Common use of Limitation on Guarantee of Obligations Clause in Contracts

Limitation on Guarantee of Obligations. (a) In any action or proceeding with respect to any Guarantor involving any state or provincial corporate law, or any state or provincial or federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of such Guarantor under Section 13.1 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 its liability under said Section 13.1, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Lender, the Agent or any other Person, be automatically limited and reduced to the highest amount which is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding. (b) To the extent that any U.S. Guarantor shall make a payment under this Agreement of all or any of the Guaranteed Obligations (a “U.S. Guarantor Payment”) which, taking into account all other U.S. Guarantor Payments then previously or concurrently made by the U.S. Guarantor, exceeds the amount which the U.S. Guarantor would otherwise have paid if the U.S. Guarantor had paid the aggregate Obligations satisfied by such U.S. Guarantor Payment in the same proportion that such U.S. Guarantor’s “Allocable Amount” (as defined below) (in effect immediately prior to such U.S. Guarantor Payment) bore to the aggregate Allocable Amounts of the U.S. Guarantor in effect immediately prior to the making of such U.S. Guarantor Payment, then, following payment in full in cash (or in a form otherwise acceptable to the Lenders) of the Obligations and termination of the Revolving Credit Commitments, such U.S. Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, the U.S. Guarantors for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such U.S. Guarantor Payment. (i) As of any date of determination, the “Allocable Amount” of any U.S. Guarantor shall be equal to the maximum amount of the claim which could then be recovered from such U.S. Guarantor under this Agreement without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (ii) This subsection (b) is intended only to define the relative rights of U.S. Guarantors and nothing set forth in this subsection (b) is intended to or shall impair the obligations of U.S. Guarantors, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement. (iii) The rights of the parties under this subsection (b) shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of this Agreement and the other Loan Documents. (iv) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of any U.S. Guarantor to which such contribution and indemnification is owing.

Limitation on Guarantee of Obligations. (a) In any action or proceeding with respect to any Guarantor involving any state or provincial corporate law, or any state or provincial or federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of such Guarantor under Section 13.1 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 its liability under said Section 13.1, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Lender, the Agent or any other Person, be automatically limited and reduced to the highest amount which is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding. (b) To the extent that any U.S. Guarantor shall make a payment under this Agreement of all or any of the Guaranteed Obligations (a “U.S. Guarantor Payment”) which, taking into account all other U.S. Guarantor Payments then previously or concurrently made by the U.S. Guarantor, exceeds the amount which the U.S. Guarantor would otherwise have paid if the U.S. Guarantor had paid the aggregate Obligations satisfied by such U.S. Guarantor Payment in the same proportion that such U.S. Guarantor’s “Allocable Amount” (as defined below) (in effect immediately prior to such U.S. Guarantor Payment) bore to the aggregate Allocable Amounts of the U.S. Guarantor in effect immediately prior to the making of such U.S. Guarantor Payment, then, following payment in full in cash (or in a form otherwise acceptable to the Lenders) of the Obligations and termination of the Revolving Credit Commitments, such U.S. Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, the U.S. Guarantors for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such U.S. Guarantor Payment. (i) As of any date of determination, the “Allocable Amount” of any U.S. Guarantor shall be equal to the maximum amount of the claim which could then be recovered from such U.S. Guarantor under this Agreement without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (ii) This subsection (b) is intended only to define the relative rights of U.S. Guarantors and nothing set forth in this subsection (b) is intended to or shall impair the obligations of U.S. Guarantors, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement. (iii) The rights of the parties under this subsection (b) shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of this Agreement and the other Loan Documents. (iv) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of any U.S. Guarantor to which such contribution and indemnification is owing.

