Common use of Insolvency Laws; Right of Contribution Clause in Contracts

Insolvency Laws; Right of Contribution. (i) As used in this Section 10.16(c): (a) the term “Borrower Applicable Insolvency Laws” means the Laws of any Governmental Authority relating to bankruptcy, reorganization, arrangement, adjustment of debts, relief of debtors, dissolution, insolvency, fraudulent transfers or conveyances or other similar laws (including 11 U. S. C. §547, §548, §550 and other “avoidance” provisions of Title 11 of the Bankruptcy Code) as applicable in any proceeding in which the validity or enforceability of this Agreement or any other Loan Document against any Borrower, or any Borrower Specified Lien is in issue; and (b) “Borrower Specified Lien” means any Lien from time to time granted by any Borrower securing the Obligations. Notwithstanding any provision of this Agreement to the contrary, if, in any proceeding, a court of competent jurisdiction determines that with respect to any Borrower, this Agreement or any other Loan Document or any Borrower Specified Lien would, but for the operation of this Section 10.16(c), be subject to avoidance and/or recovery or be unenforceable by reason of Borrower Applicable Insolvency Laws, this Agreement, such other Loan Document and each such Borrower Specified Lien will be valid and enforceable against such Borrower only to the maximum extent that would not cause this Agreement, such other Loan Document or such Borrower Specified Lien to be subject to avoidance, recovery or unenforceability. To the extent that any payment to, or realization by, Administrative Agent or any Lending Party on the Obligations exceeds the limitations of this Section 10.16(c) and is otherwise subject to avoidance and recovery in any such proceeding, the amount subject to avoidance will in all events be limited to the amount by which such actual payment or realization exceeds such limitation, and this Agreement as limited will in all events remain in full force and effect and be fully enforceable against such Borrower. This Section 10.16(c) is intended solely to reserve the rights of Administrative Agent and the Lending Parties hereunder against each Borrower, in such proceeding to the maximum extent permitted by Borrower Applicable Insolvency Laws and no Borrower, nor any Guarantor or any other guarantor of the Obligations nor any other Person will have any right, claim or defense under this Section 10.16(c) that would not otherwise be available under Borrower Applicable Insolvency Laws in such proceeding.

Insolvency Laws; Right of Contribution. (i) As used in this Section 10.16(c10.15(c): (a) the term “Borrower Guarantor Applicable Insolvency Laws” means the Laws of any Governmental Authority relating to bankruptcy, reorganization, arrangement, adjustment of debts, relief of debtors, dissolution, insolvency, fraudulent transfers or conveyances or other similar laws (including 11 U. S. C. §547, §548, §550 and other “avoidance” provisions of Title 11 of the Bankruptcy Code) as applicable in any proceeding in which the validity or enforceability of this Agreement or any other Loan Document against any BorrowerSubsidiary Guarantor, or any Borrower Guarantor Specified Lien is in issue; and (b) “Borrower Guarantor Specified Lien” means any Lien from time to time granted by any Borrower Subsidiary Guarantor securing the Guaranty Obligations. Notwithstanding any provision of this Agreement to the contrary, if, in any proceeding, a court of competent jurisdiction determines that with respect to any BorrowerSubsidiary Guarantor, this Agreement or any other Loan Document or any Borrower Guarantor Specified Lien would, but for the operation of this Section 10.16(c10.15(c), be subject to avoidance and/or recovery or be unenforceable by reason of Borrower Guarantor Applicable Insolvency Laws, this Agreement, such other Loan Document and each such Borrower Guarantor Specified Lien will be valid and enforceable against such Borrower Guarantor, only to the maximum extent that would not cause this Agreement, such other Loan Document or such Borrower Guarantor Specified Lien to be subject to avoidance, recovery or unenforceability. To the extent that any payment to, or realization by, Administrative Agent or any Lending Party on the Guaranty Obligations exceeds the limitations of this Section 10.16(c10.15(c) and is otherwise subject to avoidance and recovery in any such proceeding, the amount subject to avoidance will in all events be limited to the amount by which such actual payment or realization exceeds such limitation, and this Agreement as limited will in all events remain in full force and effect and be fully enforceable against such BorrowerGuarantor. This Section 10.16(c10.15(c) is intended solely to reserve the rights of Administrative Agent and the Lending Parties hereunder against each BorrowerGuarantor, in such proceeding to the maximum extent permitted by Borrower Guarantor Applicable Insolvency Laws and no neither any Borrower, nor any Guarantor or any other guarantor of the Obligations nor any other Person will have any right, claim or defense under this Section 10.16(c10.15(c) that would not otherwise be available under Borrower Guarantor Applicable Insolvency Laws in such proceeding.

