Common use of Contribution Rights Clause in Contracts

Contribution Rights. Each Company intends that the Companies’ joint and several obligations under the Facilities Papers, and the Liens granted to the Agent in the Companies’ Collateral, are not subject to challenge or repudiation on any basis (other than the defense if, and on the basis that, the Obligations have been paid to the extent that they have been paid.) Therefore, as of the date any transfer — as that term is defined in Bankruptcy Code § 101(54) — is deemed to occur under the Facilities Papers, each Company’s liabilities under the Facilities Papers and all of such Company’s other liabilities, calculated in each case to the full extent of that Company’s probable net exposure when and if those liabilities become absolute and mature (“Dated Liabilities”), are intended by that Company to be less than the fair valuation of all of its assets as of that date (“Dated Assets”). To that end, each Company hereby (i) grants to the other of them, and recognizes the other of them as having, ratable rights of subrogation and contribution in the amount, if any, by which the granting Company’s Dated Assets (but for the total subrogation and contribution in its favor under this Section) would exceed the granting Company’s Dated Liabilities, and (ii) acknowledges receipt of and recognizes its ratable rights to subrogation and contribution from the other Company in the amount that the other Company’s Dated Assets (but for the total subrogation and contribution in its favor under this Section) would exceed such other Company’s Dated Liabilities. Each Company will recognize rights of subrogation and contribution at least equal to its obligations under the Facilities Papers, including the obligations secured by its Collateral. It is a material objective of this Section that each Company recognizes rights to subrogation and contribution rather than be deemed not to be Solvent by reason of an interpretation of its joint and several obligations under the Facilities Papers.

Contribution Rights. Each Company intends The Companies each intend that the Companies’ their joint and several obligations under the Facilities PapersSeasoned Warehouse Loan Documents, and that the Liens therein granted to the Agent in the Companies’ their Collateral, are not subject to challenge or repudiation on any basis (other than the defense if, and on the basis that, the Obligations have been paid to the extent that they have been paid.) basis. Therefore, as of the date any transfer — -- as that term is defined in Bankruptcy Code § Section 101(54) — -- is deemed to occur under the Facilities PapersSeasoned Warehouse Loan Documents, each Company’s 's liabilities under the Facilities Papers Seasoned Warehouse Loan Documents (including, in MCAI-Ohio's case, the liabilities secured by its Collateral) and all of such Company’s 's other liabilities, calculated in each case to the full extent of that Company’s 's probable net exposure when and if those liabilities become absolute and mature (“Dated Liabilities”"DATED LIABILITIES"), are intended by that Company to be less than the fair valuation of all of its assets as of that date (“Dated Assets”"DATED ASSETS"). To that end, each Company hereby (i) grants to the other of them, and recognizes the in each other of them as having, Company ratable rights of subrogation and contribution in the amount, if any, by which the granting Company’s 's Dated Assets (but for the total subrogation and contribution in its favor under this Section) would exceed the granting Company’s 's Dated Liabilities, and (ii) acknowledges receipt of and recognizes its ratable rights to subrogation and contribution from the each such other Company in the amount that the other such Company’s 's Dated Assets (but for the total subrogation and contribution in its favor under this Sectionsection) would exceed the other such other Company’s 's Dated Liabilities. Each Company will recognize rights of subrogation and contribution at least equal to its obligations under the Facilities PapersSeasoned Warehouse Loan Documents, including including, in MCAI-Ohio's case, the obligations secured by its Collateral. It is a material objective of this Section that each Company recognizes recognize rights to subrogation and contribution rather than be deemed not to be Solvent by reason reasons of an arbitrary interpretation of its joint and several obligations under the Facilities PapersSeasoned Warehouse Loan Documents.

Contribution Rights. Each Company intends The Companies each intend that the Companies’ their joint and several obligations under the Facilities Papers, and the Liens therein granted to the Agent in the Companies’ their Collateral, are not subject to challenge or repudiation on any basis (other than the defense if, and on the basis that, the Obligations have been paid to the extent that they have been paid.) Therefore, as of the date any transfer — -- as that term is defined in Bankruptcy Code § ss. 101(54) — -- is deemed to occur under the Facilities Papers, each Company’s 's liabilities under the Facilities Papers and all of such Company’s 's other liabilities, calculated in each case to the full extent of that Company’s 's probable net exposure when and if those liabilities become absolute and mature (“"Dated Liabilities”"), are intended by that Company to be less than the fair valuation of all of its assets as of that date (“"Dated Assets”"). To that end, each Company of the Companies hereby (i) grants to the other of them, and recognizes the other of them as having, ratable rights of subrogation and contribution in the amount, if any, by which the granting Company’s 's Dated Assets (but for the total subrogation and contribution in its favor under this Section) would exceed the granting Company’s 's Dated Liabilities, and (ii) acknowledges receipt of and recognizes its ratable rights to subrogation and contribution from the each other Company in the amount that the such other Company’s 's Dated Assets (but for the total subrogation and contribution in its favor under this Section) would exceed such other Company’s 's Dated Liabilities. Each Company will recognize rights of subrogation and contribution at least equal to its obligations under the Facilities Papers, including the obligations secured by its Collateral. It is a material objective of this Section that each Company recognizes rights to subrogation and contribution rather than be deemed not to be Solvent by reason of an interpretation of its joint and several obligations under the Facilities Papers.

