Common use of Limitation; Insolvency Laws Clause in Contracts

Limitation; Insolvency Laws. As used in this Section: (a) the term “Applicable Insolvency Laws” means the laws of the United States of America or of any State, province, nation or other governmental unit relating to 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. 547, 548, 550 and other “avoidance” provisions of Title 11 of the United Stated Code) as applicable in any proceeding in which the validity and/or enforceability of this Agreement against any Borrower, or any Specified Lien is in issue; and (b) “Specified Lien” means any security interest, mortgage, lien or encumbrance granted by the Company or any of its Subsidiaries securing the Obligations, in whole or in part. Notwithstanding any other provision of this Agreement, if, in any proceeding, a court of competent jurisdiction determines that with respect to the Domestic Borrowers, any of the Obligations or any Specified Lien would, but for the operation of this Section, be subject to avoidance and/or recovery or be unenforceable by reason of Applicable Insolvency Laws, the Obligations and each such Specified Lien shall be valid and enforceable against the Domestic Borrowers, to the maximum extent that would not cause the Obligations or such Specified Lien to be subject to avoidance, recovery or unenforceability. To the extent that any payment to, or realization by, the Administrative Agent, the Lenders or the LC Issuer on the Obligations exceeds the limitations of this Section and is otherwise subject to avoidance and recovery in any such proceeding, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment or realization exceeds such limitation, and this Agreement as limited shall in all events remain in full force and effect and be fully enforceable against the Domestic Borrowers. This Section is intended solely to reserve the rights of the Administrative Agent, the Lenders and the LC Issuer hereunder against the Domestic Borrowers with respect to the Foreign Borrower Obligations, in such proceeding to the maximum extent permitted by Applicable Insolvency Laws and neither the Borrowers, any Guarantor nor any other Person shall have any right, claim or defense under this Section that would not otherwise be available under Applicable Insolvency Laws in such proceeding.

Limitation; Insolvency Laws. As used in this Sectionparagraph: (a) the term “Applicable Insolvency Laws” means the laws of the United States of America America, or of any Statestate, province, nation or other governmental unit relating to 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. U.S.C. §547, §548, §550 and other “avoidance” provisions of Title 11 of the United Stated Code) as applicable in any proceeding in which the validity and/or or enforceability of this Agreement against any Borrower, Guaranty or any Specified Lien is in issue; and (b) “Specified Lien” means any security interest, mortgage, lien or encumbrance granted by the Company or any of its Subsidiaries securing the Obligationsthis Guaranty, in whole or in part. Notwithstanding any other provision of this AgreementGuaranty, if, in any proceeding, a court of competent jurisdiction determines that with respect to the Domestic Borrowers, any of the Obligations this Guaranty or any Specified Lien would, but for the operation of this Sectionparagraph, be subject to avoidance and/or or recovery or be unenforceable by reason of Applicable Insolvency Laws, the Obligations this Guaranty and each such Specified Lien shall be valid and enforceable against the Domestic Borrowers, only to the maximum extent that would not cause the Obligations this Guaranty or such Specified Lien to be subject to avoidance, recovery or unenforceability. To the extent that any payment to, or realization by, the Administrative Agent, the Lenders or the LC Issuer WFBC on the guaranteed Obligations exceeds the limitations of this Section paragraph and is otherwise subject to avoidance and recovery in any such proceeding, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment or realization exceeds such limitation, and this Agreement Guaranty as limited shall in all events remain in full force and effect and be fully enforceable against the Domestic BorrowersGuarantor. This Section paragraph is intended solely to reserve the rights of the Administrative Agent, the Lenders and the LC Issuer WFBC hereunder against the Domestic Borrowers with respect to the Foreign Borrower Obligations, Guarantor in such proceeding to the maximum extent permitted by Applicable Insolvency Laws and neither the BorrowersGuarantor, any Guarantor Obligor, any other guarantor of the Obligations, nor any other Person shall have any right, claim or defense under this Section paragraph that would not otherwise be available under Applicable Insolvency Laws in such proceeding. The Obligations may be created and continued in any amount, whether or not in excess of the amount not subject to avoidance, without affecting or impairing Guarantor’s liability hereunder, and WFBC may pay (or allow for the payment of) the excess out of any sums received by or available to WFBC on account of the Obligations from any Obligor or any other Person (except Guarantor), from their properties, out of any collateral security or from any other source, and such payment (or allowance) shall not reduce, affect or impair Guarantor’s liability hereunder.

Limitation; Insolvency Laws. As used in this Section: (a) the term “"Applicable Insolvency Laws” " means the laws of the United States of America or of any State, province, nation or other governmental unit relating to 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. 547X.X.X. §000, 548§000, 550 §000 and other “"avoidance” " provisions of Title 11 of the United Stated Code) as applicable in any proceeding in which the validity and/or enforceability of this Agreement against any Borrower, Guaranty or any Specified Lien is in issue; and (b) “"Specified Lien” " means any security interest, mortgage, lien or encumbrance granted by the Company or any of its Subsidiaries securing the Obligationsthis Guaranty, in whole or in part. Notwithstanding any other provision of this AgreementGuaranty, if, in any proceeding, a court of competent jurisdiction determines that with respect to the Domestic Borrowers, any of the Obligations this Guaranty or any Specified Lien would, but for the operation of this Section, be subject to avoidance and/or recovery or be unenforceable by reason of Applicable Insolvency Laws, the Obligations this Guaranty and each such Specified Lien shall be valid and enforceable against the Domestic Borrowers, only to the maximum extent that would not cause the Obligations this Guaranty or such Specified Lien to be subject to avoidance, recovery or unenforceability. To the extent that any payment to, or realization by, the Administrative Agent, Agent and the Lenders or the LC Issuer Banks on the guaranteed Obligations exceeds the limitations of this Section and is otherwise subject to avoidance and recovery in any such proceeding, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment or realization exceeds such limitation, and this Agreement Guaranty as limited shall in all events remain in full force and effect and be fully enforceable against the Domestic BorrowersGuarantor. This Section is intended solely to reserve the rights of the Administrative Agent, the Lenders Agent and the LC Issuer Banks hereunder against the Domestic Borrowers with respect to the Foreign Borrower Obligations, Guarantor in such proceeding to the maximum extent permitted by Applicable Insolvency Laws and neither the BorrowersGuarantor, the Borrower, any Guarantor other guarantor of the Obligations nor any other Person shall have any right, claim or defense under this Section that would not otherwise be available under Applicable Insolvency Laws in such proceeding.

Limitation; Insolvency Laws. As used in this Section: Section 10.17(j): (a) the term “"Applicable Insolvency Laws” " means the laws of the United States of America or of any State, province, nation or other governmental unit relating to 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. 547, 548, 550 and other “"avoidance” " provisions of Title 11 of the United Stated Code) as applicable in any proceeding in which the validity and/or enforceability of this Agreement against any Borrower, or any Specified Lien is in issue; and (b) “"Specified Lien” " means any security interest, mortgage, lien or encumbrance granted by the Company or any of its Subsidiaries Borrower securing the Obligations, in whole or in part. Notwithstanding any other provision of this Agreement, if, in any proceeding, a court of competent jurisdiction determines that with respect to the Domestic Borrowersany Borrower, any of the Obligations this Agreement or any Specified Lien would, but for the operation of this Section, be subject to avoidance and/or recovery or be unenforceable by reason of Applicable Insolvency Laws, the Obligations this Agreement and each such Specified Lien shall be valid and enforceable against the Domestic Borrowerssuch Borrower, only to the maximum extent that would not cause the Obligations this Agreement or such Specified Lien to be subject to avoidance, recovery or unenforceability. To the extent that any payment to, or realization by, the Administrative Agent, the Lenders or the LC Issuer Agent on the Obligations exceeds the limitations of this Section and is otherwise subject to avoidance and recovery in any such proceeding, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment or realization exceeds such limitation, and this Agreement as limited shall in all events remain in full force and effect and be fully enforceable against the Domestic Borrowerssuch Borrower. This Section is intended solely to reserve the rights of the Administrative Agent, the Lenders and the LC Issuer Agent hereunder against the Domestic Borrowers with respect to the Foreign Borrower Obligationseach Borrower, in such proceeding to the maximum extent permitted by Applicable Insolvency Laws and neither the Borrowers, any Guarantor guarantor of the Obligations nor any other Person shall have any right, claim or defense under this Section that would not otherwise be available under Applicable Insolvency Laws in such proceeding.

Limitation; Insolvency Laws. As used in this Section: Section 9.18(j): (a) the term “Applicable Insolvency Laws” means the laws of the United States of America or of any State, province, nation or other governmental unit relating to bankruptcy, reorganization, arrangement, adjustment of debts, relief of debtors, dissolution, insolvency, fraudulent transfers or conveyances or other similar laws (including, without limitation, including 11 U. S. C. §547, §548, §550 and other “avoidance” provisions of Title 11 of the United Stated Code) as applicable in any proceeding in which the validity and/or enforceability of this Agreement against any Borrower, or any Specified Lien is in issue; and (b) “Specified Lien” means any security interest, mortgage, lien or encumbrance granted by the Company or any of its Subsidiaries Borrower securing the Obligations, in whole or in part. Notwithstanding any other provision of this Agreement, if, in any proceeding, a court of competent jurisdiction determines that with respect to the Domestic Borrowersany Borrower, any of the Obligations this Agreement or any Specified Lien would, but for the operation of this Section, be subject to avoidance and/or recovery or be unenforceable by reason of Applicable Insolvency Laws, the Obligations this Agreement and each such Specified Lien shall be valid and enforceable against the Domestic Borrowerssuch Borrower, only to the maximum extent that would not cause the Obligations this Agreement or such Specified Lien to be subject to avoidance, recovery or unenforceability. To the extent that any payment to, or realization by, the Administrative Agent, the Lenders Banks or the LC Issuer Agent on the Obligations exceeds the limitations of this Section and is otherwise subject to avoidance and recovery in any such proceeding, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment or realization exceeds such limitation, and this Agreement as limited shall in all events remain in full force and effect and be fully enforceable against the Domestic Borrowerssuch Borrower. This Section is intended solely to reserve the rights of the Administrative Agent, the Lenders Banks and the LC Issuer Agent hereunder against the Domestic Borrowers with respect to the Foreign Borrower Obligationseach Borrower, in such proceeding to the maximum extent permitted by Applicable Insolvency Laws and neither the Borrowers, any Guarantor guarantor of the Obligations nor any other Person shall have any right, claim or defense under this Section that would not otherwise be available under Applicable Insolvency Laws in such proceeding.

