Common use of General Limitation on Guarantee Obligations Clause in Contracts

General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate law, or any state or Federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of Premcor Refining under this Guarantee would otherwise be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of Premcor Refining’s liability under this Guarantee, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by Premcor Refining, any Holder of Notes of a series or any other person, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

General Limitation on Guarantee Obligations. In any action or ------------------------------------------- proceeding involving any state corporate law, or any state or Federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of Premcor Refining the Subsidiary Guarantor under this Guarantee Section 2.01 hereof would otherwise be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of Premcor Refining’s its liability under this Guaranteesaid Section 2.01, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by Premcor Refiningthe Subsidiary Guarantor, any Holder of Notes of a series the Administrative Agent, the Lenders or any other personPerson, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate law, or any state or Federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of Premcor Refining any Guarantor under this Guarantee Section 5.1 would otherwise otherwise, taking into account the provisions of Section 5.8, be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of Premcor Refining’s its liability under this GuaranteeSection 5.1, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by Premcor Refiningsuch Guarantor, any Holder of Notes of a series Holder, the Trustee or any other personPerson, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

General Limitation on Guarantee Obligations. In any action or ------------------------------------------- proceeding involving any state corporate law, or any state or Federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of Premcor Refining any Guarantor under this Guarantee Section 6.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of Premcor Refining’s its liability under this GuaranteeSection 6.01, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by Premcor Refiningsuch Guarantor, any Holder of Notes of a series Lender, the Administrative Agent or any other personPerson, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

General Limitation on Guarantee Obligations. In any ------------------------------------------- action or proceeding involving any state corporate law, or any state or Federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of Premcor Refining any Guarantor under this Guarantee Section 6.01 would otherwise otherwise, taking into account the provisions of Section 6.08, be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of Premcor Refining’s its liability under this GuaranteeSection 6.01, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by Premcor Refiningsuch Guarantor, any Holder of Notes of a series Lender, the Administrative Agent or any other personPerson, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

General Limitation on Guarantee Obligations. In any action or proceeding involving any state or provincial corporate law, or any state foreign, state, provincial or Federal federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of Premcor Refining any Guarantor under this Guarantee Section 5.1 would otherwise be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of Premcor Refining’s its liability under this GuaranteeSection 5.1, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by Premcor Refiningsuch Guarantor, any Holder of Notes of a series Lender, any Permitted Hedging Counterparty or any other personPerson, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

General Limitation on Guarantee Obligations. In any ------------------------------------------- action or proceeding involving any state corporate law, or any state or Federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of Premcor Refining any Subsidiary Guarantor under this Guarantee Section 10.01 would otherwise be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of Premcor Refining’s its liability under this Guaranteesaid Section 10.01, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by Premcor Refiningsuch Subsidiary Guarantor, any Holder of Notes of a series Lender, the Administrative Agent or any other personPerson, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate law, or any state or Federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of Premcor Refining any Guarantor under this Guarantee Section 3.01 would otherwise otherwise, taking into account the provisions of Section 3.07, be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of Premcor Refining’s its liability under this GuaranteeSection 3.01, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by Premcor Refiningsuch Guarantor, any Holder of Notes of a series Lender, the Administrative Agent or any other personPerson, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.. Credit Agreement

General Limitation on Guarantee Obligations. In ------------------------------------------- any action or proceeding involving any state corporate law, or any state or Federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of Premcor Refining any Guarantor under this Guarantee Section 10.1 would otherwise otherwise, taking into account the provisions of Section 10.8, be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any 77 other creditors, on account of the amount of Premcor Refining’s its liability under this Guaranteesaid Section 10.1, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by Premcor Refiningsuch Guarantor, any Holder of Notes of a series Lender, the Administrative Agent or any other personPerson, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate law, or any state or Federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of Premcor Refining any Guarantor under this Guarantee Section 6.01 hereof would otherwise otherwise, taking into account the provisions of Section 6.08 hereof, be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of Premcor Refining’s its liability under this Guaranteesaid Section 6.01, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by Premcor Refiningsuch Guarantor, any Holder of Notes of a series Lender, the Administrative Agent or any other personPerson, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate law, or any state state, federal or Federal foreign bankruptcy, insolvency, reorganization reorganiza- 51 -45- tion or other law affecting the rights of creditors generally, if the obligations of Premcor Refining any Guarantor under this Guarantee Section 6.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, creditors on account of the amount of Premcor Refining’s its liability under this GuaranteeSection 6.01, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by Premcor Refiningsuch Guarantor, any Holder of Notes of a series Creditor or any other personPerson, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate law, or any state or Federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of Premcor Refining any Guarantor under this Guarantee Section 3.01 would otherwise otherwise, taking into account the provisions of Section 3.07, be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of Premcor Refining’s its liability under this GuaranteeSection 3.01, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by Premcor Refiningsuch Guarantor, any Holder of Notes of a series Lender, the Administrative Agent, the Existing Agent or any other personPerson, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