Insolvency Laws; Right of Contribution. (i) As used in this Section 10.16(c10.15(c): (a) the term “Borrower Guarantor Applicable Insolvency Laws” means the Laws of any Governmental Authority relating to bankruptcy, reorganization, arrangement, adjustment of debts, relief of debtors, dissolution, insolvency, fraudulent transfers or conveyances or other similar laws (including 11 U. S. C. §547, §548, §550 and other “avoidance” provisions of Title 11 of the Bankruptcy Code) as applicable in any proceeding in which the validity or enforceability of this Agreement or any other Loan Document against any BorrowerSubsidiary Guarantor, or any Borrower Guarantor Specified Lien is in issue; and (b) “Borrower Guarantor Specified Lien” means any Lien from time to time granted by any Borrower Subsidiary Guarantor securing the Guaranty Obligations. Notwithstanding any provision of this Agreement to the contrary, if, in any proceeding, a court of competent jurisdiction determines that with respect to any BorrowerSubsidiary Guarantor, this Agreement or any other Loan Document or any Borrower Guarantor Specified Lien would, but for the operation of this Section 10.16(c10.15(c), be subject to avoidance and/or recovery or be unenforceable by reason of Borrower Guarantor Applicable Insolvency Laws, this Agreement, such other Loan Document and each such Borrower Guarantor Specified Lien will be valid and enforceable against such Borrower Guarantor, only to the maximum extent that would not cause this Agreement, such other Loan Document or such Borrower Guarantor Specified Lien to be subject to avoidance, recovery or unenforceability. To the extent that any payment to, or realization by, Administrative Agent or any Lending Party on the Guaranty Obligations exceeds the limitations of this Section 10.16(c10.15(c) and is otherwise subject to avoidance and recovery in any such proceeding, the amount subject to avoidance will in all events be limited to the amount by which such actual payment or realization exceeds such limitation, and this Agreement as limited will in all events remain in full force and effect and be fully enforceable against such BorrowerGuarantor. This Section 10.16(c10.15(c) is intended solely to reserve the rights of Administrative Agent and the Lending Parties hereunder against each BorrowerGuarantor, in such proceeding to the maximum extent permitted by Borrower Guarantor Applicable Insolvency Laws and no neither Borrower, nor any Guarantor or any other guarantor of the Obligations nor any other Person will have any right, claim or defense under this Section 10.16(c10.15(c) that would not otherwise be available under Borrower Guarantor Applicable Insolvency Laws in such proceeding.