Limitation; Insolvency Laws. As used in this Section: (a) the term “Applicable Insolvency Laws” means the laws of the United States of America or of any State, province, nation or other governmental unit relating to 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. 547, 548, 550 and other “avoidance” provisions of Title 11 of the United Stated Code) as applicable in any proceeding in which the validity and/or enforceability of this Agreement against any Borrower, or any Specified Lien is in issue; and (b) “”Specified Lien” means any security interest, mortgage, lien or encumbrance granted by the Company or any of its Subsidiaries securing the Obligations, in whole or in part. Notwithstanding any other provision of this Agreement, if, in any proceeding, a court of competent jurisdiction determines that with respect to the Domestic BorrowersCompany, any of the Obligations or any Specified Lien would, but for the operation of this Section, be subject to avoidance and/or recovery or be unenforceable by reason of Applicable Insolvency Laws, the Obligations and each such Specified Lien shall be valid and enforceable against the Domestic BorrowersCompany, to the maximum extent that would not cause the Obligations or such Specified Lien to be subject to avoidance, recovery or unenforceability. To the extent that any payment to, or realization by, the Administrative Agent, the Lenders or the LC Issuer on the Obligations exceeds the limitations of this Section and is otherwise subject to avoidance and recovery in any such proceeding, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment or realization exceeds such limitation, and this Agreement as limited shall in all events remain in full force and effect and be fully enforceable against the Domestic BorrowersCompany. This Section is intended solely to reserve the rights of the Administrative Agent, the Lenders and the LC Issuer hereunder against the Domestic Borrowers Company with respect to the Foreign Borrower Obligations, in such proceeding to the maximum extent permitted by Applicable Insolvency Laws and neither the Borrowers, any Guarantor nor any other Person shall have any right, claim or defense under this Section that would not otherwise be available under Applicable Insolvency Laws in such proceeding.

Limitation; Insolvency Laws. As used in this Section: Section 8.18(j): (a) the term “Applicable Insolvency Laws” means the laws of the United States of America or of any State, province, nation or other governmental unit relating to 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. §547, §548, §550 and other “avoidance” provisions of Title 11 of the United Stated States Code) as applicable in any proceeding in which the validity and/or enforceability of this Agreement against any Borrower, or any Specified Lien is in issue; and (b) “Specified Lien” means any security interest, mortgage, lien or encumbrance granted by the Company or any of its Subsidiaries Borrower securing the Obligations, in whole or in part. Notwithstanding any other provision of this Agreement, if, in any proceeding, a court of competent jurisdiction determines that with respect to the Domestic Borrowersany Borrower, any of the Obligations this Agreement or any Specified Lien would, but for the operation of this Section, be subject to avoidance and/or recovery or be unenforceable by reason of Applicable Insolvency Laws, the Obligations this Agreement and each such Specified Lien shall be valid and enforceable against the Domestic Borrowerssuch Borrower, only to the maximum extent that would not cause the Obligations this Agreement or such Specified Lien to be subject to avoidance, recovery or unenforceability. To the extent that any payment to, or realization by, the Administrative Agent, the Funding Agent and Lenders or the LC Issuer on the Obligations exceeds the limitations of this Section and is otherwise subject to avoidance and recovery in any such proceeding, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment or realization exceeds such limitation, and this Agreement as limited shall in all events remain in full force and effect and be fully enforceable against the Domestic Borrowerssuch Borrower. This Section is intended solely to reserve the rights of the Administrative Agent, the Funding Agent and Lenders and the LC Issuer hereunder against the Domestic Borrowers with respect to the Foreign Borrower Obligationseach Borrower, in such proceeding to the maximum extent permitted by Applicable Insolvency Laws and neither the Borrowers, any Guarantor guarantor of the Obligations nor any other Person shall have any right, claim or defense under this Section that would not otherwise be available under Applicable Insolvency Laws in such proceeding.

Limitation; Insolvency Laws. As used in this Section: Section 15.2(j): (a) the term “Applicable Insolvency Laws” means the laws of the United States of America or of any State, province, nation or other governmental unit relating to 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. U.S.C. §547, §548, §550 and other “avoidance” provisions of Title 11 of the United Stated Code) as applicable in any proceeding in which the validity and/or enforceability of this Agreement against any BorrowerLoan Party, or any Specified Lien is in issue; and (b) “Specified Lien” means any security interest, mortgage, lien or encumbrance granted by the Company or any of its Subsidiaries Loan Party securing the Obligations, in whole or in part. Notwithstanding any other provision of this Agreement, if, in any proceeding, a court of competent jurisdiction determines that with respect to the Domestic Borrowersany Loan Party, this Agreement or any of the Obligations other Loan Document or any Specified Lien would, but for the operation of this Section, be subject to avoidance and/or recovery or be unenforceable by reason of Applicable Insolvency Laws, the Obligations this Agreement and each such Specified Lien shall be valid and enforceable against the Domestic Borrowerssuch Loan Party, only to the maximum extent that would not cause the Obligations this Agreement, such other Loan Document or such Specified Lien to be subject to avoidance, recovery or unenforceability. To the extent that any payment to, or realization by, the Administrative Agent, the Lenders Agent or the LC Issuer any Lender on the Obligations exceeds the limitations of this Section and is otherwise subject to avoidance and recovery in any such proceeding, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment or realization exceeds such limitation, and this Agreement and such other Loan Document as limited shall in all events remain in full force and effect and be fully enforceable against the Domestic Borrowerssuch Loan Party. This Section is intended solely to reserve the rights of the Administrative Agent, the Lenders Agent and the LC Issuer each Lender hereunder against the Domestic Borrowers with respect to the Foreign Borrower Obligationseach Loan Party, in such proceeding to the maximum extent permitted by Applicable Insolvency Laws and neither the BorrowersLoan Parties, any Guarantor guarantor of the Obligations nor any other Person shall have any right, claim or defense under this Section that would not otherwise be available under Applicable Insolvency Laws in such proceeding.

Limitation; Insolvency Laws. As used in this Section: Section 15.2(j): (a) the term “Applicable Insolvency Laws” means the laws of the United States of America or of any State, province, nation or other governmental unit relating to 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. §547, §548, §550 and other “avoidance” provisions of Title 11 of the United Stated Code) as applicable in any proceeding in which the validity and/or enforceability of this Agreement against any BorrowerLoan Party, or any Specified Lien is in issue; and (b) “Specified Lien” means any security interest, mortgage, lien or encumbrance granted by the Company or any of its Subsidiaries Loan Party securing the Obligations, in whole or in part. Notwithstanding any other provision of this Agreement, if, in any proceeding, a court of competent jurisdiction determines that with respect to the Domestic Borrowersany Loan party, this Agreement or any of the Obligations other Loan Document or any Specified Lien would, but for the operation of this Section, be subject to avoidance and/or recovery or be unenforceable by reason of Applicable Insolvency Laws, the Obligations this Agreement and each such Specified Lien shall be valid and enforceable against the Domestic Borrowerssuch Loan Party, only to the maximum extent that would not cause the Obligations this Agreement, such other Loan Document or such Specified Lien to be subject to avoidance, recovery or unenforceability. To the extent that any payment to, or realization by, the Administrative Agent, the Lenders Agent or the LC Issuer any Lender on the Obligations exceeds the limitations of this Section and is otherwise subject to avoidance and recovery in any such proceeding, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment or realization exceeds such limitation, and this Agreement and such other Loan Document as limited shall in all events remain in full force and effect and be fully enforceable against the Domestic Borrowerssuch Loan Party. This Section is intended solely to reserve the rights of the Administrative Agent, the Lenders Agent and the LC Issuer each Lender hereunder against the Domestic Borrowers with respect to the Foreign Borrower Obligationseach Loan Party, in such proceeding to the maximum extent permitted by Applicable Insolvency Laws and neither the BorrowersLoan Parties, any Guarantor guarantor of the Obligations nor any other Person shall have any right, claim or defense under this Section that would not otherwise be available under Applicable Insolvency Laws in such proceeding.

Limitation; Insolvency Laws. As used in this Section: subsection 9.18(i): (a) the term “Applicable Insolvency Laws” means the laws of the United States of America or of any State, province, nation or other governmental unit relating to 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. §547, §548, §550 and other “avoidance” provisions of Title 11 of the United Stated Code) as applicable in any proceeding in which the validity and/or enforceability of this Agreement against any Borrower, or any Specified Lien is in issue; and (b) “Specified Lien” means any security interest, mortgage, lien or encumbrance granted by the Company or any of its Subsidiaries Borrower securing the Obligations, in whole or in part. Notwithstanding any other provision of this Agreement, if, in any proceeding, a court of competent jurisdiction determines that with respect to the Domestic Borrowersany Borrower, any of the Obligations this Agreement or any Specified Lien would, but for the operation of this Section, be subject to avoidance and/or recovery or be unenforceable by reason of Applicable Insolvency Laws, the Obligations this Agreement and each such Specified Lien shall be valid and enforceable against the Domestic Borrowerssuch Borrower, only to the maximum extent that would not cause the Obligations this Agreement or such Specified Lien to be subject to avoidance, recovery or unenforceability. To the extent that any payment to, or realization by, the Administrative Agent, the Lenders Banks or the LC Issuer Agent on the Obligations exceeds the limitations of this Section and is otherwise subject to avoidance and recovery in any such proceeding, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment or realization exceeds such limitation, and this Agreement as limited shall in all events remain in full force and effect and be fully enforceable against the Domestic Borrowerssuch Borrower. This Section is intended solely to reserve the rights of the Administrative Agent, the Lenders Banks and the LC Issuer Agent hereunder against the Domestic Borrowers with respect to the Foreign Borrower Obligationseach Borrower, in such proceeding to the maximum extent permitted by Applicable Insolvency Laws and neither the Borrowers, any Guarantor guarantor of the Obligations nor any other Person shall have any right, claim or defense under this Section that would not otherwise be available under Applicable Insolvency Laws in such proceeding.

