Common use of Accommodation Payments Clause in Contracts

Accommodation Payments. The Companies are obligated to repay the Obligations as joint and several obligors under this Financing Agreement. To the extent that any Company shall, under this Agreement as a joint and several obligor, repay any of the Obligations made to another Company hereunder or other Obligations incurred directly and primarily by any other Company (an “Accommodation Payment”), then the Company making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Companies in an amount, for each of such other Companies, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Company’s “Allocable Amount” (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Companies. As of any date of determination, the “Allocable Amount” of each Company shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Company hereunder without (a) rendering such Company “insolvent” within the meaning of Section 101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (ii) leaving such Company with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (iii) leaving such Company unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification and reimbursement hereunder shall be subordinate in right of payment to the prior payment in full of the Obligations.