Insolvency Laws; Right of Contribution. (i) As used in this Section 10.16(c10.15(c): (a) the term “Borrower Guarantor Applicable Insolvency Laws” means the Laws of any Governmental Authority relating to bankruptcy, reorganization, arrangement, adjustment of debts, relief of debtors, dissolution, insolvency, fraudulent transfers or conveyances or other similar laws (including 11 U. S. C. §547, §548, §550 and other “avoidance” provisions of Title 11 of the Bankruptcy Code) as applicable in any proceeding in which the validity or enforceability of this Agreement or any other Loan Document against any BorrowerSubsidiary Guarantor, or any Borrower Guarantor Specified Lien is in issue; and (b) “Borrower Guarantor Specified Lien” means any Lien from time to time granted by any Borrower Subsidiary Guarantor securing the Guaranty Obligations. Notwithstanding any provision of this Agreement to the contrary, if, in any proceeding, a court of competent jurisdiction determines that with respect to any BorrowerSubsidiary Guarantor, this Agreement or any other Loan Document or any Borrower Guarantor Specified Lien would, but for the operation of this Section 10.16(c10.15(c), be subject to avoidance and/or recovery or be unenforceable by reason of Borrower Guarantor Applicable Insolvency Laws, this Agreement, such other Loan Document and each such Borrower Guarantor Specified Lien will be valid and enforceable against such Borrower Guarantor, only to the maximum extent that would not cause this Agreement, such other Loan Document or such Borrower Guarantor Specified Lien to be subject to avoidance, recovery or unenforceability. To the extent that any payment to, or realization by, Administrative Agent or any Lending Party on the Guaranty Obligations exceeds the limitations of this Section 10.16(c10.15(c) and is otherwise subject to avoidance and recovery in any such proceeding, the amount subject to avoidance will in all events be limited to the amount by which such actual payment or realization exceeds such limitation, and this Agreement as limited will in all events remain in full force and effect and be fully enforceable against such BorrowerGuarantor. This Section 10.16(c10.15(c) is intended solely to reserve the rights of Administrative Agent and and, the Lending Parties and the Bank Product Providers hereunder against each BorrowerGuarantor, in such proceeding to the maximum extent permitted by Borrower Guarantor Applicable Insolvency Laws and no neither any Borrower, nor any Guarantor or any other guarantor of the Obligations nor any other Person will have any right, claim or defense under this Section 10.16(c10.15(c) that would not otherwise be available under Borrower Guarantor Applicable Insolvency Laws in such proceeding.

Insolvency Laws; Right of Contribution. (i) As used in this Section 10.16(c10.15(c): (a) the term “Borrower Guarantor Applicable Insolvency Laws” means the Laws of any Governmental Authority relating to bankruptcy, reorganization, arrangement, adjustment of debts, relief of debtors, dissolution, insolvency, fraudulent transfers or conveyances or other similar laws (including 11 U. S. C. §547, §548, §550 and other “avoidance” provisions of Title 11 of the Bankruptcy Code) as applicable in any proceeding in which the validity or enforceability of this Agreement or any other Loan Document against any BorrowerSubsidiary Guarantor, or any Borrower Guarantor Specified Lien is in issue; and (b) “Borrower Guarantor Specified Lien” means any Lien from time to time granted by any Borrower Subsidiary Guarantor securing the Guaranty Obligations. Notwithstanding any provision of this Agreement to the contrary, if, in any proceeding, a court of competent jurisdiction determines that with respect to any BorrowerSubsidiary Guarantor, this Agreement or any other Loan Document or any Borrower Guarantor Specified Lien would, but for the operation of this Section 10.16(c10.15(c), be subject to avoidance and/or recovery or be unenforceable by reason of Borrower Guarantor Applicable Insolvency Laws, this Agreement, such other Loan Document and each such Borrower Guarantor Specified Lien will be valid and enforceable against such Borrower Guarantor, only to the maximum extent that would not cause this Agreement, such other Loan Document or such Borrower Guarantor Specified Lien to be subject to avoidance, recovery or unenforceability. To the extent that any payment to, or realization by, Administrative Agent or any Lending Party on the Guaranty Obligations exceeds the limitations of this Section 10.16(c10.15(c) and is otherwise subject to avoidance and recovery in any such proceeding, the amount subject to avoidance will in all events be limited to the amount by which such actual payment or realization exceeds such limitation, and this Agreement as limited will in all events remain in full force and effect and be fully enforceable against such BorrowerGuarantor. This Section 10.16(c10.15(c) is intended solely to reserve the rights of Administrative Agent and Agent, the Lending Parties and the Bank Product Providers hereunder against each BorrowerGuarantor, in such proceeding to the maximum extent permitted by Borrower Guarantor Applicable Insolvency Laws and no neither any Borrower, nor any Guarantor or any other guarantor of the Obligations nor any other Person will have any right, claim or defense under this Section 10.16(c10.15(c) that would not otherwise be available under Borrower Guarantor Applicable Insolvency Laws in such proceeding.