Contribution Rights. Each Company Borrower intends that the Companies’ Borrowers' joint and several obligations under the Facilities Credit Papers, and the Liens granted to the Agent Lender in the Companies’ Borrowers' Collateral, are not subject to challenge or repudiation on any basis (other than the defense if, and on the basis that, the Obligations have been paid to the extent that they have been paid.) Therefore, as of the date any transfer — transfer—as that term is defined in Bankruptcy Code § 101(54) — is 101(54)—is deemed to occur under the Facilities Credit Papers, each Company’s Borrower's liabilities under the Facilities Credit Papers and all of such Company’s Borrower's other liabilities, calculated in each case to the full extent of that Company’s Borrower's probable net exposure when and if those liabilities become absolute and mature (“"Dated Liabilities”"), are intended by that Company Borrower to be less than the fair valuation of all of its assets as of that date (“"Dated Assets”"). To that end, each Company Borrower hereby (i) grants to the other of them, and recognizes the other of them as having, ratable rights of subrogation and contribution in the amount, if any, by which the granting Company’s Borrower's Dated Assets (but for the total subrogation and contribution in its favor under this Section) would exceed the granting Company’s Borrower's Dated Liabilities, and (ii) acknowledges receipt of and recognizes its ratable rights to subrogation and contribution from the each other Company Borrower in the amount that the such other Company’s Borrower's Dated Assets (but for the total subrogation and contribution in its favor under this Section) would exceed such other Company’s Borrower's Dated Liabilities. Each Company Borrower will recognize rights of subrogation and contribution at least equal to its obligations under the Facilities Credit Papers, including the obligations secured by its Collateral. It is a material objective of this Section that each Company Borrower recognizes rights to subrogation and contribution rather than be deemed not to be Solvent by reason of an interpretation of its joint and several obligations under the Facilities Credit Papers.

Contribution Rights. Each Company intends The Companies each intend that the Companies’ their joint and several obligations under the Facilities Papers, and the Liens therein granted to the Agent in the Companies’ their Collateral, are not subject to challenge or repudiation on any basis (other than the defense if, and on the basis that, the Obligations have been paid to the extent that they have been paid.) Therefore, as of the date any transfer — -- as that term is defined in Bankruptcy Code § ss. 101(54) — -- is deemed to occur under the Facilities Papers, each Company’s 's liabilities under the Facilities Papers and all of such Company’s 's other liabilities, calculated in each case to the full extent of that Company’s 's probable net exposure when and if those liabilities become absolute and mature (“"Dated Liabilities”"), are intended by that Company to be less than the fair valuation of all of its assets as of that date (“"Dated Assets”"). To that end, each Company of the Companies hereby (i) grants to the other of them, and recognizes the other of them as having, ratable ratabl rights of subrogation and contribution in the amount, if any, by which the granting Company’s 's Dated Assets (but for the total subrogation and contribution in its favor under this Section) would exceed the granting Company’s 's Dated Liabilities, and (ii) acknowledges receipt of and recognizes its ratable rights to subrogation and contribution from the each other Company in the amount that the such other Company’s 's Dated Assets (but for the total subrogation and contribution in its favor under this Section) would exceed such other Company’s 's Dated Liabilities. Each Company will recognize rights of subrogation and contribution at least equal to its obligations under the Facilities Papers, including the obligations secured by its Collateral. It is a material objective of this Section that each Company recognizes rights to subrogation and contribution rather than be deemed not to be Solvent by reason of an interpretation of its joint and several obligations under the Facilities Papers.