Limitation; Insolvency Laws. As used in this SectionSection 7.10: (a) the term “Applicable Insolvency Laws” means the laws of the United States of America or of any Statestate, province, nation or other governmental unit relating to 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. §547, §548, §550 and other “avoidance” provisions of Title 11 of the United Stated Code) as applicable in any proceeding in which the validity and/or enforceability of this Agreement against any Borrower, or any Specified Lien is in issue; and (b) “Specified Lien” means any security interest, mortgage, lien or encumbrance Lien granted by the Company or any of its Subsidiaries Borrower securing the Credit Obligations, in whole or in part. Notwithstanding any other provision of this Agreement, if, in any proceeding, a court of competent jurisdiction determines that with respect to the Domestic Borrowersany Borrower, any of the Obligations this Agreement or any Specified Lien would, but for the operation of this Section, be subject to avoidance and/or recovery or be unenforceable by reason of Applicable Insolvency Laws, the Obligations this Agreement and each such Specified Lien shall be valid and enforceable against the Domestic Borrowerssuch Borrower, only to the maximum extent that would not cause the Obligations this Agreement or such Specified Lien to be subject to avoidance, recovery or unenforceability. To the extent that any payment to, or realization by, the Administrative Agent, the Lenders or the LC Issuer Agent on the Credit Obligations exceeds the limitations of this Section and is otherwise subject to avoidance and recovery in any such proceeding, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment or realization exceeds such limitation, and this Agreement as limited shall in all events remain in full force and effect and be fully enforceable against the Domestic Borrowerssuch Borrower. This Section is intended solely to reserve the rights of the Administrative Agent, the Lenders and the LC Issuer Agent hereunder against the Domestic Borrowers with respect to the Foreign Borrower Obligationseach Borrower, in such proceeding to the maximum extent permitted by Applicable Insolvency Laws and neither the Borrowers, any Guarantor or any other guarantor of the Credit Obligations nor any other Person shall have any right, claim or defense under this Section that would not otherwise be available under Applicable Insolvency Laws in such proceeding.

Limitation; Insolvency Laws. As used in this Section: (a) the term “Applicable Insolvency Laws” means the laws of the United States of America or of any State, province, nation or other governmental unit relating to 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. 547, 548, 550 and other “avoidance” provisions of Title 11 of the United Stated Code) as applicable in any proceeding in which the validity and/or enforceability of this Agreement against any Borrower, or any Specified Lien is in issue; and (b) “Specified Lien” means any security interest, mortgage, lien or encumbrance granted by the Company or any of its Subsidiaries securing the Obligations, in whole or in part. Notwithstanding any other provision hereof, the obligation of the Guarantor on this Agreement, if, Guaranty is limited to the amount which can be guaranteed by the Guarantor under applicable federal and state laws relating to the insolvency of debtors without this Guaranty being held to be avoidable or unenforceable. The Guarantor acknowledges and agrees that Obligations may be created and continued in any proceedingamount, a court without affecting or impairing the liability of competent jurisdiction determines that with respect the Guarantor hereunder, and the Banks may pay (or allow for the payment of) Obligations out of any sums received by or available to the Domestic Banks on account of Obligations from the Borrowers or any other Person (except the Guarantor), from the properties of the Borrowers or such other Persons, out of collateral security or from any other source and such payment (or allowance) shall not reduce, affect or impair the liability of the Guarantor hereunder. The liability of the Guarantor shall be a continuing liability and shall not be affected by (nor shall anything herein contained be deemed a limitation upon) the amount of credit which may be extended to the Borrowers, any the number of transactions with the Borrowers, repayments by the Borrowers, or the allocation by the Banks of repayments by the Borrowers, it being the understanding of the Guarantor that the Guarantor's liability shall continue hereunder so long as there are any Obligations or any Specified Lien wouldoutstanding and until the expiration of the obligations, but for if any, of the operation of this Section, be subject Bank to avoidance and/or recovery or be unenforceable extend credit accommodations to the Borrowers. Any payment made by reason of Applicable Insolvency Laws, the Obligations and each such Specified Lien Guarantor hereunder shall be valid and enforceable against effective to reduce or discharge such liability only if accompanied by a written transmittal document, received by the Domestic BorrowersAgent, to advising the maximum extent Banks that would not cause the Obligations or such Specified Lien to be subject to avoidance, recovery or unenforceabilitypayment is made under this Guaranty for such purpose. To the extent that any payment to, or realization by, the Administrative Agent, the Lenders or the LC Issuer Banks on the guaranteed Obligations exceeds the limitations of this Section and is otherwise subject to avoidance and recovery in any such proceeding, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment or realization exceeds such limitation, and this Agreement Guaranty as limited shall in all events remain in full force and effect and be fully enforceable against the Domestic BorrowersGuarantor. This Section is intended solely to reserve preserve the rights of the Administrative Agent, the Lenders and the LC Issuer Banks hereunder against the Domestic Borrowers with respect to the Foreign Borrower Obligations, in such proceeding to the maximum extent permitted by Applicable Insolvency Laws Guarantor and neither the Guarantor, the Borrowers, any Guarantor other guarantor of the Obligations nor any other Person shall have any right, claim or defense under this Section that would not otherwise be available under Applicable Insolvency Laws in such proceedingapplicable insolvency laws.

Limitation; Insolvency Laws. As used in this Section: (a) the term “Applicable Insolvency Laws” means the laws of the United States of America or of any State, province, nation or other governmental unit relating to 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. §547, §548, §550 and other “avoidance” provisions of Title 11 of the United Stated Code) as applicable in any proceeding in which the validity and/or enforceability of this Agreement against any Borrower, Guaranty or any Specified Lien is in issue; and (b) “Specified Lien” means any security interest, mortgage, lien or encumbrance granted by the Company or any of its Subsidiaries securing the Obligationsthis Guaranty, in whole or in part. Notwithstanding any other provision of this AgreementGuaranty, if, in any proceeding, a court of competent jurisdiction determines that with respect to the Domestic Borrowers, any of the Obligations this Guaranty or any Specified Lien would, but for the operation of this Section, be subject to avoidance and/or recovery or be unenforceable by reason of Applicable Insolvency Laws, the Obligations this Guaranty and each such Specified Lien shall be valid and enforceable against the Domestic Borrowers, only to the maximum extent that would not cause the Obligations this Guaranty or such Specified Lien to be subject to avoidance, recovery or unenforceability. To the extent that any payment to, or realization by, the Administrative Agent, the Lenders or the LC Issuer Purchasers on the guaranteed Obligations exceeds the limitations of this Section and is otherwise subject to avoidance and recovery in any such proceeding, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment or realization exceeds such limitation, and this Agreement Guaranty as limited shall in all events remain in full force and effect and be fully enforceable against the Domestic BorrowersGuarantor. This Section is intended solely to reserve the rights of the Administrative Agent, the Lenders and the LC Issuer Purchasers hereunder against the Domestic Borrowers with respect to the Foreign Borrower Obligations, Guarantor in such proceeding to the maximum extent permitted by Applicable Insolvency Laws and neither the BorrowersGuarantor, the Company, any Guarantor other guarantor of the Obligations nor any other Person shall have any right, claim or defense under this Section that would not otherwise be available under Applicable Insolvency Laws in such proceeding.

Limitation; Insolvency Laws. As used in this Section: subsection (ab): (i) the term “Applicable Insolvency Laws” means the laws of the United States of America America, or of any State, province, nation or other governmental unit relating to 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. U.S.C. §547, §548, §550 and other “avoidance” provisions of Title 11 of the United Stated Code) as applicable in any proceeding in which the validity and/or enforceability of this Agreement against any Borrower, Section 2.16 or any Specified Lien is in issue; and (bii) “Specified Lien” means any security interest, mortgage, lien or encumbrance granted by the Company or any of its Subsidiaries securing the ObligationsRight of Contribution, in whole or in part. Notwithstanding any other provision of this AgreementSection 2.16, if, in any proceeding, a court of competent jurisdiction determines that with respect to the Domestic Borrowers, any Right of the Obligations Contribution or any Specified Lien would, but for the operation of this Sectionparagraph, be subject to avoidance and/or recovery or be unenforceable by reason of Applicable Insolvency Laws, the Obligations Right of Contribution and each such Specified Lien shall be valid and enforceable against the Domestic Borrowers, only to the maximum extent that would not cause the Obligations Right of Contribution or such Specified Lien to be subject to avoidance, recovery or unenforceability. To the extent that any payment to, or realization by, the Administrative Agent, the Lenders or the LC Issuer any Borrower on the Obligations Right of Contribution exceeds the limitations of this Section paragraph and is otherwise subject to avoidance and recovery in any such proceeding, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment or realization exceeds such limitation, and this Agreement the Right of Contribution as limited shall in all events remain in full force and effect and be fully enforceable against the Domestic other Borrowers. This Section paragraph is intended solely to reserve the rights of the Administrative Agent, Borrower to whom the Lenders and the LC Issuer hereunder Right of Contribution is owed against the Domestic other Borrowers with respect to the Foreign Borrower Obligations, in such proceeding to the maximum extent permitted by Applicable Insolvency Laws and neither the Borrowers, any Guarantor nor any other Person such Borrower shall not have any right, claim or defense under this Section paragraph that would not otherwise be available under Applicable Insolvency Laws in such proceeding. The Right of Contribution may be created and continued in any amount, whether or not in excess of the amount not subject to avoidance, without affecting or impairing the Borrowers’ liability under this Section 2.16, and the Borrowers that owe the Right of Contribution may pay (or allow for the payment of) the excess out of any sums received by or available to such Borrowers or any other Person, from their properties, out of any collateral security or from any other source, and such payment (or allowance) shall not reduce, affect or impair the Borrowers’ liability hereunder. Any payment made by a Borrower under this Section 2.16 shall be effective to reduce or discharge such liability only if accompanied by a written transmittal document, received by the Borrower to whom the Right of Contribution is owed, advising such Borrower that such payment is made under this Section 2.16 for such purpose.

