Common use of Maximum Liability of Guarantors Clause in Contracts

Maximum Liability of Guarantors. If the obligations of any Guarantor hereunder otherwise would be subject to avoidance under Section 548 of the Bankruptcy Code or any applicable state law relating to fraudulent conveyances or fraudulent transfers, taking into consideration such Guarantor's (i) rights of reimbursement and indemnity from the Principal Obligor with respect to amounts paid by such Guarantor, (ii) rights of subrogation to the rights of the Beneficiary and (iii) rights of contribution from each other Obligor (including pursuant to Section 2.9), then ----------- such obligations hereby are reduced to the largest amount that would make them not subject to such avoidance.

Maximum Liability of Guarantors. If the obligations of any Guarantor hereunder otherwise would be subject to avoidance under Section 548 of the Bankruptcy Code Law or any applicable state law relating to fraudulent conveyances or fraudulent transfers, taking into consideration such Guarantor's (ia) rights of reimbursement and indemnity from the Principal Obligor Issuers with respect to amounts paid by such Guarantor, (iib) rights of subrogation to the rights of the Beneficiary Purchaser and (iiic) rights of contribution from each other Obligor (including pursuant to Section 2.9)Obligor, then ----------- such obligations hereby are reduced to the largest amount that would make them not subject to such avoidance.. Any Person asserting that such Guarantor's obligations are so avoidable shall have the burden (including the burden of production and of persuasion) of proving (i) that, without giving effect to this SECTION