Common use of Guarantee Limitations Clause in Contracts

Guarantee Limitations. Anything contained in this clause 15 to the contrary notwithstanding, the obligations of each US Obligor under this clause 15 shall be limited to a maximum aggregate amount equal to the greatest amount that would not render such US Obligor's obligations under this clause 15 subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the US Bankruptcy Code or any applicable provisions of comparable law of one or more of the states comprising the United States of America (collectively, the "Fraudulent Transfer Laws"), in each case after giving effect to all other liabilities of such US Obligor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such US Obligor (a) in respect of intercompany indebtedness to any Group Company to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such US Obligor hereunder and (b) under any guarantee of senior unsecured indebtedness or indebtedness subordinated in right of payment to obligations of the Obligors outstanding under this agreement, which guarantee contains a limitation as to maximum amount similar to that set forth in this paragraph, pursuant to which the liability of such US Obligor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar right of such US Obligor pursuant to (i) applicable law or (ii) any agreement providing for an equitable allocation among such US Obligor and other affiliates of the Borrower of obligations arising under this clause 15 by such parties.

Guarantee Limitations. Anything contained in this clause 15 (a) This guarantee and indemnity does not apply to any liability to the contrary notwithstandingextent that it would result in the relevant Guarantor breaching any applicable law and/or regulation (including any financial assistance laws). In addition, the obligations of any MGO Group Member that grants a guarantee and indemnity under this Clause 19 by entering into an Accession Deed shall be subject to any limitations set out in that Accession Deed (if any). (b) Each US Guarantor acknowledges that it will receive valuable direct or indirect benefits as a result of the transactions financed by the Secured Documents. (c) Notwithstanding anything to the contrary contained herein or in any other Secured Document, each Finance Party and each Hedge Counterparty agrees that the maximum liability of each US Obligor Guarantor under this clause 15 Clause 19 shall be limited to a maximum aggregate in no event exceed an amount equal to the greatest amount that would not render such US ObligorGuarantor's obligations hereunder and under this clause 15 the other Secured Documents subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the US Bankruptcy Code Law or to being set aside, avoided or annulled under any applicable provisions of comparable law of one or more of the states comprising the United States of America (collectively, the "Fraudulent Transfer Laws")Law, in each case after giving effect (i) to all other liabilities of such US ObligorGuarantor, contingent or otherwise, that are relevant under the such Fraudulent Transfer Laws Law (specifically specifically, excluding, however, any liabilities of such US Obligor (a) Guarantor in respect of intercompany indebtedness to any Group Company Obligor to the extent that such indebtedness Financial Indebtedness would be discharged in an amount equal to the amount paid by such US Obligor Guarantor hereunder without duplication of any amounts paid by any other person) and (bii) under any guarantee of senior unsecured indebtedness or indebtedness subordinated in right of payment to obligations of the Obligors outstanding under this agreement, which guarantee contains a limitation value as to maximum amount similar to that set forth in this paragraph, pursuant to which the liability assets of such US Obligor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets to the value Guarantor (as determined under the applicable provisions of the such Fraudulent Transfer LawsLaw) of any rights to subrogation, contribution, reimbursement, indemnity or similar right of rights held by such US Obligor Guarantor pursuant to (iA) applicable law or (iiB) any other agreement providing for an equitable allocation among such US Obligor Guarantor and the other affiliates of the Borrower Obligors of obligations arising under this clause 15 Agreement or other guarantees of such obligations by such parties.