General Limitation on Guarantee Obligations. In any action or proceeding involving any provincial, territorial or state corporate law, or any state or Federal federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of Premcor Refining any Subsidiary Guarantor under this Guarantee Section 13.01 would otherwise be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of Premcor Refining’s its liability under this GuaranteeSection 13.01, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by Premcor Refiningsuch Subsidiary Guarantor, the Administrative Agent, any Holder of Notes of a series Lender or any other personPerson, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.. 4882-5123-7900 v.12

General Limitation on Guarantee Obligations. In any action or proceeding involving any provincial, territorial or state corporate lawLaw, or any state or Federal federal bankruptcy, insolvency, reorganization or other law Law affecting the rights of creditors generally, if the obligations of Premcor Refining any Subsidiary Guarantor under this Guarantee Section 13.01 would otherwise be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of Premcor Refining’s its liability under this GuaranteeSection 13.01, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by Premcor Refiningsuch Subsidiary Guarantor, the Administrative Agent, any Holder of Notes of a series Lender or any other personPerson, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate law, or any state or Federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of Premcor Refining any Subsidiary Guarantor under this Guarantee Section 6.01 hereof would otherwise otherwise, taking into account the provisions of Section 6.08 hereof, be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of Premcor Refining’s its liability under this Guaranteesaid Section 6.01, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by Premcor Refiningsuch Subsidiary Guarantor, any Holder of Notes of a series the Bank or any other personPerson, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as and determined in such action or proceeding.

General Limitation on Guarantee Obligations. In any ------------------------------------------- action or proceeding involving any state corporate law, or any state or Federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of Premcor Refining any Subsidiary Guarantor under this Guarantee Section 6.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of Premcor Refining’s its liability under this GuaranteeSection 6.01, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by Premcor Refiningsuch Subsidiary Guarantor, any Holder of Notes of a series Lender, Administrative Agent or any other personPerson, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

General Limitation on Guarantee Obligations. In any action or ------------------------------------------- proceeding involving any state corporate law, or any state state, Federal or Federal foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of Premcor Refining any Guarantor under this Guarantee Section 6.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of Premcor Refining’s its liability under this GuaranteeSection 6.01, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by Premcor Refiningsuch Guarantor, any Holder of Notes of a series Creditor or any other personPerson, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate law, or any state or Federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of Premcor Refining any Amended and Restated Credit Agreement Guarantor under this Guarantee Section 3.01 would otherwise be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of Premcor Refining’s its liability under this GuaranteeSection 3.01, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by Premcor Refiningsuch Guarantor, any Holder of Notes of a series Lender, the Administrative Agent or any other personPerson, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate law, or any state state, federal or Federal foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of Premcor Refining any Subsidiary Guarantor under this Guarantee Section 7.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of Premcor Refining’s its liability under this GuaranteeSection 7.01, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by Premcor Refiningsuch Subsidiary Guarantor, any Holder of Notes of a series Loan Party or any other person, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate law, or any state or Federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of Premcor Refining the Subsidiary Guarantor under this Guarantee Section 2.01 hereof would otherwise be held Held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of Premcor Refining’s its liability under this Guaranteesaid Section 2.01, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by Premcor Refiningthe Subsidiary Guarantor, any Holder of Notes of a series the Administrative Agent, the Lenders or any other personPerson, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.