liable under Article II) shall be limited to an amount not to exceed as of any
date of determination the greater of:
(a)the net amount of all Loans advanced to any other Co-Borrower under this
Agreement and then re-loaned or otherwise transferred to, or for the benefit of,
such Co-Borrower; and
(b)the amount that could be claimed by the Administrative Agent and Lenders from
such Co-Borrower under this Article XI 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 after taking into account, among other
things, such Co-Borrower's right of contribution and indemnification from each
other Co-Borrower under Section 11.07.
11.07Contribution with Respect to Guaranty Obligations.
(a)To the extent that any Co-Borrower shall make a payment under this Article XI
of all or any of the Secured Obligations (other than Loans made to that
Co-Borrower for which it is primarily liable) (a "Guarantor Payment") that,
taking into account all other Guarantor Payments then previously or concurrently
made by any other Co-Borrower, exceeds the amount that such Co-Borrower would
otherwise have paid if each Co-Borrower had paid the aggregate Obligations
satisfied by such Guarantor Payment in the same proportion that such
Co-Borrower's "Allocable Amount" (as defined below) (as determined immediately
prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each
of the Co-Borrowers as determined immediately prior to the making of such
Guarantor Payment, then, following indefeasible payment in full in cash of the
Secured Obligations and termination of the Commitments, such Co-Borrower shall
be entitled to receive contribution and indemnification payments from, and be
reimbursed by, each other Co-Borrower for the amount of such excess, pro rata
based upon their respective Allocable Amounts in effect immediately prior to
such Guarantor Payment.
(b)As of any date of determination, the "Allocable Amount" of any Co-Borrower
shall be equal to the maximum amount of the claim that could then be recovered
from such Co-Borrower under this Article XI 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.
(c)This Section 11.07 is intended only to define the relative rights of
Co-Borrowers and nothing set forth in this Section 11.07 is intended to or shall
impair the obligations of Co-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, including Section 11.01.
Nothing contained in this
Section 11.07 shall limit the liability of any Co-Borrower to pay the Loans made
directly or indirectly to that Co-Borrower and accrued interest, fees and
expenses with respect thereto for which such Co-Borrower shall be primarily
liable.
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(d)The parties hereto acknowledge that the rights of contribution and
indemnification hereunder shall constitute assets of the Co-Borrower