Guarantee Limitations. Anything contained (a) The guarantee given by a Guarantor under this Clause 19 does not apply to any liability to the extent that it would result in that Guarantor breaching any applicable law and/or regulation (including any financial assistance laws) and, with respect to any Additional Guarantor, is subject to any limitations set out in the Accession Deed applicable to such Additional Guarantor. (b) Any term or provision of this Clause 19 or any other term in this clause 15 to the contrary Agreement or any Finance Document notwithstanding, the maximum aggregate amount of the obligations of each US Obligor for which any Guarantor shall be liable under this clause 15 Agreement or any other Finance Document shall be limited to a maximum aggregate in no event exceed an amount equal to the greatest largest amount that would not render such US Obligor's Guarantor’s obligations under this clause 15 Agreement or any Finance Document subject to avoidance as a under applicable United States federal or state fraudulent transfer transfer, fraudulent conveyance or conveyance under Section 548 similar laws. (c) Any term or provision of the US Bankruptcy Code this Clause 19 or any applicable provisions other term in this Agreement or any Finance Document notwithstanding, no Guarantor (other than any Qualified ECP Guarantor) shall be liable for any Excluded Swap Obligation. (d) Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Guarantor to honor all of comparable law of one or more of the states comprising the United States of America (collectively, the "Fraudulent Transfer Laws"), in each case after giving effect to all other liabilities of such US Obligor, contingent or otherwise, that are relevant its obligations under the Fraudulent Transfer Laws Finance Documents in respect of Swap Obligations (specifically excludingprovided, however, any liabilities that each Qualified ECP Guarantor shall only be liable under this paragraph (d) for the maximum amount of such US Obligor (a) in respect of intercompany indebtedness liability that can be hereby incurred without rendering its obligations under this Clause 19, or otherwise under the Finance Documents, voidable under applicable United States federal or state law relating to fraudulent conveyance or fraudulent transfer, and not for any Group Company to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such US Obligor hereunder and (b) under any guarantee of senior unsecured indebtedness or indebtedness subordinated in right of payment to greater amount). The obligations of the Obligors outstanding each Qualified ECP Guarantor under this agreement, which guarantee contains a limitation paragraph (d) shall remain in full force and effect until the Senior Discharge Date (as to maximum amount similar to that set forth in this paragraph, pursuant to which the liability of such US Obligor hereunder is included defined in the liabilities taken into account in determining such maximum amountIntercreditor Agreement). Each Qualified ECP Guarantor intends that this paragraph (d) constitute, and after giving effect as assets this paragraph (d) shall be deemed to constitute, a “keepwell, support, or other agreement” for the value (as determined under the applicable provisions benefit of each other Obligor for all purposes of Section 1a(18)(A)(v)(II) of the Fraudulent Transfer LawsCommodity Exchange Act. (e) of any rights to subrogation, contribution, reimbursement, indemnity or similar right of such US Obligor pursuant to (i) applicable law or (ii) any agreement providing for an equitable allocation among such US Obligor and other affiliates of the Borrower of obligations arising under In this clause 15 by such parties.Agreement:

Guarantee Limitations. Anything contained (a) This guarantee does not apply to any liability to the extent that it would result in this clause 15 guarantee constituting unlawful financial assistance within the meaning of section 44 or 45 of the South African Companies Act, and (in the case of Aegis Outsourcing South Africa (Pty) Ltd.) shall be subject to the contrary notwithstandingthe approval of the Financial Surveillance Department of the South African Reserve Bank being obtained, pursuant to Clause 23.35(a)(iii)(C) (Conditions subsequent)). (b) Notwithstanding any term or provision of this Clause 19 or any other term in this Agreement or any Finance Document, each Finance Party agrees that on and from the date that Startek Philippines accedes to this Agreement as a Guarantor, the obligations liability of each US Obligor Startek Philippines under this clause 15 Clause 19 shall be limited to a maximum aggregate amount equal to US$17,600,000.00 (or its equivalent in another currency). (c) US Guarantor Guarantee Limitations: (i) Notwithstanding any term or provision of this Clause 19 or any other term in this Agreement or any Finance Document, each Finance Party agrees that the greatest US Guarantor's liability under this Clause 19, without the requirement of amendment or any other formality, be limited to a maximum aggregate amount equal to the largest amount that would not render such US Obligor's obligations