Common use of Extent of Liability; Fraudulent Transfer Clause in Contracts

Extent of Liability; Fraudulent Transfer. Guarantor represents and warrants to Administrative Agent that Guarantor expects to derive substantial benefits from any loans, credit transactions, financial accommodations, discounts, purchases of property and other transactions and events resulting in the creation of the Guaranteed Indebtedness and that this Guaranty is given for a corporate purpose. Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of Guarantor hereunder shall in no event exceed the amount that can be guaranteed by Guarantor under applicable law, including applicable federal and state laws relating to the insolvency of debtors and fraudulent transfers. Guarantor agrees that the Guaranteed Indebtedness guaranteed by it hereunder may at any time and from time to time exceed the amount of the liability of Guarantor hereunder without impairing the guarantee contained herein or affecting the rights and remedies of Administrative Agent or any other Secured Party hereunder. Without limiting the generality of the foregoing, the Guarantor, and by its acceptance of this Guaranty, the Administrative Agent, hereby confirm that the parties intend that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law (as defined below), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to this Guaranty. In furtherance of that intention, the Guaranteed Indebtedness under this Guaranty shall be limited to the greater of (A) the net benefit realized by the Guarantor from the proceeds of the advances made from time to time by the Borrower to the Guarantor or any of its subsidiaries and (B) the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other person with respect to the Guaranteed Indebtedness, result in the Guaranteed Indebtedness under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal, state or foreign law for the relief of debtors. This paragraph with respect to the maximum liability of the Guarantor is intended solely to preserve the rights of the Administrative Agent to the maximum extent not subject to avoidance under applicable law, and neither the Guarantor nor any other person or entity shall have any right or claim under this paragraph with respect to such maximum liability, except to the extent necessary so that the obligations of the Guarantor hereunder shall not be rendered voidable under applicable law.