Common use of Bankruptcy Limitations on Guarantor Clause in Contracts

Bankruptcy Limitations on Guarantor. Notwithstanding anything to the contrary contained in paragraph (a) above, it is the intention of the Guarantor and 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 his assets, the amount of the Guarantor's obligations with respect to the Guarantor Obligations shall be in, but not in excess of, the maximum amount thereof not subject to avoidance or recovery by operation of 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 the Guarantor and this Guaranty (collectively, "Applicable Insolvency Laws"). To that end, but only in the event and to the extent that the Guarantor's obligations with respect to the Guarantor Obligations or any payment made pursuant to the Guarantor Obligations would, but for the operation of the first sentence of this subsection (b), be subject to avoidance or recovery in any such proceeding under Applicable Insolvency Laws, the amount of the Guarantor's obligations with respect to the Guarantor Obligations shall be limited to the largest amount which, after giving effect thereto, would not, under Applicable Insolvency Laws, render the Guarantor's obligations with respect to the Guarantor Obligations unenforceable or avoidable or otherwise subject to recovery under Applicable Insolvency Laws. To the extent any payment actually made pursuant to the Guarantor Obligations exceeds the limitation of the first sentence of this subsection (b) and is otherwise subject to avoidance and recovery in any such proceeding under 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 Guarantor Obligations as limited by the first sentence of this subsection (b) shall in all events remain in full force and effect and be fully enforceable against the Guarantor. The first sentence of this subsection (b) is intended solely to preserve the rights of TCEP hereunder against the Guarantor in such proceeding to the maximum extent permitted by Applicable Insolvency Laws and neither the Guarantor, the Borrower, any other guarantor nor any other Person shall have any right or claim under such sentence that would not otherwise be available under Applicable Insolvency Laws in such proceeding.

Bankruptcy Limitations on Guarantor. Notwithstanding anything to the contrary contained in to paragraph (a) above, it is the intention of the Guarantor and TCEP the 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 his its assets, the amount of the Guarantor's obligations with respect to the Guarantor Obligations shall be in, but not in excess of, the maximum amount thereof not subject to avoidance or recovery by operation of 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. §000U.S.C. Section 547, §000Section 548, §000 Section 550 and other "avoidance" provisions of Title 11 of the United States Code) applicable in any such proceeding to the Guarantor and this Guaranty (collectively, "Applicable Insolvency Laws"). To that end, but only in the event and to the extent that the Guarantor's obligations with respect to the Guarantor Obligations or any payment made pursuant to the Guarantor Obligations would, but for the operation of the first sentence of this subsection (b), be subject to avoidance or recovery in any such proceeding under Applicable Insolvency Laws, the amount of the Guarantor's obligations with respect to the Guarantor Guarantor's Obligations shall be limited to the largest amount which, after giving effect thereto, would not, under Applicable Insolvency Laws, render the Guarantor's obligations with respect to the Guarantor Obligations unenforceable or avoidable or otherwise subject to recovery under Applicable Insolvency Laws. To the extent any payment actually made pursuant to the Guarantor Obligations exceeds the limitation of the first sentence of this subsection (b) and is otherwise subject to avoidance and recovery in any such proceeding under 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 Guarantor Obligations as limited by the first sentence of this subsection (b) shall in all events remain in full force and effect and be fully enforceable against the Guarantor. The first sentence of this subsection (b) is intended solely to preserve the rights of TCEP the Administrative Agent hereunder against the Guarantor in such proceeding to the maximum extent permitted by Applicable Insolvency Laws and neither the Guarantor, the Borrower, any other guarantor Guarantor nor any other Person shall have any right or claim under such sentence that would not otherwise be available under Applicable Insolvency Laws in such proceeding.