under this clause 15 its liability hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the US United States Bankruptcy Code or any applicable provisions provision of comparable law of one or more of the states comprising the United States of America (collectively, the "Fraudulent Transfer Laws")state law, in each case after giving effect to all other liabilities of such US ObligorGuarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such US Obligor (a) in respect of intercompany indebtedness to any Group Company to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such US Obligor hereunder and (b) under any guarantee of senior unsecured indebtedness or indebtedness subordinated in right of payment to obligations of the Obligors outstanding under this agreement, which guarantee contains a limitation as to maximum amount similar to that set forth in this paragraph, pursuant to which the liability of such US Obligor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity indemnification or similar right contribution of such US Obligor Guarantor pursuant to (i) applicable law or pursuant to the terms of any agreement. (ii) any agreement providing for an equitable allocation among such The US Obligor and other affiliates Guarantor acknowledges that: (A) it will receive valuable direct or indirect benefits as a result of the Borrower transactions financed by the Finance Documents; and (B) those benefits will constitute reasonably equivalent value and fair consideration for the purpose of any fraudulent transfer law. (iii) The US Guarantor represents and warrants to each Finance Party that: (A) the aggregate amount of its debts (including its obligations arising under the Finance Documents) is less than the aggregate value (being the lesser of fair valuation and present fair saleable value) of its assets; (B) its capital is not unreasonably small to carry on its business as it is being conducted; (C) it has not incurred and does not intend to incur debts beyond its ability to pay as they mature; and (D) it has not made a transfer or incurred any obligation under any Finance Document with the intent to hinder, delay or defraud any of its present or future creditors. For purposes of the foregoing, the amount of contingent liabilities have been computed as the amount that, in light of all the facts and circumstances existing on the date this clause 15 by such partiesrepresentation and warranty is made, can reasonably be expected to become an actual or matured liability. (iv) Each representation and warranty in this paragraph (c) is deemed to be repeated by: (A) each Additional Guarantor on the date that Additional Guarantor becomes a US Guarantor; and (B) the US Guarantor on the date of each Utilisation Request, on each Utilisation Date and on the first day of each Interest Period; and (C) is, when repeated, applied to the circumstances existing at the time of repetition.

Guarantee Limitations. Anything contained in this clause 15 to the contrary notwithstanding, the obligations of each (A) Each US Obligor and each Finance Party (by its acceptance of the benefits of the guarantee under this clause 15 shall be limited to a maximum aggregate amount equal to Clause 23) hereby confirms that it is its intention that the greatest amount that would not render such US Obligor's obligations guarantee under this clause 15 subject to avoidance as Clause 23 shall not constitute a fraudulent transfer or conveyance under Section 548 for purposes of any bankruptcy, insolvency or similar law, the Uniform Fraudulent Conveyance Act or any similar federal, state or foreign law. To effectuate the foregoing intention, each US Obligor and each Finance Party (by its acceptance of the US Bankruptcy Code or any applicable provisions of comparable law of one or more benefits of the states comprising guarantee under this Clause 23) hereby irrevocably agrees that the United States maximum aggregate amount of America (collectivelythe obligations for which such US Obligor shall be liable under such guarantee shall be limited to the maximum amount as will, the "Fraudulent Transfer Laws"), in each case after giving effect to such maximum amount and all other liabilities of such US Obligor, (contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any ) liabilities of such US Obligor (a) in respect of intercompany indebtedness that are relevant under such laws, and after giving effect to any Group Company rights to contribution pursuant to any agreement providing for equitable contribution among such US Obligor and the other Obligors, result in such obligations of such US Obligor not constituting a fraudulent transfer or conveyance. (B) Notwithstanding anything to the extent that contrary set forth in this Agreement or any other Finance Document, no such indebtedness would agreement shall guarantee or secure the satisfaction of Excluded Swap Obligations, and Excluded Swap Obligations shall be discharged deemed to be excluded from the obligations of the Obligors to the Finance Parties under the Finance Documents and from any comparable obligations set forth in any other Finance Document. (C) Notwithstanding anything to the