Limitation; Insolvency Laws. As used in this Section: Section 10.17(j): (a) the term “Applicable Insolvency Laws” means the laws of the United States of America or of any State, province, nation or other governmental unit relating to 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. 547, 548, 550 and other “avoidance” provisions of Title 11 of the United Stated Code) as applicable in any proceeding in which the validity and/or enforceability of this Agreement against any Borrower, or any Specified Lien is in issue; and (b) “Specified Lien” means any security interest, mortgage, lien or encumbrance granted by the Company or any of its Subsidiaries Borrower securing the Obligations, in whole or in part. Notwithstanding any other provision of this Agreement, if, in any proceeding, a court of competent jurisdiction determines that with respect to the Domestic Borrowersany Borrower, any of the Obligations this Agreement or any Specified Lien would, but for the operation of this Section, be subject to avoidance and/or recovery or be unenforceable by reason of Applicable Insolvency Laws, the Obligations this Agreement and each such Specified Lien shall be valid and enforceable against the Domestic Borrowerssuch Borrower, only to the maximum extent that would not cause the Obligations this Agreement or such Specified Lien to be subject to avoidance, recovery or unenforceability. To the extent that any payment to, or realization by, the Administrative Agent, the Lenders or the LC Issuer Agent on the Obligations exceeds the limitations of this Section and is otherwise subject to avoidance and recovery in any such proceeding, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment or realization exceeds such limitation, and this Agreement as limited shall in all events remain in full force and effect and be fully enforceable against the Domestic Borrowerssuch Borrower. This Section is intended solely to reserve the rights of the Administrative Agent, the Lenders and the LC Issuer Agent hereunder against the Domestic Borrowers with respect to the Foreign Borrower Obligationseach Borrower, in such proceeding to the maximum extent permitted by Applicable Insolvency Laws and neither the Borrowers, any Guarantor guarantor of the Obligations nor any other Person shall have any right, claim or defense under this Section that would not otherwise be available under Applicable Insolvency Laws in such proceeding.

Limitation; Insolvency Laws. As used in this SectionSection 7.10: (a) the term “Applicable Insolvency Laws” means the laws of the United States of America or of any Statestate, province, nation or other governmental unit relating to bankruptcy, reorganization, arrangement, adjustment of debts, relief of debtors, dissolution, insolvency, fraudulent transfers or conveyances or other similar laws (including, without limitation, including 11 U. S. C. §547, §548, §550 and other “avoidance” provisions of Title 11 of the United Stated Code) as applicable in any proceeding in which the validity and/or enforceability of this Agreement against any Borrower, or any Specified Lien is in issue; and (b) “Specified Lien” means any security interest, mortgage, lien or encumbrance Lien granted by the Company or any of its Subsidiaries Borrower securing the Credit Obligations, in whole or in part. Notwithstanding any other provision of this Agreement, if, in any proceeding, a court of competent jurisdiction determines that with respect to the Domestic Borrowersany Borrower, any of the Obligations this Agreement or any Specified Lien would, but for the operation of this SectionSection 7.10, be subject to avoidance and/or recovery or be unenforceable by reason of Applicable Insolvency Laws, the Obligations this Agreement and each such Specified Lien shall be valid and enforceable against the Domestic Borrowerssuch Borrower, only to the maximum extent that would not cause the Obligations this Agreement or such Specified Lien to be subject to avoidance, recovery or unenforceability. To the extent that any payment to, or realization by, the Administrative Agent, the Lenders or the LC Issuer Agent on the Credit Obligations exceeds the limitations of this Section 7.10 and is otherwise subject to avoidance and recovery in any such proceeding, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment or realization exceeds such limitation, and this Agreement as limited shall in all events remain in full force and effect and be fully enforceable against the Domestic Borrowerssuch Borrower. This Section 7.10 is intended solely to reserve the rights of the Administrative Agent, the Lenders and the LC Issuer Agent hereunder against the Domestic Borrowers with respect to the Foreign Borrower Obligationseach Borrower, in such proceeding to the maximum extent permitted by Applicable Insolvency Laws and neither the Borrowers, any Guarantor or any other guarantor of the Credit Obligations nor any other Person shall have any right, claim or defense under this Section 7.10 that would not otherwise be available under Applicable Insolvency Laws in such proceeding.

Limitation; Insolvency Laws. As used in this SectionSection 7.10: (a) the term “Applicable Insolvency Laws” means the laws of the United States of America or of any Statestate, province, nation or other governmental unit relating to 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. §547, §548, §550 and other “avoidance” provisions of Title 11 of the United Stated Code) as applicable in any proceeding in which the validity and/or enforceability of this Agreement against any Borrower, or any Specified Lien is in issue; and (b) “Specified Lien” means any security interest, mortgage, lien or encumbrance granted by the Company or any of its Subsidiaries Borrower securing the Credit Obligations, in whole or in part. Notwithstanding any other provision of this Agreement, if, in any proceeding, a court of competent jurisdiction determines that with respect to the Domestic Borrowersany Borrower, any of the Obligations this Agreement or any Specified Lien would, but for the operation of this Section, be subject to avoidance and/or recovery or be unenforceable by reason of Applicable Insolvency Laws, the Obligations this Agreement and each such Specified Lien shall be valid and enforceable against the Domestic Borrowerssuch Borrower, only to the maximum extent that would not cause the Obligations this Agreement or such Specified Lien to be subject to avoidance, recovery or unenforceability. To the extent that any payment to, or realization by, the Administrative Agent, the Lenders or the LC Issuer Agent on the Credit Obligations exceeds the limitations of this Section and is otherwise subject to avoidance and recovery in any such proceeding, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment or realization exceeds such limitation, and this Agreement as limited shall in all events remain in full force and effect and be fully enforceable against the Domestic Borrowerssuch Borrower. This Section is intended solely to reserve the rights of the Administrative Agent, the Lenders and the LC Issuer Agent hereunder against the Domestic Borrowers with respect to the Foreign Borrower Obligationseach Borrower, in such proceeding to the maximum extent permitted by Applicable Insolvency Laws and neither the Borrowers, any Guarantor or any other guarantor of the Credit Obligations nor any other Person shall have any right, claim or defense under this Section that would not otherwise be available under Applicable Insolvency Laws in such proceeding.

Limitation; Insolvency Laws. As used in this Section: (a) the term “Applicable Insolvency Laws” means the laws of the United States of America or of any State, province, nation or other governmental unit relating to 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. §547, §548, §550 and other “avoidance” provisions of Title 11 of the United Stated Code) as applicable in any proceeding in which the validity and/or enforceability of this Agreement against any Borrower, Guaranty or any Specified Lien is in issue; and (b) “Specified Lien” means any security interest, mortgage, lien or encumbrance granted by the Company or any of its Subsidiaries securing the Obligationsthis Guaranty, in whole or in part. Notwithstanding any other provision of this AgreementGuaranty, if, in any proceeding, a court of competent jurisdiction determines that with respect to the Domestic Borrowers, any of the Obligations this Guaranty or any Specified Lien would, but for the operation of this Section, be subject to avoidance and/or recovery or be unenforceable by reason of Applicable Insolvency Laws, the Obligations this Guaranty and each such Specified Lien shall be valid and enforceable against the Domestic Borrowers, only to the maximum extent that would not cause the Obligations this Guaranty or such Specified Lien to be subject to avoidance, recovery or unenforceability. To the extent that any payment to, or realization by, the Administrative Agent, the Lenders or the LC Issuer Lender on the guaranteed Obligations exceeds the limitations of this Section and is otherwise subject to avoidance and recovery in any such proceeding, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment or realization exceeds such limitation, and this Agreement Guaranty as limited shall in all events remain in full force and effect and be fully enforceable against the Domestic Borrowers. Guarantor This Section is intended solely to reserve the rights of the Administrative Agent, the Lenders and the LC Issuer Lender hereunder against the Domestic Borrowers with respect to the Foreign Borrower Obligations, Guarantor in such proceeding to the maximum extent permitted by Applicable Insolvency Laws and neither the BorrowersGuarantor the Borrower, any Guarantor other guarantor of the Obligations nor any other Person shall have any right, claim or defense under this Section that would not otherwise be available under Applicable Insolvency Laws in such proceeding.

Limitation; Insolvency Laws. As used in this Section: Section 8.18(j): (a) the term “Applicable Insolvency Laws” means the laws of the United States of America or of any State, province, nation or other governmental unit relating to 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. §547, §548, §550 and other “avoidance” provisions of Title 11 of the United Stated States Code) as applicable in any proceeding in which the validity and/or enforceability of this Agreement against any Borrower, or any Specified Lien is in issue; and (b) “Specified Lien” means any security interest, mortgage, lien or encumbrance granted by the Company or any of its Subsidiaries Borrower securing the Obligations, in whole or in part. Notwithstanding any other provision of this Agreement, if, in any proceeding, a court of competent jurisdiction determines that with respect to the Domestic Borrowersany Borrower, any of the Obligations this Agreement or any Specified Lien would, but for the operation of this Section, be subject to avoidance and/or recovery or be unenforceable by reason of Applicable Insolvency Laws, the Obligations this Agreement and each such Specified Lien shall be valid and enforceable against the Domestic Borrowerssuch Borrower, only to the maximum extent that would not cause the Obligations this Agreement or such Specified Lien to be subject to avoidance, recovery or unenforceability. To the extent that any payment to, or realization by, the Administrative Agent, the Agent and Lenders or the LC Issuer on the Obligations exceeds the limitations of this Section and is otherwise subject to avoidance and recovery in any such proceeding, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment or realization exceeds such limitation, and this Agreement as limited shall in all events remain in full force and effect and be fully enforceable against the Domestic Borrowerssuch Borrower. This Section is intended solely to reserve the rights of the Administrative Agent, the Agent and Lenders and the LC Issuer hereunder against the Domestic Borrowers with respect to the Foreign Borrower Obligationseach Borrower, in such proceeding to the maximum extent permitted by Applicable Insolvency Laws and neither the Borrowers, any Guarantor guarantor of the Obligations nor any other Person shall have any right, claim or defense under this Section that would not otherwise be available under Applicable Insolvency Laws in such proceeding.