Bankruptcy Limitations on Guarantor. Notwithstanding anything to the contrary contained in paragraph (a) aboveSection 2.1, it is the intention of the Guarantor and TCEP the 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 his assets, the amount of the Guarantor's ’s obligations with respect to the Guaranteed Obligations (or any other obligations of the Guarantor Obligations to the Guaranteed Parties) shall be inequal to, but not in excess of, the maximum amount thereof not subject to avoidance or recovery by operation of 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 the Guarantor and this Guaranty (collectively, "Applicable Insolvency Debtor Relief Laws"). To that end, but only in the event and to the extent that the Guarantor's ’s obligations with respect to the Guaranteed Obligations (or any other obligations of the Guarantor Obligations to the Guaranteed Parties) or any payment made pursuant to such Guaranteed Obligations (or any other obligations of the Guarantor Obligations to the Guaranteed Parties) would, but for the operation of the first sentence of this subsection (b)Section 2.2, be subject to avoidance or recovery in any such proceeding under Applicable Insolvency Debtor Relief Laws, the amount of the Guarantor's ’s obligations with respect to the Guaranteed Obligations (or any other obligations of the Guarantor Obligations to the Guaranteed Parties) shall be limited to the largest amount which, after giving effect thereto, would not, under Applicable Insolvency Debtor Relief Laws, render the Guarantor's ’s obligations with respect to the Guaranteed Obligations (or any other obligations of the Guarantor Obligations to the Guaranteed Parties) unenforceable or avoidable or otherwise subject to recovery under Applicable Insolvency Debtor Relief Laws. To the extent any payment actually made pursuant to the Guarantor Guaranteed Obligations exceeds the limitation of the first sentence of this subsection (b) Section 2.2 and is otherwise subject to avoidance and recovery in any such proceeding under Applicable Insolvency 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 Guarantor Guaranteed Obligations as limited by the first sentence of this subsection (b) 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 subsection (b) Section 2.2 is intended solely to preserve the rights of TCEP the Guaranteed Parties hereunder against the Guarantor in such proceeding to the maximum extent permitted by Applicable Insolvency Debtor Relief Laws and neither the Guarantor, the Borrower, any other guarantor Guarantor nor any other Person shall have any right or claim under such sentence that would not otherwise be available under Applicable Insolvency Debtor Relief Laws in such proceeding.

Bankruptcy Limitations on Guarantor. Notwithstanding anything to the contrary contained in paragraph (a) aboveSection 2.1, it is the intention of the Guarantor and TCEP 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 his its assets, the amount of the Guarantor's ’s obligations with respect to the Guaranteed Obligations (or any other obligations of the Guarantor Obligations to the Secured Parties) shall be inequal to, but not in excess of, the maximum amount thereof not subject to avoidance or recovery by operation of 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 Debtor Relief Laws after giving effect to the Guarantor and this Guaranty (collectively, "Applicable Insolvency Laws"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 ’s obligations with respect to the Guaranteed Obligations (or any other obligations of the Guarantor Obligations to the Secured Parties) or any payment made pursuant to such Guaranteed Obligations (or any other obligations of the Guarantor Obligations to the Secured Parties) would, but for the operation of the first sentence of this subsection (b)Section 2.2, be subject to avoidance or recovery in any such proceeding under Applicable Insolvency LawsDebtor Relief Laws after giving effect to Section 2.3(a), the amount of the Guarantor's ’s obligations with respect to the Guaranteed Obligations (or any other obligations of the Guarantor Obligations to the Secured Parties) shall be limited to the largest amount which, after giving effect thereto, would not, under Applicable Insolvency Debtor Relief Laws, render the Guarantor's ’s obligations with respect to the Guaranteed Obligations (or any other obligations of the Guarantor Obligations to the Secured Parties) unenforceable or avoidable or otherwise subject to recovery under Applicable Insolvency Debtor Relief Laws. To the extent any payment actually made pursuant to the Guarantor Guaranteed Obligations exceeds the limitation of the first sentence of this subsection (b) Section 2.2 and is otherwise subject to avoidance and recovery in any such proceeding under Applicable Insolvency 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 Guarantor Guaranteed Obligations as limited by the first sentence of this subsection (b) 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 subsection (b) Section 2.2 is intended solely to preserve the rights of TCEP the Secured Parties hereunder against the Guarantor in such proceeding to the maximum extent permitted by Applicable Insolvency Debtor Relief Laws and neither the Guarantor, the Borrower, any other guarantor Borrowers nor any other Person shall have any right or claim under such sentence that would not otherwise be available under Applicable Insolvency Debtor Relief Laws in such proceeding.