contrary in this Agreement or any other Finance Document, the rights and obligations under or in connection with this Agreement and/ or any other Finance Document (including, without limitation, any obligations expressed to be assumed under this Clause 23 and Clause 30.4 (Additional Guarantors)) expressed to be assumed by a Slovenian Obligor, including without limitation ENDAVA, digitalne rešitve, d.o.o. (“Slovenian Obligor Obligations”) shall not create or be construed to create any obligation of a Slovenian Obligor to act in violation of mandatory Slovenian distribution restriction and capital maintenance rules (ohranjanje osnovnega kapitala), set out in Articles 227 and 495 of the Slovenian Companies Act (Zakon o gospodarskih družbah) or any other legal provision with analogous effect (the “Slovenian Capital Maintenance Rules”). All Slovenian Obligor Obligations shall be limited to an amount equal to the largest amount paid by that would not violate or contradict the Slovenian Capital Maintenance Rules. (D) If and to the extent any Slovenian Obligor Obligation should otherwise violate or contradict Slovenian Limitation Rules (as defined below) and should be invalid or unenforceable in whole or in part, such US Slovenian Obligor hereunder Obligation shall be deemed to be replaced or limited to the following amounts (even if this results in any or all Slovenian Obligor Obligations being reduced to zero): (1) if a Slovenian Obligor Obligation would result in a breach of Slovenian Capital Maintenance Rules, an amount equal to the largest amount that would not violate or contradict the rules set out in this item (1); (2) if a Slovenian Obligor Obligation would result in a breach of corporate benefit, financial assistance, fraudulent preference or liquidity or solvency rules or regulations (or analogous restrictions), an amount equal to the largest amount that would not violate or contradict the rules set out in this item (2); (3) if a Slovenian Obligor Obligation would result in a risk to the officers of a Slovenian Obligor of (x) contravention of their fiduciary duties and/or (y) civil or criminal liability, an amount equal to the largest amount that would, under the rules set out in this item (3), not result in such risk to the officers of a Slovenian Obligor in respect of (x) and (by); (4) if (x) a Slovenian Obligor Obligation would result in the right or obligation of a Slovenian Obligor and/or its management to demand reimbursement for any Slovenian Obligor Obligation pursuant to Article 545 of the Slovenian Companies Act, and (y) if the fulfilment of the obligation by its controlling company (obvladujoča družba) to reimburse a Slovenian Obligor becomes uncertain or the assumption or performance of the Slovenian Obligor Obligation referred to under previous item (y) by a Slovenian Obligor and/or its management would be unlawful (protipravno) in the context of Article 545 of the Slovenian Companies Act and associated rules and legal concepts, an amount equal to the largest amount that would not be unlawful (protipravna) under the rules set out under this item (4) (including the reduction for any guarantee Tax that would be payable under such transaction by a Slovenian Obligor (Tax gross-down)); and/or (5) if due to a change in the laws or regulations of senior unsecured indebtedness general application entering into force after the date of this Accession Deed, a Slovenian Obligor Obligation would directly violate any mandatory provision of such future law or indebtedness subordinated regulation, an amount equal to the largest amount that would not violate or contradict the rules set out in right this item (5), (Slovenian Capital Maintenance Rules and any rules set out under preceding sub-paragraphs (1) through (5) of payment this paragraph (D), collectively “Slovenian Limitation Rules”), provided, in each case (1), (2), (3), (4) and/or (5) of this paragraph (D), that the relevant Slovenian Guarantor shall use reasonable efforts to obligations overcome the respective limitations. (E) If and to the extent the assumption or enforcement of any Slovenian Obligor Obligation results in a material risk to any officer of a Slovenian Obligor of civil liability or criminal responsibility because of a violation of Slovenian Limitation Rules and the management of a Slovenian Obligor can demonstrate that the assumption or enforcement of the Obligors outstanding under this agreementrespective Slovenian Obligor Obligation would result in such risk, which guarantee contains a limitation as such liability shall be reduced to the maximum amount similar then permissible to that set forth in this paragraph, pursuant to which the liability of be paid without triggering such US Obligor hereunder is included in the liabilities taken into account in determining such maximum amountrisk; paragraph (D) and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar right of such US Obligor pursuant to (i) applicable law or (ii) any agreement providing for an equitable allocation among such US Obligor and other affiliates of the Borrower of obligations arising under this clause 15 by such partiesshall apply mutatis mutandis.