Limitation; Insolvency Laws. As used in this Section: (a) the term “"Applicable Insolvency Laws” " means the laws of the United States of America or of any State, province, nation state or other governmental unit relating to 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. 547, U.S.C. ss. 548, ss. 550 and other “"avoidance” " provisions of Title 11 of the United Stated States Code) as applicable in any proceeding in which the validity and/or enforceability of this Agreement against any Borrower, the Loan Documents or any Specified Lien is in issue; and (b) “"Specified Lien” " means any security interest, mortgage, lien or encumbrance granted by the Company or any of its Subsidiaries securing the Obligations, in whole or in part. Notwithstanding any other provision of this Agreement, if, in any proceedingproceeding against Borrower, a court of competent jurisdiction determines that with respect to the Domestic Borrowers, any of the Obligations or any Specified Lien would, but for the operation of this Section, be subject to avoidance and/or recovery or be unenforceable against Borrower by reason of Applicable Insolvency Laws, the Obligations and each such Specified Lien shall be valid and enforceable against the Domestic Borrowers, only to the maximum extent that would not cause the Obligations or and such Specified Lien to be subject to avoidance, recovery or unenforceability. To the extent that any payment to, or realization by, the Administrative Agent, the Lenders or the LC Issuer Bank on the Obligations exceeds the limitations of this Section and is otherwise subject to avoidance and recovery in any such proceeding, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment or realization exceeds such limitation, and this Agreement the Obligations as limited shall in all events remain in full force and effect and be fully enforceable against the Domestic BorrowersBorrower. This Section is intended solely to reserve the rights of the Administrative Agent, the Lenders and the LC Issuer Bank hereunder against the Domestic Borrowers with respect to the Foreign Borrower Obligations, in such proceeding proceedings to the maximum extent permitted by Applicable Insolvency Laws and neither none of the Borrowers, any Guarantor Borrower nor any other Person shall have any right, claim or defense under this Section that would not otherwise be available under Applicable Insolvency Laws in such proceedingproceedings.

Limitation; Insolvency Laws. As used in this Section: Section 9.18(j): (a) the term “Applicable Insolvency Laws” means the laws of the United States of America or of any State, province, nation or other governmental unit relating to 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. §547, §548, §550 and other “avoidance” provisions of Title 11 of the United Stated Code) as applicable in any proceeding in which the validity and/or enforceability of this Agreement against any Borrower, or any Specified Lien is in issue; and (b) “Specified Lien” means any security interest, mortgage, lien or encumbrance granted by the Company or any of its Subsidiaries Borrower securing the Obligations, in whole or in part. Notwithstanding any other provision of this Agreement, if, in any proceeding, a court of competent jurisdiction determines that with respect to the Domestic Borrowersany Borrower, any of the Obligations this Agreement or any Specified Lien would, but for the operation of this Section, be subject to avoidance and/or recovery or be unenforceable by reason of Applicable Insolvency Laws, the Obligations this Agreement and each such Specified Lien shall be valid and enforceable against the Domestic Borrowerssuch Borrower, only to the maximum extent that would not cause the Obligations this Agreement or such Specified Lien to be subject to avoidance, recovery or unenforceability. To the extent that any payment to, or realization by, the Administrative Agent, the Lenders or the LC Issuer Administrative Agent on the Obligations exceeds the limitations of this Section and is otherwise subject to avoidance and recovery in any such proceeding, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment or realization exceeds such limitation, and this Agreement as limited shall in all events remain in full force and effect and be fully enforceable against the Domestic Borrowerssuch Borrower. This Section is intended solely to reserve the rights of the Administrative Agent, the Lenders and the LC Issuer Administrative Agent hereunder against the Domestic Borrowers with respect to the Foreign Borrower Obligationseach Borrower, in such proceeding to the maximum extent permitted by Applicable Insolvency Laws and neither the Borrowers, any Guarantor guarantor of the Obligations nor any other Person shall have any right, claim or defense under this Section that would not otherwise be available under Applicable Insolvency Laws in such proceeding.

Limitation; Insolvency Laws. As used in this Section: (a) the term “Applicable Insolvency Laws” means the laws of the United States of America or of any State, province, nation or other governmental unit relating to 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. 547, 548, 550 and other “avoidance” provisions of Title 11 of the United Stated Code) as applicable in any proceeding in which the validity and/or enforceability of this Agreement against any Borrower, or any Specified Lien is in issue; and (b) “Specified Lien” means any security interest, mortgage, lien or encumbrance granted by the Company or any of its Subsidiaries securing the Obligations, in whole or in part. Notwithstanding any other provision of this Agreement, if, in any proceeding, a court of competent jurisdiction determines that with respect to the Domestic BorrowersCompany, any of the Obligations or any Specified Lien would, but for the operation of this Section, be subject to avoidance and/or recovery or be unenforceable by reason of Applicable Insolvency Laws, the Obligations and each such Specified Lien shall be valid and enforceable against the Domestic BorrowersCompany, to the maximum extent that would not cause the Obligations or such Specified Lien to be subject to avoidance, recovery or unenforceability. To the extent that any payment to, or realization by, the Administrative Agent, the Lenders or the LC Issuer on the Obligations exceeds the limitations of this Section and is otherwise subject to avoidance and recovery in any such proceeding, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment or realization exceeds such limitation, and this Agreement as limited shall in all events remain in full force and effect and be fully enforceable against the Domestic BorrowersCompany. This Section is intended solely to reserve the rights of the Administrative Agent, the Lenders and the LC Issuer hereunder against the Domestic Borrowers Company with respect to the Foreign Borrower Obligations, in such proceeding to the maximum extent permitted by Applicable Insolvency Laws and neither the Borrowers, any Guarantor nor any other Person shall have any right, claim or defense under this Section that would not otherwise be available under Applicable Insolvency Laws in such proceeding.

Limitation; Insolvency Laws. As used in this Section: (a) the term “"Applicable Insolvency Laws” " means the laws of the United States of America or of any State, province, nation state or other governmental unit relating to 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. 547, U.S.C. ss. 548, ss. 550 and other “"avoidance” " provisions of Title 11 of the United Stated States Code) as applicable in any proceeding in which the validity and/or enforceability of this Agreement against any Borrower, the Loan Documents or any Specified Lien is in issue; and (b) “"Specified Lien” " means any security interest, mortgage, lien or encumbrance granted by the Company or any of its Subsidiaries securing the Obligations, in whole or in part. Notwithstanding any other provision of this Agreement, if, in any proceedingproceeding against Borrower and/or a Subsidiary, a court of competent jurisdiction determines that with respect to the Domestic Borrowers, any of the Obligations or any Specified Lien would, but for the operation of this Section, be subject to avoidance and/or recovery or be unenforceable against Borrower or the Subsidiary by reason of Applicable Insolvency Laws, the Obligations and each such Specified Lien shall be valid and enforceable against the Domestic Borrowers, only to the maximum extent that would not cause the Obligations or and such Specified Lien to be subject to avoidance, recovery or unenforceability. To the extent that any payment to, or realization by, the Administrative Agent, the Lenders or the LC Issuer Bank on the Obligations exceeds the limitations of this Section and is otherwise subject to avoidance and recovery in any such proceeding, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment or realization exceeds such limitation, and this Agreement the Obligations as limited shall in all events remain in full force and effect and be fully enforceable against the Domestic BorrowersBorrower and each Subsidiary. This Section is intended solely to reserve the rights of the Administrative Agent, the Lenders and the LC Issuer Bank hereunder against the Domestic Borrowers with respect to the Foreign Borrower Obligations, and each Subsidiary in such proceeding proceedings to the maximum extent permitted by Applicable Insolvency Laws and neither none of the Borrowers, any Guarantor Borrower nor any other Subsidiary nor any Person shall have any right, claim or defense under this Section that would not otherwise be available under Applicable Insolvency Laws in such proceedingproceedings. If the Obligations or any Specified Lien are subject to avoidance or recovery, or are unenforceable, with respect to Borrower or any Subsidiary by reason of Applicable Insolvency Laws, or if the validity and enforceability of the Obligations or any Specified Lien are limited with respect to Borrower or any Subsidiary pursuant to this Section 7.3, such avoidance, recovery, unenforceability or limitation shall not affect the validity or enforceability of the Obligations or any Specified Lien with respect to any other Subsidiary.

Limitation; Insolvency Laws. As used in this Section: (a) the term “Applicable Insolvency Laws” means the laws of the United States of America or of any State, province, nation or other governmental unit relating to 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. §547, §548, §550 and other “avoidance” provisions of Title 11 of the United Stated Code) as applicable in any proceeding in which the validity and/or enforceability of this Agreement against any Borrower, Guaranty or any Specified Lien is in issue; and (b) “Specified Lien” means any security interest, mortgage, lien or encumbrance granted by the Company or any of its Subsidiaries securing the Obligationsthis Guaranty, in whole or in part. Notwithstanding any other provision of this AgreementGuaranty, if, in any proceeding, a court of competent jurisdiction determines that with respect to the Domestic Borrowers, any of the Obligations this Guaranty or any Specified Lien would, but for the operation of this Section, be subject to avoidance and/or recovery or be unenforceable by reason of Applicable Insolvency Laws, the Obligations this Guaranty and each such Specified Lien shall be valid and enforceable against the Domestic Borrowers, only to the maximum extent that would not cause the Obligations this Guaranty or such Specified Lien to be subject to avoidance, recovery or unenforceability. To the extent that any payment to, or realization by, the Administrative Agent, the Lenders Agent or the LC Issuer any Lender on the guaranteed Obligations exceeds the limitations of this Section and is otherwise subject to avoidance and recovery in any such proceeding, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment or realization exceeds such limitation, and this Agreement Guaranty as limited shall in all events remain in full force and effect and be fully enforceable against the Domestic BorrowersGuarantors. This Section is intended solely to reserve the rights of the Administrative Agent, the Lenders and the LC Issuer Agent hereunder against the Domestic Borrowers with respect to the Foreign Borrower Obligations, Guarantors in such proceeding to the maximum extent permitted by Applicable Insolvency Laws and neither the BorrowersGuarantors, the Borrower, any Guarantor other guarantor of the Obligations nor any other Person shall have any right, claim or defense under this Section that would not otherwise be available under Applicable Insolvency Laws in such proceeding.