Contribution Rights. Each Company Seller intends that the Companies’ its joint and several obligations under the Facilities PapersTransaction Documents, and the Liens security interest granted to the Agent by it in the Companies’ CollateralMortgage Assets pursuant to Section 6(a), are not subject to challenge or repudiation on any basis (other than the defense if, and on the basis that, the Obligations such obligations have been paid to the extent that they have been paid.) ). Therefore, as of the date any transfer — as that term is defined in Bankruptcy Code § 101(54) — is deemed to occur under the Facilities PapersTransaction Documents, each CompanySeller’s liabilities under the Facilities Papers Transaction Documents and all of such CompanySeller’s other liabilities, calculated in each case to the full extent of that CompanySeller’s probable net exposure when and if those liabilities become absolute and mature (“Dated Liabilities”), are intended by that Company Seller to be less than the fair valuation of all of its assets as of that date (“Dated Assets”). To that end, each Company Seller hereby (i) grants to the other of themSeller, and recognizes the other of them Seller as having, ratable rights of subrogation and contribution in the amount, if any, by which the granting CompanySeller’s Dated Assets (but for the total subrogation and contribution in its favor under this SectionSection 29(d)) would exceed the granting CompanySeller’s Dated Liabilities, and (ii) acknowledges receipt of and recognizes its ratable rights to subrogation and contribution from the other Company Seller in the amount that the other CompanySeller’s Dated Assets (but for the total subrogation and contribution in its favor under this SectionSection 29) would exceed such the other CompanySeller’s Dated Liabilities. Each Company will recognize rights of subrogation and contribution at least equal to its obligations under the Facilities Papers, including the obligations secured by its Collateral. It is a material objective of this Section 29(d) that each Company Seller recognizes rights to subrogation and contribution rather than be deemed not to be Solvent solvent by reason of an interpretation of its joint and several obligations under the Facilities PapersTransaction Documents.

Contribution Rights. Each Company Seller intends that the Companies’ its joint and several obligations under the Facilities PapersTransaction Documents, and the Liens security interest granted to the Agent by it in the Companies’ CollateralMortgage Assets pursuant to Section 6(a), are not subject to challenge or repudiation on any basis (other than the defense if, and on the basis that, the Obligations such obligations have been paid to the extent that they have been paid.) ). Therefore, as of the date any transfer — - as that term is defined in Bankruptcy Code § 101(54) — - is deemed to occur under the Facilities PapersTransaction Documents, each CompanySeller’s liabilities under the Facilities Papers Transaction Documents and all of such CompanySeller’s other liabilities, calculated in each case to the full extent of that CompanySeller’s probable net exposure when and if those liabilities become absolute and mature (“Dated Liabilities”), are intended by that Company Seller to be less than the fair valuation of all of its assets as of that date (“Dated Assets”). To that end, each Company Seller hereby (i) grants to the each other of themSeller, and recognizes the each other of them Seller as having, ratable rights of subrogation and contribution in the amount, if any, by which the granting CompanySeller’s Dated Assets (but for the total subrogation and contribution in its favor under this Sectionparagraph) would exceed the granting CompanySeller’s Dated Liabilities, and (ii) acknowledges receipt of and recognizes its ratable rights to subrogation and contribution from the such other Company Seller in the amount that the such other CompanySeller’s Dated Assets (but for the total subrogation and contribution in its favor under this Sectionparagraph) would exceed such other CompanySeller’s Dated Liabilities. Each Company will recognize rights of subrogation and contribution at least equal to its obligations under the Facilities Papers, including the obligations secured by its Collateral. It is a material objective of this Section 30 that each Company Seller recognizes rights to subrogation and contribution rather than be deemed not to be Solvent solvent by reason of an interpretation of its joint and several obligations under the Facilities PapersTransaction Documents.

Contribution Rights. Each Company Seller intends that the Companies’ its joint and several obligations under the Facilities PapersTransaction Documents, and the Liens security interest granted to the Agent by it in the Companies’ CollateralMortgage Assets pursuant to Paragraph 6(a), are not subject to challenge or repudiation on any basis (other than the defense if, and on the basis that, the Obligations such obligations have been paid to the extent that they have been paid.) ). Therefore, as of the date any transfer — as that term is defined in Bankruptcy Code § 101(54) — is deemed to occur under the Facilities PapersTransaction Documents, each CompanySeller’s liabilities under the Facilities Papers Transaction Documents and all of such CompanySeller’s other liabilities, calculated in each case to the full extent of that CompanySeller’s probable net exposure when and if those liabilities become absolute and mature (“Dated Liabilities”), are intended by that Company Seller to be less than the fair valuation of all of its assets as of that date (“Dated Assets”). To that end, each Company Seller hereby (i) grants to the each other of themSeller, and recognizes the each other of them Seller as having, ratable rights of subrogation and contribution in the amount, if any, by which the granting CompanySeller’s Dated Assets (but for the total subrogation and contribution in its favor under this Sectionparagraph) would exceed the granting CompanySeller’s Dated Liabilities, and (ii) acknowledges receipt of and recognizes its ratable rights to subrogation and contribution from the such other Company Seller in the amount that the such other CompanySeller’s Dated Assets (but for the total subrogation and contribution in its favor under this Sectionparagraph) would exceed such other CompanySeller’s Dated Liabilities. Each Company will recognize rights of subrogation and contribution at least equal to its obligations under the Facilities Papers, including the obligations secured by its Collateral. It is a material objective of this Section Paragraph 30 that each Company Seller recognizes rights to subrogation and contribution rather than be deemed not to be Solvent solvent by reason of an interpretation of its joint and several obligations under the Facilities PapersTransaction Documents.