Guarantee Limitations. Anything contained in this clause 15 17 to the contrary notwithstanding, the obligations of each US Obligor under this clause 15 17 shall be limited to a maximum aggregate amount equal to the greatest amount that would not render such US Obligor's obligations under this clause 15 17 subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the US Bankruptcy Code or any applicable provisions of comparable law of one or more of the states comprising the United States of America (collectively, the "Fraudulent Transfer Laws"), in each case after giving effect to all other liabilities of such US Obligor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such US Obligor (a) in respect of intercompany indebtedness to any Group Company to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such US Obligor hereunder and (b) under any guarantee of senior unsecured indebtedness or indebtedness subordinated in right of payment to obligations of the Obligors outstanding under this agreement, which guarantee contains a limitation as to maximum amount similar to that set forth in this paragraph, pursuant to which the liability of such US Obligor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar right of such US Obligor pursuant to (i) applicable law or (ii) any agreement providing for an equitable allocation among such US Obligor and other affiliates of the Borrower Borrowers of obligations arising under this clause 15 17 by such parties.

Guarantee Limitations. Anything contained (a) The guarantee given by a Guarantor under this Clause 19 does not apply to any liability to the extent that it would result in that Guarantor breaching any applicable law and/or regulation (including any financial assistance laws) and, with respect to any Additional Guarantor, is subject to any limitations set out in the Accession Deed applicable to such Additional Guarantor. (b) Any term or provision of this Clause 19 or any other term in this clause 15 to the contrary Agreement or any Finance Document notwithstanding, the maximum aggregate amount of the obligations of each US Obligor for which any Guarantor shall be liable under this clause 15 Agreement or any other Finance Document shall be limited to a maximum aggregate in no event exceed an amount equal to the greatest largest amount that would not render such US Obligor's Guarantor’s obligations under this clause 15 Agreement or any Finance Document subject to avoidance as a under applicable United States federal or state fraudulent transfer transfer, fraudulent conveyance or conveyance under Section 548 similar laws. (c) Any term or provision of the US Bankruptcy Code this Clause 19 or any applicable provisions other term in this Agreement or any Finance Document notwithstanding, no Guarantor (other than any Qualified ECP Guarantor) shall be liable for any Excluded Swap Obligation. (d) Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Guarantor to honour all of comparable law of one or more of the states comprising the United States of America (collectively, the "Fraudulent Transfer Laws"), in each case after giving effect to all other liabilities of such US Obligor, contingent or otherwise, that are relevant its obligations under the Fraudulent Transfer Laws Finance Documents in respect of Swap Obligations (specifically excludingprovided, however, any liabilities that each Qualified ECP Guarantor shall only be liable under this paragraph (d) for the maximum amount of such US Obligor (a) in respect of intercompany indebtedness liability that can be hereby incurred without rendering its obligations under this Clause 19, or otherwise under the Finance Documents, voidable under applicable United States federal or state law relating to fraudulent conveyance or fraudulent transfer, and not for any Group Company to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such US Obligor hereunder and (b) under any guarantee of senior unsecured indebtedness or indebtedness subordinated in right of payment to greater amount). The obligations of the Obligors outstanding each Qualified ECP Guarantor under this agreement, which guarantee contains a limitation paragraph (d) shall remain in full force and effect until the Senior Discharge Date (as to maximum amount similar to that set forth in this paragraph, pursuant to which the liability of such US Obligor hereunder is included defined in the liabilities taken into account in determining such maximum amountIntercreditor Agreement). Each Qualified ECP Guarantor intends that this paragraph (d) constitute, and after giving effect as assets this paragraph (d) shall be deemed to constitute, a “keepwell, support, or other agreement” for the value (as determined under the applicable provisions benefit of each other Obligor for all purposes of Section 1a(18)(A)(v)(II) of the Fraudulent Transfer LawsCommodity Exchange Act. (e) of any rights to subrogation, contribution, reimbursement, indemnity or similar right of such US Obligor pursuant to (i) applicable law or (ii) any agreement providing for an equitable allocation among such US Obligor and other affiliates of the Borrower of obligations arising under In this clause 15 by such parties.Agreement:

Guarantee Limitations. Anything contained in (a) Each of the parties to this clause 15 to Agreement hereby confirms that it is the contrary notwithstanding, intention of all such persons that the obligations of each US Obligor Guarantor organised under this clause 15 shall be limited to a maximum aggregate amount equal to the greatest amount that would not render such US Obligor's obligations under this clause 15 subject to avoidance as a fraudulent transfer or conveyance under Section 548 laws of the US Bankruptcy Code or any applicable provisions state of comparable law of one or more of the states comprising the United States of America (collectivelya “U.S. Guarantor”) under this Clause 18 (Guarantees) do not constitute a fraudulent transfer or conveyance for the purposes of any proceeding of the type referred to in Clause 17.1(f), (g), (h), (i), (j) or (k) (Events of Default) or Title 11, U.S. Code, or any similar foreign, federal or state law for the relief of debtors, the "United States Uniform Fraudulent Conveyance Act, the United States Uniform Fraudulent Transfer Laws")Act or any similar foreign, in each case after giving effect to all other liabilities of such US Obligor, contingent federal or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such US Obligor (a) in respect of intercompany indebtedness to any Group Company state law to the extent that such indebtedness would be discharged in an amount equal applicable to the obligations of a U.S. Guarantor under this Clause 18 (Guarantees). To effect the foregoing intention, the Facility Agent, the Arranger Group, the Banks and the Guarantors hereby irrevocably agree that the obligations of each U.S. Guarantor at any time shall be limited to the maximum amount paid by as will result in the obligations of such US Obligor hereunder and U.S. Guarantor under this Clause 18 (Guarantees) not constituting a fraudulent transfer or conveyance. (b) The liability of each Guarantor incorporated under the laws of Luxembourg under this Clause 18 (Guarantee) and under any guarantee of senior unsecured indebtedness or indebtedness subordinated in right of payment to obligations of the Obligors outstanding under this agreement, which guarantee contains a limitation as to maximum amount similar to that set forth indemnities contained elsewhere in this paragraph, pursuant to which the liability of such US Obligor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar right of such US Obligor pursuant to Agreement: (i) applicable law shall not include any obligation which, if incurred, would constitute the provision of financial assistance (as defined in article 49-6 of the Luxembourg Company Act of 10th August, 1915, as amended), whether directly or indirectly, for the subscription for, or the acquisition or the refinancing of the acquisition of, its own shares; and (ii) shall be limited, at any agreement providing for time, to an equitable allocation among such US Obligor and other affiliates aggregate amount not exceeding the greater of: (A) the Luxembourg Guarantor’s net worth (“capitaux propres”) (as referred to in article 214 of the Borrower Luxembourg Company Act of 10th August, 1915, as amended) as reflected in its then most recent annual accounts approved at a general meeting of its shareholders; and (B) the Luxembourg Guarantor’s net worth (“capitaux propres”) (as referred to in article 214 of the Luxembourg Company Act of 10th August, 1915, as amended) immediately following Completion. For the avoidance of doubt, the obligations arising and liabilities of each Guarantor under this clause 15 by such partiesClause 18 (Guarantee) shall include a guarantee of the liabilities to the Security Agent as joint creditor together with each of the other Senior Finance Parties under Clause 19.13 (Security Agent as Joint and Several Creditor and Representative) of the Intercreditor Agreement.