Limitation; Insolvency Laws. As used in this Section: Section 8.18(j): (a) the term “Applicable Insolvency Laws” means the laws of the United States of America or of any State, province, nation or other governmental unit relating to 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. §547, §548, §550 and other “avoidance” provisions of Title 11 of the United Stated States Code) as applicable in any proceeding in which the validity and/or enforceability of this Agreement against any Borrower, or any Specified Lien is in issue; and (b) “Specified Lien” means any security interest, mortgage, lien or encumbrance granted by the Company or any of its Subsidiaries Borrower securing the Obligations, in whole or in part. Notwithstanding any other provision of this Agreement, if, in any proceeding, a court of competent jurisdiction determines that with respect to the Domestic Borrowersany Borrower, any of the Obligations this Agreement or any Specified Lien would, but for the operation of this Section, be subject to avoidance and/or recovery or be unenforceable by reason of Applicable Insolvency Laws, the Obligations this Agreement and each such Specified Lien shall be valid and enforceable against the Domestic Borrowerssuch Borrower, only to the maximum extent that would not cause the Obligations this Agreement or such Specified Lien to be subject to avoidance, recovery or unenforceability. To the extent that any payment to, or realization by, the Administrative Agent, the Lenders or the LC Issuer Lender on the Obligations exceeds the limitations of this Section and is otherwise subject to avoidance and recovery in any such proceeding, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment or realization exceeds such limitation, and this Agreement as limited shall in all events remain in full force and effect and be fully enforceable against the Domestic Borrowerssuch Borrower. This Section is intended solely to reserve the rights of the Administrative Agent, the Lenders and the LC Issuer Lender hereunder against the Domestic Borrowers with respect to the Foreign Borrower Obligationseach Borrower, in such proceeding to the maximum extent permitted by Applicable Insolvency Laws and neither the Borrowers, any Guarantor guarantor of the Obligations nor any other Person shall have any right, claim or defense under this Section that would not otherwise be available under Applicable Insolvency Laws in such proceeding.

Limitation; Insolvency Laws. As used in this Section: (a) the term “Applicable Insolvency Laws” means the laws of the United States of America or of any State, province, nation or other governmental unit relating to 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. 547, 548, 550 and other “avoidance” provisions of Title 11 of the United Stated Code) as applicable in any proceeding in which the validity and/or enforceability of this Agreement against any Borrower, or any Specified Lien is in issue; and (b) “Specified Lien” means any security interest, mortgage, lien or encumbrance granted by the Company or any of its Subsidiaries securing the Obligations, in whole or in part. Notwithstanding any other provision hereof, the obligation of the Guarantor on this Agreement, if, Guaranty is limited to the amount which can be guaranteed by the Guarantor under applicable federal and state laws relating to the insolvency of debtors without this Guaranty being held to be avoidable or unenforceable. The Guarantor acknowledges and agrees that Obligations may be created and continued in any proceedingamount, a court without affecting or impairing the liability of competent jurisdiction determines that with respect the Guarantor hereunder, and the Banks may pay (or allow for the payment of) Obligations out of any sums received by or available to the Domestic BorrowersBanks on account of Obligations from the Borrower or any other Person (except the Guarantor), any from the properties of the Obligations Borrower or such other Persons, out of collateral security or from any Specified Lien wouldother source and such payment (or allowance) shall not reduce, but for affect or impair the operation liability of this Section, the Guarantor hereunder. The liability of the Guarantor shall be subject a continuing liability and shall not be affected by (nor shall anything herein contained be deemed a limitation upon) the amount of credit which may be extended to avoidance and/or recovery or be unenforceable by reason of Applicable Insolvency Lawsthe Borrower, the number of transactions with the Borrower, repayments by the Borrower, or the allocation by the Banks of repayments by the Borrower, it being the understanding of the Guarantor that the Guarantor's liability shall continue hereunder so long as there are any Obligations outstanding and each such Specified Lien until the expiration of the obligations, if any, of the Bank to extend credit accommodations to the Borrower. Any payment made by the Guarantor hereunder shall be valid and enforceable against effective to reduce or discharge such liability only if accompanied by a written transmittal document, received by the Domestic BorrowersAgent, to advising the maximum extent Banks that would not cause the Obligations or such Specified Lien to be subject to avoidance, recovery or unenforceabilitypayment is made under this Guaranty for such purpose. To the extent that any payment to, or realization by, the Administrative Agent, the Lenders or the LC Issuer Banks on the guaranteed Obligations exceeds the limitations of this Section and is otherwise subject to avoidance and recovery in any such proceeding, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment or realization exceeds such limitation, and this Agreement Guaranty as limited shall in all events remain in full force and effect and be fully enforceable against the Domestic BorrowersGuarantor. This Section is intended solely to reserve preserve the rights of the Administrative Agent, the Lenders and the LC Issuer Banks hereunder against the Domestic Borrowers with respect to the Foreign Borrower Obligations, in such proceeding to the maximum extent permitted by Applicable Insolvency Laws Guarantor and neither the BorrowersGuarantor, the Borrower, any Guarantor other guarantor of the Obligations nor any other Person shall have any right, claim or defense under this Section that would not otherwise be available under Applicable Insolvency Laws in such proceedingapplicable insolvency laws.

Limitation; Insolvency Laws. As used in this Section: (a) the term “Applicable Insolvency Laws” means the laws of the United States of America or of any State, province, nation or other governmental unit relating to 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. 547, 548, 550 and other “avoidance” provisions of Title 11 of the United Stated Code) as applicable in any proceeding in which the validity and/or enforceability of this Agreement against any Borrower, or any Specified Lien is in issue; and (b) “”Specified Lien” means any security interest, mortgage, lien or encumbrance granted by the Company or any of its Subsidiaries securing the Obligations, in whole or in part. Notwithstanding any other provision of this Agreement, if, in any proceeding, a court of competent jurisdiction determines that with respect to the Domestic Borrowers, any of the Obligations or any Specified Lien would, but for the operation of this Section, be subject to avoidance and/or recovery or be unenforceable by reason of Applicable Insolvency Laws, the Obligations and each such Specified Lien shall be valid and enforceable against the Domestic Borrowers, to the maximum extent that would not cause the Obligations or such Specified Lien to be subject to avoidance, recovery or unenforceability. To the extent that any payment to, or realization by, the Administrative Agent, the Lenders or the LC Issuer on the Obligations exceeds the limitations of this Section and is otherwise subject to avoidance and recovery in any such proceeding, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment or realization exceeds such limitation, and this Agreement as limited shall in all events remain in full force and effect and be fully enforceable against the Domestic Borrowers. This Section is intended solely to reserve the rights of the Administrative Agent, the Lenders and the LC Issuer hereunder against the Domestic Borrowers with respect to the Foreign Borrower Obligations, in such proceeding to the maximum extent permitted by Applicable Insolvency Laws and neither the Borrowers, any Guarantor nor any other Person shall have any right, claim or defense under this Section that would not otherwise be available under Applicable Insolvency Laws in such proceeding.

Limitation; Insolvency Laws. As used in this Section: (a) the term “Applicable Insolvency Laws” means the laws of the United States of America or of any State, province, nation or other governmental unit relating to 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. U.S.C. §547, §548, §550 and other “avoidance” provisions of Title 11 of the United Stated Code) as applicable in any proceeding in which the validity and/or enforceability of this Agreement against any Borrower, Guaranty or any Specified Lien is in issue; and (b) “Specified Lien” means any security interest, mortgage, lien or encumbrance granted by the Company or any of its Subsidiaries securing the Obligationsthis Guaranty, in whole or in part. Notwithstanding any other provision of this AgreementGuaranty, if, in any proceeding, a court of competent jurisdiction determines that with respect to the Domestic Borrowers, any of the Obligations this Guaranty or any Specified Lien would, but for the operation of this Section, be subject to avoidance and/or recovery or be unenforceable by reason of Applicable Insolvency Laws, the Obligations this Guaranty and each such Specified Lien shall be valid and enforceable against the Domestic Borrowers, only to the maximum extent that would not cause the Obligations this Guaranty or such Specified Lien to be subject to avoidance, recovery or unenforceability. To the extent that any payment to, or realization by, the Administrative Agent, the Lenders or the LC Issuer Minnetronix on the guaranteed Obligations exceeds the limitations of this Section and is otherwise subject to avoidance and recovery in any such proceeding, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment or realization exceeds such limitation, and this Agreement Guaranty as limited shall in all events remain in full force and effect and be fully enforceable against the Domestic BorrowersGuarantor. This Section is intended solely to reserve the rights of the Administrative Agent, the Lenders and the LC Issuer Minnetronix hereunder against the Domestic Borrowers with respect to the Foreign Borrower Obligations, Guarantor in such proceeding to the maximum extent permitted by Applicable Insolvency Laws and neither the BorrowersGuarantor QIG, any Guarantor other guarantor of the Obligations nor any other Person shall have any right, claim or defense under this Section that would not otherwise be available under Applicable Insolvency Laws in such proceeding.

