Common use of Bankruptcy Limitations on Guarantor Clause in Contracts

Bankruptcy Limitations on Guarantor. Notwithstanding anything to the contrary contained in Section 2.1, it is the intention of the Guarantor and the Secured Parties that, in any proceeding involving the bankruptcy, reorganization, arrangement, adjustment of debts, relief of debtors, dissolution or insolvency or any similar proceeding with respect to the Guarantor or its assets, the amount of the Guarantor’s obligations with respect to the Guaranteed Obligations (or any other obligations of the Guarantor to the Secured Parties) shall be equal to, but not in excess of, the maximum amount thereof not subject to avoidance or recovery by operation of Debtor Relief Laws after giving effect to Section 2.3(a). To that end, but only in the event and to the extent that after giving effect to Section 2.3(a), the Guarantor’s obligations with respect to the Guaranteed Obligations (or any other obligations of the Guarantor to the Secured Parties) or any payment made pursuant to such Guaranteed Obligations (or any other obligations of the Guarantor to the Secured Parties) would, but for the operation of the first sentence of this Section 2.2, be subject to avoidance or recovery in any such proceeding under Debtor Relief Laws after giving effect to Section 2.3(a), the amount of the Guarantor’s obligations with respect to the Guaranteed Obligations (or any other obligations of the Guarantor to the Secured Parties) shall be limited to the largest amount which, after giving effect thereto, would not, under Debtor Relief Laws, render the Guarantor’s obligations with respect to the Guaranteed Obligations (or any other obligations of the Guarantor to the Secured Parties) unenforceable or avoidable or otherwise subject to recovery under Debtor Relief Laws. To the extent any payment actually made pursuant to the Guaranteed Obligations exceeds the limitation of the first sentence of this Section 2.2 and is otherwise subject to avoidance and recovery in any such proceeding under Debtor Relief Laws, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment exceeds such limitation and the Guaranteed Obligations as limited by the first sentence of this Section 2.2 shall in all events remain in full force and effect and be fully enforceable against the Guarantor. The first sentence of this Section 2.2 is intended solely to preserve the rights of the Secured Parties hereunder against the Guarantor in such proceeding to the maximum extent permitted by Debtor Relief Laws and neither the Guarantor, the Borrowers nor any other Person shall have any right or claim under such sentence that would not otherwise be available under Debtor Relief Laws in such proceeding.

Bankruptcy Limitations on Guarantor. Notwithstanding anything to the contrary contained in Section 2.1paragraph (a) above, it is the intention of the Guarantor and the Secured Parties TCEP that, in any proceeding involving the bankruptcy, reorganization, arrangement, adjustment of debts, relief of debtors, dissolution or insolvency or any similar proceeding with respect to the Guarantor or its his assets, the amount of the Guarantor’s 's obligations with respect to the Guaranteed Guarantor Obligations (or any other obligations of the Guarantor to the Secured Parties) shall be equal toin, but not in excess of, the maximum amount thereof not subject to avoidance or recovery by operation of Debtor Relief Laws after giving effect applicable law governing bankruptcy, reorganization, arrangement, adjustment of debts, relief of debtors, dissolution, insolvency, fraudulent transfers or conveyances or other similar laws (including, without limitation, 11 X.X.X. §000, §000, §000 and other "avoidance" provisions of Title 11 of the United States Code) applicable in any such proceeding to Section 2.3(athe Guarantor and this Guaranty (collectively, "Applicable Insolvency Laws"). To that end, but only in the event and to the extent that after giving effect to Section 2.3(a), the Guarantor’s 's obligations with respect to the Guaranteed Guarantor Obligations (or any other obligations of the Guarantor to the Secured Parties) or any payment made pursuant to such Guaranteed Obligations (or any other obligations of the Guarantor to the Secured Parties) Obligations would, but for the operation of the first sentence of this Section 2.2subsection (b), be subject to avoidance or recovery in any such proceeding under Debtor Relief Laws after giving effect to Section 2.3(a)Applicable Insolvency Laws, the amount of the Guarantor’s 's obligations with respect to the Guaranteed Guarantor Obligations (or any other obligations of the Guarantor to the Secured Parties) shall be limited to the largest amount which, after giving effect thereto, would not, under Debtor Relief Applicable Insolvency Laws, render the Guarantor’s 's obligations with respect to the Guaranteed Guarantor Obligations (or any other obligations of the Guarantor to the Secured Parties) unenforceable or avoidable or otherwise subject to recovery under Debtor Relief Applicable Insolvency Laws. To the extent any payment actually made pursuant to the Guaranteed Guarantor Obligations exceeds the limitation of the first sentence of this Section 2.2 subsection (b) and is otherwise subject to avoidance and recovery in any such proceeding under Debtor Relief Applicable Insolvency Laws, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment exceeds such limitation and the Guaranteed Guarantor Obligations as limited by the first sentence of this Section 2.2 subsection (b) shall in all events remain in full force and effect and be fully enforceable against the Guarantor. The first sentence of this Section 2.2 subsection (b) is intended solely to preserve the rights of the Secured Parties TCEP hereunder against the Guarantor in such proceeding to the maximum extent permitted by Debtor Relief Applicable Insolvency Laws and neither the Guarantor, the Borrowers Borrower, any other guarantor nor any other Person shall have any right or claim under such sentence that would not otherwise be available under Debtor Relief Applicable Insolvency Laws in such proceeding.

