount Allocable Percentages of all the debts and liabilities of such Guarantor (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder), and (y) "Determination Date" shall mean each of (1) the Closing Date, (2) the date of commencement of a case under Title 11 of the Code in which a Guarantor is a debtor, and (3) the date enforcement hereunder is sought with respect to such Guarantor. Each Funding Guarantor covenants and agrees that its right to receive any contribution from any Contributing Guarantor hereunder shall be subordinated and junior in right of payment in full of Credit Parties at all of the Guaranty Obligationstimes equals 100%.

Contribution Obligations. In (a) If, as of any date, the event that any Guarantor aggregate amount of payments made by a Credit Party on account of the Obligations exceeds the aggregate amount of proceeds from Loans used by such Credit Party in its business (such excess amount being referred to as an “Accommodation Payment”), then each of the other Credit Parties (each such Credit Party being referred to as a “Contributing Credit Party”) shall be obligated to make contribution to such Credit Party (the "Funding Guarantor"“Paying Credit Party”) shall make any payment or payments under this Guaranty or shall suffer any loss as a result of any realization upon any collateral granted by it to secure its obligations hereunder, each other Guarantor (each, a "Contributing Guarantor") hereby agrees to contribute to the Funding Guarantor in an amount equal to such Contributing Guarantor's pro rata share (i) the product derived by multiplying the sum of such each Accommodation Payment or payments made, or losses suffered, of each Credit Party by such Funding Guarantor determined by reference to the ratio Allocable Percentage (as defined below) of the Credit Party from whom contribution is sought less (aii) the amount, expressed in Dollarsif any, of the percentage then outstanding Accommodation Payment of each such Contributing Guarantor's Net Assets Credit Party (without giving effect such last mentioned amount which is to be subtracted from the aforesaid product to be increased by any right to receive any contribution or subrogation or obligation to make any amounts theretofore paid by such Contributing Credit Party by way of contribution hereunder), and to (b) the sum be decreased by any amounts theretofore received by such Contributing Credit Party by way of the Net Assets of all Guarantors (including the Funding Guarantor) hereunder (without giving effect to any right to receive contribution or subrogation hereunder or any obligation to make any contribution hereunder); provided, however, that a Paying Credit Party’s recovery of contribution hereunder from the other Credit Parties shall be limited to that amount paid by the Paying Credit Party in excess of its Allocable Percentage of all Accommodation Payments then outstanding of all Credit Parties. As used herein, the term “Allocable Percentage” shall mean, on any date of determination thereof, a fraction the denominator of which shall be equal to the number of Credit Parties who are parties to this Agreement on such date and the numerator of which shall be one; provided, however, that such percentages shall be modified in the event that contribution from a Credit Party is not possible by reason of insolvency, bankruptcy or otherwise by reducing such Credit Party’s Allocable Percentage equitably and by adjusting the Allocable Percentage of the other Credit Parties proportionately so that the Contributing Guarantor shall not be obligated to make any such payment to the Funding Guarantor if the Contributing Guarantor is not Solvent at the time of such contribution or if the Contributing Guarantor would be rendered not Solvent as a result thereof. Nothing in this Section 6 shall affect each Guarantor's several liability for the entire amount of the Guaranty Obligations, subject only to the limitations set forth in Section 6. For the purposes of this Section 6, (x) the "Net Assets" of any Guarantor shall mean the highest amount, as of any Determination Date, by which (A) the aggregate present fair saleable value of the assets of such Guarantor exceeds (B) the amount Allocable Percentages of all the debts and liabilities of such Guarantor (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder), and (y) "Determination Date" shall mean each of (1) the Closing Date, (2) the date of commencement of a case under Title 11 of the Code in which a Guarantor is a debtor, and (3) the date enforcement hereunder is sought with respect to such Guarantor. Each Funding Guarantor covenants and agrees that its right to receive any contribution from any Contributing Guarantor hereunder shall be subordinated and junior in right of payment in full of Credit Parties at all of the Guaranty Obligationstimes equals 100%.