Limitation; Insolvency Laws. As used in this Section: Section 9.18(j): (a) the term “Applicable Insolvency Laws” means the laws of the United States of America or of any State, province, nation or other governmental unit relating to 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. §547, §548, §550 and other “avoidance” provisions of Title 11 of the United Stated States Code) as applicable in any proceeding in which the validity and/or enforceability of this Agreement against any Borrower, or any Specified Lien is in issue; and (b) “Specified Lien” means any security interest, mortgage, lien or encumbrance granted by the Company or any of its Subsidiaries Borrower securing the Obligations, in whole or in part. Notwithstanding any other provision of this Agreement, if, in any proceeding, a court of competent jurisdiction determines that with respect to the Domestic Borrowersany Borrower, any of the Obligations this Agreement or any Specified Lien would, but for the operation of this Section, be subject to avoidance and/or recovery or be unenforceable by reason of Applicable Insolvency Laws, the Obligations this Agreement and each such Specified Lien shall be valid and enforceable against the Domestic Borrowerssuch Borrower, only to the maximum extent that would not cause the Obligations this Agreement or such Specified Lien to be subject to avoidance, recovery or unenforceability. To the extent that any payment to, or realization by, the Administrative Agent, the Lenders Banks or the LC Issuer Agent on the Obligations exceeds the limitations of this Section and is otherwise subject to avoidance and recovery in any such proceeding, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment or realization exceeds such limitation, and this Agreement as limited shall in all events remain in full force and effect and be fully enforceable against the Domestic Borrowerssuch Borrower. This Section is intended solely to reserve the rights of the Administrative Agent, the Lenders Banks and the LC Issuer Agent hereunder against the Domestic Borrowers with respect to the Foreign Borrower Obligationseach Borrower, in such proceeding to the maximum extent permitted by Applicable Insolvency Laws and neither the Borrowers, any Guarantor guarantor of the Obligations nor any other Person shall have any right, claim or defense under this Section that would not otherwise be available under Applicable Insolvency Laws in such proceeding.

Limitation; Insolvency Laws. As used in this Section: Section 9.18(j): (a) the term “Applicable Insolvency Laws” means the laws of the United States of America or of any State, province, nation or other governmental unit relating to 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. §547, §548, §550 and other “avoidance” provisions of Title 11 of the United Stated States Code) as applicable in any proceeding in which the validity and/or enforceability of this Agreement against any Borrower, or any Specified Lien is in issue; and (b) “Specified Lien” means any security interest, mortgage, lien or encumbrance granted by the Company or any of its Subsidiaries Borrower securing the Obligations, in whole or in part. Notwithstanding any other provision of this Agreement, if, in any proceeding, a court of competent jurisdiction determines that with respect to the Domestic Borrowersany Borrower, any of the Obligations this Agreement or any Specified Lien would, but for the operation of this Section, be subject to avoidance and/or recovery or be unenforceable by reason of Applicable Insolvency Laws, the Obligations this Agreement and each such Specified Lien shall be valid and enforceable against the Domestic Borrowerssuch Borrower, only to the maximum extent that would not cause the Obligations this Agreement or such Specified Lien to be subject to avoidance, recovery or unenforceability. To the extent that any payment to, or realization by, the Administrative Agent, the Lenders Banks or the LC Issuer Administrative Agent on the Obligations exceeds the limitations of this Section and is otherwise subject to avoidance and recovery in any such proceeding, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment or realization exceeds such limitation, and this Agreement as limited shall in all events remain in full force and effect and be fully enforceable against the Domestic Borrowerssuch Borrower. This Section is intended solely to reserve the rights of the Administrative Agent, the Lenders Banks and the LC Issuer Administrative Agent hereunder against the Domestic Borrowers with respect to the Foreign Borrower Obligationseach Borrower, in such proceeding to the maximum extent permitted by Applicable Insolvency Laws and neither the Borrowers, any Guarantor guarantor of the Obligations nor any other Person shall have any right, claim or defense under this Section that would not otherwise be available under Applicable Insolvency Laws in such proceeding.

Limitation; Insolvency Laws. As used in this Section: Section 8.17(f): (a) the term “Applicable Insolvency Laws” means the laws of the United States of America or of any State, province, nation or other governmental unit relating to 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. §547, §548, §550 and other “avoidance” provisions of Title 11 of the United Stated States Code) as applicable in any proceeding in which the validity and/or enforceability of this Agreement against any the Borrower, or any Specified Lien is in issue; and (b) “Specified Lien” means any security interest, mortgage, lien or encumbrance granted by the Company or any of its Subsidiaries Borrower securing the Obligations, in whole or in part. Notwithstanding any other provision of this Agreement, if, in any proceeding, a court of competent jurisdiction determines that with respect to the Domestic BorrowersBorrower, any of the Obligations this Agreement or any Specified Lien would, but for the operation of this Section, be subject to avoidance and/or recovery or be unenforceable by reason of Applicable Insolvency Laws, the Obligations this Agreement and each such Specified Lien shall be valid and enforceable against the Domestic BorrowersBorrower, only to the maximum extent that would not cause the Obligations this Agreement or such Specified Lien to be subject to avoidance, recovery or unenforceability. To the extent that any payment to, or realization by, the Administrative Agent, the Lenders Lender or the LC Issuer Lender on the Obligations exceeds the limitations of this Section and is otherwise subject to avoidance and recovery in any such proceeding, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment or realization exceeds such limitation, and this Agreement as limited shall in all events remain in full force and effect and be fully enforceable against the Domestic BorrowersBorrower. This Section is intended solely to reserve the rights of the Administrative Agent, the Lenders and the LC Issuer hereunder Lender against the Domestic Borrowers with respect to the Foreign Borrower ObligationsBorrower, in such proceeding to the maximum extent permitted by Applicable Insolvency Laws and neither the BorrowersBorrower, any Guarantor guarantor of the Obligations nor any other Person shall have any right, claim or defense under this Section that would not otherwise be available under Applicable Insolvency Laws in such proceeding.

Limitation; Insolvency Laws. As used in this Section: (a) the term “"Applicable Insolvency Laws” " means the laws of the United States of America or of any State, province, nation or other governmental unit relating to 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 Stated Code) as applicable in any proceeding in which the validity and/or enforceability of this Agreement against any Borrower, Guaranty or any Specified Lien is in issue; and (b) “"Specified Lien” " means any security interest, mortgage, lien or encumbrance granted by the Company or any of its Subsidiaries securing the Obligationsthis Guaranty, in whole or in part. Notwithstanding any other provision of this AgreementGuaranty, if, in any proceeding, a court of competent jurisdiction determines that with respect to the Domestic Borrowers, any of the Obligations this Guaranty or any Specified Lien would, but for the operation of this Section, be subject to avoidance and/or recovery or be unenforceable by reason of Applicable Insolvency Laws, the Obligations this Guaranty and each such Specified Lien shall be valid and enforceable against the Domestic Borrowers, only to the maximum extent that would not cause the Obligations this Guaranty or such Specified Lien to be subject to avoidance, recovery or unenforceability. To the extent that any payment to, or realization by, the Administrative Agent, the Lenders Agent or the LC Issuer Banks on the guaranteed Obligations exceeds the limitations of this Section and is otherwise subject to avoidance and recovery in any such proceeding, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment or realization exceeds such limitation, and this Agreement Guaranty as limited shall in all events remain in full force and effect and be fully enforceable against the Domestic BorrowersGuarantor. This Section is intended solely to reserve the rights of the Administrative Agent, the Lenders Agent and the LC Issuer Banks hereunder against the Domestic Borrowers with respect to the Foreign Borrower Obligations, Guarantor in such proceeding to the maximum extent permitted by Applicable Insolvency Laws and neither the BorrowersGuarantor, the Borrower, any Guarantor other guarantor of the Obligations nor any other Person shall have any right, claim or defense under this Section that would not otherwise be available under Applicable Insolvency Laws in such proceeding.

Limitation; Insolvency Laws. As used in this Section: Section 9.18(j): (a) the term “Applicable Insolvency Laws” means the laws of the United States of America or of any State, province, nation or other governmental unit relating to 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. §547, §548, §550 and other “avoidance” provisions of Title 11 of the United Stated Code) as applicable in any proceeding in which the validity and/or enforceability of this Agreement against any Borrower, or any Specified Lien is in issue; and (b) “Specified Lien” means any security interest, mortgage, lien or encumbrance granted by the Company or any of its Subsidiaries Borrower securing the Obligations, in whole or in part. Notwithstanding any other provision of this Agreement, if, in any proceeding, a court of competent jurisdiction determines that with respect to the Domestic Borrowersany Borrower, any of the Obligations this Agreement or any Specified Lien would, but for the operation of this Section, be subject to avoidance and/or recovery or be unenforceable by reason of Applicable Insolvency Laws, the Obligations this Agreement and each such Specified Lien shall be valid and enforceable against the Domestic Borrowerssuch Borrower, only to the maximum extent that would not cause the Obligations this Agreement or such Specified Lien to be subject to avoidance, recovery or unenforceability. To the extent that any payment to, or realization by, the Administrative Agent, the Lenders Banks or the LC Issuer Agent on the Obligations exceeds the limitations of this Section and is otherwise subject to avoidance and recovery in any such proceeding, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment or realization exceeds such limitation, and this Agreement as limited shall in all events remain in full force and effect and be fully enforceable against the Domestic Borrowerssuch Borrower. This Section is intended solely to reserve the rights of the Administrative Agent, the Lenders Banks and the LC Issuer Agent hereunder against the Domestic Borrowers with respect to the Foreign Borrower Obligationseach Borrower, in such proceeding to the maximum extent permitted by Applicable Insolvency Laws and neither the Borrowers, any Guarantor guarantor of the Obligations nor any other Person shall have any right, claim or defense under this Section that would not otherwise be available under Applicable Insolvency Laws in such proceeding.. - 62 -

Limitation; Insolvency Laws. As used in this Section: Section 9.18(j): (a) the term “Applicable Insolvency Laws” means the laws of the United States of America or of any State, province, nation or other governmental unit relating to bankruptcy, reorganization, arrangement, adjustment of debts, relief of debtors, dissolution, insolvency, fraudulent transfers or conveyances or other similar laws (including, without limitation, including 11 U. S. C. §547, §548, §550 and other “avoidance” provisions of Title 11 of the United Stated Code) as applicable in any proceeding in which the validity and/or enforceability of this Agreement against any Borrower, or any Specified Lien is in issue; and (b) “Specified Lien” means any security interest, mortgage, lien or encumbrance granted by the Company or any of its Subsidiaries Borrower securing the Obligations, in whole or in part. Notwithstanding any other provision of this Agreement, if, in any proceeding, a court of competent jurisdiction determines that with respect to the Domestic Borrowersany Borrower, any of the Obligations this Agreement or any Specified Lien would, but for the operation of this Section, be subject to avoidance and/or recovery or be unenforceable by reason of Applicable Insolvency Laws, the Obligations this Agreement and each such Specified Lien shall be valid and enforceable against the Domestic Borrowerssuch Borrower, only to the maximum extent that would not cause the Obligations this Agreement or such Specified Lien to be subject to avoidance, recovery or unenforceability. To the extent that any payment to, or realization by, the Administrative Agent, the Lenders or the LC Issuer Administrative Agent on the Obligations exceeds the limitations of this Section and is otherwise subject to avoidance and recovery in any such proceeding, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment or realization exceeds such limitation, and this Agreement as limited shall in all events remain in full force and effect and be fully enforceable against the Domestic Borrowerssuch Borrower. This Section is intended solely to reserve the rights of the Administrative Agent, the Lenders and the LC Issuer Administrative Agent hereunder against the Domestic Borrowers with respect to the Foreign Borrower Obligationseach Borrower, in such proceeding to the maximum extent permitted by Applicable Insolvency Laws and neither the Borrowers, any Guarantor guarantor of the Obligations nor any other Person shall have any right, claim or defense under this Section that would not otherwise be available under Applicable Insolvency Laws in such proceeding.