Bankruptcy Limitations on Guarantor. Notwithstanding anything to the contrary contained in Section 2.1, it is the intention of the Guarantor and the Secured Parties Seller that, in any proceeding involving the bankruptcy, reorganization, arrangement, adjustment of debts, relief of debtors, dissolution debtors or insolvency or any similar proceeding with respect to the Guarantor or its his assets, the amount of the Guarantor’s obligations with respect to the Guaranteed Obligations (or any other obligations of the Guarantor to the Secured Guaranteed Parties) shall be equal to, but not in excess of, the maximum amount thereof not subject to avoidance or recovery by operation of Debtor Relief Laws after giving effect to Section 2.3(a)Laws. To that end, but only in the event and to the extent that after giving effect to Section 2.3(a), the Guarantor’s obligations with respect to the Guaranteed Obligations (or any other obligations of the Guarantor to the Secured Guaranteed Parties) or any payment made pursuant to such Guaranteed Obligations (or any other obligations of the Guarantor to the Secured Guaranteed Parties) would, but for the operation of the first sentence of this Section 2.2, be subject to avoidance or recovery in any such proceeding under Debtor Relief Laws after giving effect to Section 2.3(a)Laws, the amount of the Guarantor’s obligations with respect to the Guaranteed Obligations (or any other obligations of the Guarantor to the Secured Guaranteed Parties) shall be limited to the largest amount which, after giving effect thereto, would not, under Debtor Relief Laws, render the Guarantor’s obligations with respect to the Guaranteed Obligations (or any other obligations of the Guarantor to the Secured Guaranteed Parties) unenforceable or avoidable or otherwise subject to recovery under Debtor Relief Laws. To the extent any payment actually made pursuant to the Guaranteed Obligations exceeds the limitation of the first sentence of this Section 2.2 and is otherwise subject to avoidance and recovery in any such proceeding under Debtor Relief Laws, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment exceeds such limitation and the Guaranteed Obligations as limited by the first sentence of this Section 2.2 shall in all events remain in full force and effect and be fully enforceable against the GuarantorGuarantor until payment in full of the Guaranteed Obligations. The first sentence of this Section 2.2 is intended solely to preserve the rights of the Secured Guaranteed Parties hereunder against the Guarantor in such proceeding to the maximum extent permitted by Debtor Relief Laws and neither the Guarantor, the Borrowers Guarantor nor any other Person shall have any right or claim under such sentence that would not otherwise be available under Debtor Relief Laws in such proceeding.

Bankruptcy Limitations on Guarantor. Notwithstanding anything to the contrary contained in Section 2.1to paragraph (a) above, it is the intention of the Guarantor and the Secured Parties Lenders that, in any proceeding involving the bankruptcy, reorganization, arrangement, adjustment of debts, relief of debtors, dissolution or insolvency or any similar proceeding with respect to the Guarantor or its assets, the amount of the Guarantor’s 's obligations with respect to the Guaranteed Guarantor Obligations (or any other obligations of the Guarantor to the Secured Parties) shall be equal toin, but not in excess of, the maximum amount thereof not subject to avoidance or recovery by operation of Debtor Relief Laws after giving effect applicable law governing bankruptcy, reorganization, arrangement, adjustment of debts, relief of debtors, dissolution, insolvency, fraudulent transfers or conveyances or other similar laws (including, without limitation, 11 U.S.C. Section 547, Section 548, Section 550 and other "avoidance" provisions of Title 11 of the United States Code) applicable in any such proceeding to Section 2.3(athe Guarantor and this Guaranty (collectively, "Applicable Insolvency Laws"). To that end, but only in the event and to the extent that after giving effect to Section 2.3(a), the Guarantor’s 's obligations with respect to the Guaranteed Guarantor Obligations (or any other obligations of the Guarantor to the Secured Parties) or any payment made pursuant to such Guaranteed Obligations (or any other obligations of the Guarantor to the Secured Parties) Obligations would, but for the operation of the first sentence of this Section 2.2subsection (b), be subject to avoidance or recovery in any such proceeding under Debtor Relief Laws after giving effect to Section 2.3(a)Applicable Insolvency Laws, the amount of the Guarantor’s 's obligations with respect to the Guaranteed Guarantor's Obligations (or any other obligations of the Guarantor to the Secured Parties) shall be limited to the largest amount which, after giving effect thereto, would not, under Debtor Relief Applicable Insolvency Laws, render the Guarantor’s 's obligations with respect to the Guaranteed Guarantor Obligations (or any other obligations of the Guarantor to the Secured Parties) unenforceable or avoidable or otherwise subject to recovery under Debtor Relief Applicable Insolvency Laws. To the extent any payment actually made pursuant to the Guaranteed Guarantor Obligations exceeds the limitation of the first sentence of this Section 2.2 subsection (b) and is otherwise subject to avoidance and recovery in any such proceeding under Debtor Relief Applicable Insolvency Laws, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment exceeds such limitation and the Guaranteed Guarantor Obligations as limited by the first sentence of this Section 2.2 subsection (b) shall in all events remain in full force and effect and be fully enforceable against the Guarantor. The first sentence of this Section 2.2 subsection (b) is intended solely to preserve the rights of the Secured Parties Administrative Agent hereunder against the Guarantor in such proceeding to the maximum extent permitted by Debtor Relief Applicable Insolvency Laws and neither the Guarantor, the Borrowers Borrower, any other Guarantor nor any other Person shall have any right or claim under such sentence that would not otherwise be available under Debtor Relief Applicable Insolvency Laws in such proceeding.