Guarantee Limitations. Anything contained United States of America (a) Notwithstanding any term or provision of this Clause 17.12 or any other term in this clause 15 to the contrary notwithstandingAgreement or any Finance Document, the obligations of each Finance Party agrees that each US Obligor Guarantor’s liability under this clause 15 shall Clause, without the requirement of amendment or any other formality, be limited to a maximum aggregate amount equal to the greatest largest amount that would not render such US Obligor's obligations its liability under this clause 15 Clause subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the US United States Bankruptcy Code or any applicable provisions provision of comparable law of one or more of the states comprising the United States of America (collectively, the "Fraudulent Transfer Laws")state law, in each case after giving effect to all other liabilities of such US ObligorGuarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such US Obligor (a) Guarantor in respect of intercompany indebtedness to any Group Company a Borrower to the extent that such indebtedness Financial Indebtedness would be discharged in an amount equal to the amount paid by such US Obligor hereunder and (b) under any guarantee of senior unsecured indebtedness or indebtedness subordinated in right of payment to obligations of the Obligors outstanding under this agreement, which guarantee contains a limitation as to maximum amount similar to that set forth in this paragraph, pursuant to which the liability of such US Obligor hereunder is included in the liabilities taken into account in determining such maximum amountGuarantor hereunder) and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity indemnification or similar right contribution of such US Obligor Guarantor pursuant to (i) applicable law or (ii) pursuant to the terms of any agreement providing for an equitable allocation among such US Obligor Guarantor and the Borrowers and other affiliates of the Borrower Guarantors of obligations arising under this clause 15 Agreement or other guarantees of such obligations by such parties. (b) Notwithstanding any term or provision of this Clause 17.12 or any other term in this Agreement or any Finance Document, each party agrees that, in the event any payment or distribution is made on any date by a Guarantor under this Clause 17 (Guarantee and indemnity), each such US Guarantor shall be entitled to be indemnified from each other Guarantor, to the greatest extent permitted under applicable law and subject to the other limitation of this clause 17.12 in an amount equal to such payment or distribution, in each case multiplied by a fraction of which the numerator shall be the net worth of the contributing Guarantor and the denominator shall be the aggregate net worth of all the Guarantors. (c) Each US Guarantor acknowledges that: (i) it will receive valuable direct or indirect benefits as a result of the transactions financed by the Finance Documents; (ii) those benefits will constitute reasonably equivalent value and fair consideration for the purpose of any fraudulent transfer law; and (iii) each relevant Finance Party has acted in good faith in connection with the guarantee given by that US Guarantor and the transactions contemplated by the relevant Finance Documents. (d) Each US Guarantor represents and warrants to each Finance Party that: (i) the aggregate amount of its debts (including its obligations under the Finance Documents) is less than the aggregate value (being the lesser of fair valuation and present fair saleable value) of its assets; (ii) its capital is not unreasonably small to carry on its business as it is being conducted; (iii) it has not incurred and does not intend to incur debts beyond its ability to pay as they mature; and (iv) it has not made a transfer or incurred any obligation under any Finance Document with the intent to hinder, delay or defraud any of its present or future creditors. For purposes of the foregoing, the amount of contingent liabilities have been computed as the amount that, in light of all the facts and circumstances existing on the date this representation and warranty is made, can reasonably be expected to become an actual or matured liability. (e) Each representation and warranty in this Subclause: (i) is made by each US Guarantor on the date of this Agreement; (ii) is deemed to be repeated by: (A) each Additional Guarantor on the date that Additional Guarantor becomes a US Guarantor; and (B) each US Guarantor on the date of each Utilisation Request; and is, when repeated, applied to the circumstances existing at the time of repetition. (f) The obligations being guaranteed by the Guarantors in connection with this Agreement (by express guarantee, grant of security or otherwise) shall not extend to any Excluded Swap Obligations.