Limitation; Insolvency Laws. As used in this Section: (a) the term “"Applicable Insolvency Laws” " means the laws of the United States of America or of any State, province, nation state or other governmental unit relating to 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. 547, U.S.C. ss. 548, ss. 550 and other “"avoidance” " provisions of Title 11 of the United Stated States Code) as applicable in any proceeding in which the validity and/or enforceability of this Agreement against any Borrower, the Loan Documents or any Specified Lien is in issue; and (b) “"Specified Lien” " means any security interest, mortgage, lien or encumbrance granted by the Company or any of its Subsidiaries securing the Obligations, in whole or in part. Notwithstanding any other provision of this Agreement, if, in any proceedingproceeding against the Borrower, a court of competent jurisdiction determines that with respect to the Domestic Borrowers, any of the Obligations or any Specified Lien would, but for the operation of this Section, be subject to avoidance and/or recovery or be unenforceable against the Borrower by reason of Applicable Insolvency Laws, the Obligations and each such Specified Lien shall be valid and enforceable against the Domestic Borrowers, only to the maximum extent that would not cause the Obligations or and such Specified Lien to be subject to avoidance, recovery or unenforceability. To the extent that any payment to, or realization by, the Administrative Agent, the Lenders or the LC Issuer Bank on the Obligations exceeds the limitations of this Section and is otherwise subject to avoidance and recovery in any such proceeding, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment or realization exceeds such limitation, and this Agreement the Obligations as limited shall in all events remain in full force and effect and be fully enforceable against the Domestic BorrowersBorrower. This Section is intended solely to reserve the rights of the Administrative Agent, the Lenders and the LC Issuer Bank hereunder against the Domestic Borrowers with respect to the Foreign Borrower Obligations, in such proceeding proceedings to the maximum extent permitted by Applicable Insolvency Laws and neither the Borrowers, any Guarantor Borrower nor any other Person shall have any right, claim or defense under this Section that would not otherwise be available under Applicable Insolvency Laws in such proceedingproceedings. If the Obligations or any Specified Lien are subject to avoidance or recovery, or are unenforceable, with respect to the Borrower by reason of Applicable Insolvency Laws, or if the validity and enforceability of the Obligations or any Specified Lien are limited with respect to the Borrower pursuant to this Section 7.6, such avoidance, recovery, unenforceability or limitation shall not affect the validity or enforceability of the Obligations or any Specified Lien with respect to any other Loan Party .

Limitation; Insolvency Laws. As used in this Section: (a) the term “Applicable Insolvency Laws” means the laws of the United States of America or of any State, province, nation or other governmental unit relating to 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. U.S.C. §547, §548, §550 and other “avoidance” provisions of Title 11 of the United Stated Code) as applicable in any proceeding in which the validity and/or enforceability of this Agreement against any Borrower, Guaranty or any Specified Lien is in issue; and (b) “Specified Lien” means any security interest, mortgage, lien or encumbrance granted by the Company or any of its Subsidiaries securing the Obligationsthis Guaranty, in whole or in part. Notwithstanding any other provision of this AgreementGuaranty, if, in any proceeding, a court of competent jurisdiction determines that with respect to the Domestic Borrowers, any of the Obligations this Guaranty or any Specified Lien would, but for the operation of this Section, be subject to avoidance and/or recovery or be unenforceable by reason of Applicable Insolvency Laws, the Obligations this Guaranty and each such Specified Lien shall be valid and enforceable against the Domestic Borrowers, only to the maximum extent that would not cause the Obligations this Guaranty or such Specified Lien to be subject to avoidance, recovery or unenforceability. To the extent that any payment to, or realization by, the Administrative Agent, Agent and the Lenders or the LC Issuer Banks on the guaranteed Obligations exceeds the limitations of this Section and is otherwise subject to avoidance and recovery in any such proceeding, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment or realization exceeds such limitation, and this Agreement Guaranty as limited shall in all events remain in full force and effect and be fully enforceable against the Domestic BorrowersGuarantor. This Section is intended solely to reserve the rights of the Administrative Agent, the Lenders Agent and the LC Issuer Banks hereunder against the Domestic Borrowers with respect to the Foreign Borrower Obligations, Guarantor in such proceeding to the maximum extent permitted by Applicable Insolvency Laws and neither the BorrowersGuarantor, the Borrower, any Guarantor other guarantor of the Obligations nor any other Person shall have any right, claim or defense under this Section that would not otherwise be available under Applicable Insolvency Laws in such proceeding.

Limitation; Insolvency Laws. As used in this Section: Section --------------------------- 9.17(j): (a) the term “"Applicable Insolvency Laws” " means the laws of the United States of America or of any State, province, nation or other governmental unit relating to 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. 547(S)547, 548(S)548, 550 (S)550 and other “"avoidance” " provisions of Title 11 of the United Stated Code) as applicable in any proceeding in which the validity and/or enforceability of this Agreement against any Borrower, HomeCrest or Panther or any Specified Lien is in issue; and (b) “"Specified Lien” " means any security interest, mortgage, lien or encumbrance granted by the Company HomeCrest or any of its Subsidiaries Panther securing the Obligations, in whole or in part. Notwithstanding any other provision of this Agreement, if, in any proceeding, a court of competent jurisdiction determines that with respect to the Domestic Borrowers, any of the Obligations HomeCrest or Panther this Agreement or any Specified Lien would, but for the operation of this Section, be subject to avoidance and/or recovery or be unenforceable by reason of Applicable Insolvency Laws, the Obligations this Agreement and each such Specified Lien shall be valid and enforceable against the Domestic BorrowersHomeCrest or Panther, as applicable, only to the maximum extent that would not cause the Obligations this Agreement or such Specified Lien to be subject to avoidance, recovery or unenforceability. To the extent that any payment to, or realization by, the Administrative Agent, the Lenders Banks or the LC Issuer Agent on the Obligations exceeds the limitations of this Section and is otherwise subject to avoidance and recovery in any such proceeding, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment or realization exceeds such limitation, and this Agreement as limited shall in all events remain in full force and effect and be fully enforceable against the Domestic BorrowersHomeCrest and Panther. This Section is intended solely to reserve the rights of the Administrative Agent, the Lenders Banks and the LC Issuer Agent hereunder against the Domestic Borrowers with respect to the Foreign Borrower Obligations, HomeCrest and Panther in such proceeding to the maximum extent permitted by Applicable Insolvency Laws and neither the Borrowers, any Guarantor guarantor of the Obligations nor any other Person shall have any right, claim or defense under this Section that would not otherwise be available under Applicable Insolvency Laws in such proceeding.

Limitation; Insolvency Laws. As used in this Section: Section 14.2(j): (a) the term “Applicable Insolvency Laws” means the laws of the United States of America or of any State, province, nation or other governmental unit relating to 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. §547, §548, §550 and other “avoidance” provisions of Title 11 of the United Stated Code) as applicable in any proceeding in which the validity and/or enforceability of this Agreement against any BorrowerLoan Party, or any Specified Lien is in issue; and (b) “Specified Lien” means any security interest, mortgage, lien or encumbrance granted by the Company or any of its Subsidiaries Loan Party securing the Obligations, in whole or in part. Notwithstanding any other provision of this Agreement, if, in any proceeding, a court of competent jurisdiction determines that with respect to the Domestic Borrowersany Loan party, this Agreement or any of the Obligations other Loan Document or any Specified Lien would, but for the operation of this Section, be subject to avoidance and/or recovery or be unenforceable by reason of Applicable Insolvency Laws, the Obligations this Agreement and each such Specified Lien shall be valid and enforceable against the Domestic Borrowerssuch Loan Party, only to the maximum extent that would not cause the Obligations this Agreement, such other Loan Document or such Specified Lien to be subject to avoidance, recovery or unenforceability. To the extent that any payment to, or realization by, the Administrative Agent, the Lenders or the LC Issuer Lender on the Obligations exceeds the limitations of this Section and is otherwise subject to avoidance and recovery in any such proceeding, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment or realization exceeds such limitation, and this Agreement and such other Loan Document as limited shall in all events remain in full force and effect and be fully enforceable against the Domestic Borrowerssuch Loan Party. This Section is intended solely to reserve the rights of the Administrative Agent, the Lenders and the LC Issuer Lender hereunder against the Domestic Borrowers with respect to the Foreign Borrower Obligationseach Loan Party, in such proceeding to the maximum extent permitted by Applicable Insolvency Laws and neither the BorrowersLoan Parties, any Guarantor guarantor of the Obligations nor any other Person shall have any right, claim or defense under this Section that would not otherwise be available under Applicable Insolvency Laws in such proceeding.