Limitation on Guarantee of Obligations. (a) In any action or proceeding with respect to any Guarantor involving any state or provincial corporate law, or any state or provincial or federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of such Guarantor under Section 13.1 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 its liability under said Section 13.1, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Lender, the Agent or any other Person, be automatically limited and reduced to the highest amount which is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding. (b) To the extent that any U.S. Guarantor shall make a payment under this Agreement of all or any of the Guaranteed Obligations (a “U.S. Guarantor Payment”) which, taking into account all other U.S. Guarantor Payments then previously or concurrently made by the U.S. Guarantor, exceeds the amount which the U.S. Guarantor would otherwise have paid if the U.S. Guarantor had paid the aggregate Obligations satisfied by such U.S. Guarantor Payment in the same proportion that such U.S. Guarantor’s “Allocable Amount” (as defined below) (in effect immediately prior to such U.S. Guarantor Payment) bore to the aggregate Allocable Amounts of the U.S. Guarantor in effect immediately prior to the making of such U.S. Guarantor Payment, then, following payment in full in cash (or in a form otherwise acceptable to the Lenders) of the Obligations and termination of the Revolving Credit Commitments, such U.S. Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, the U.S. Guarantors for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such U.S. Guarantor Payment. (i) As of any date of determination, the “Allocable Amount” of any U.S. Guarantor shall be equal to the maximum amount of the claim which could then be recovered from such U.S. Guarantor under this Agreement without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (ii) This subsection (b) is intended only to define the relative rights of U.S. Guarantors and nothing set forth in this subsection (b) is intended to or shall impair the obligations of U.S. Guarantors, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement. (iii) The rights of the parties under this subsection (b) shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of this Agreement and the other Loan Documents. (iv) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of any U.S. Guarantor to which such contribution and indemnification is owing.

Limitation on Guarantee of Obligations. (a) In any action or proceeding with respect to any Guarantor involving any state or provincial corporate law, or any state or provincial or federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of such Guarantor under Section 13.1 14.1 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 its liability under said Section 13.114.1, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Lender, the Agent or any other Person, be automatically limited and reduced to the highest amount which is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding. (b) To the extent that any U.S. Guarantor shall make a payment under this Agreement of all or any of the Guaranteed Obligations (a “U.S. Guarantor Payment”) which, taking into account all other U.S. Guarantor Payments then previously or concurrently made by the U.S. Guarantor, exceeds the amount which the U.S. Guarantor would otherwise have paid if the U.S. Guarantor had paid the aggregate Obligations satisfied by such U.S. Guarantor Payment in the same proportion that such U.S. Guarantor’s “Allocable Amount” (as defined below) (in effect immediately prior to such U.S. Guarantor Payment) bore to the aggregate Allocable Amounts of the U.S. Guarantor in effect immediately prior to the making of such U.S. Guarantor Payment, then, following payment in full in cash (or in a form otherwise acceptable to the Lenders) of the Obligations and termination of the Revolving Credit Commitments, such U.S. Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, the U.S. Guarantors Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such U.S. Guarantor Payment. (i) As of any date of determination, the “Allocable Amount” of any U.S. Guarantor shall be equal to the maximum amount of the claim which could then be recovered from such U.S. Guarantor under this Agreement without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (ii) This subsection (b) is intended only to define the relative rights of U.S. Guarantors Guarantor and nothing set forth in this subsection (b) is intended to or shall impair the obligations of U.S. GuarantorsGuarantor, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement. (iii) The rights of the parties under this subsection (b) shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of this Agreement and the other Loan Documents. (iv) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of any U.S. Guarantor to which such contribution and indemnification is owing.

Limitation on Guarantee of Obligations. (a) In any action or proceeding with respect to any Guarantor involving any state or provincial corporate law, or any state or provincial or federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of such Guarantor under Section 13.1 14.1 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 its liability under said Section 13.114.1, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Lender, the Agent or any other Person, be automatically limited and reduced to the highest amount which is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding. (b) To the extent that any U.S. Guarantor shall make a payment under this Agreement of all or any of the Guaranteed Obligations (a “U.S. Guarantor Payment”) which, taking into account all other U.S. Guarantor Payments then previously or concurrently made by the U.S. Guarantor, exceeds the amount which the U.S. Guarantor would otherwise have paid if the U.S. Guarantor had paid the aggregate Obligations satisfied by such U.S. Guarantor Payment in the same proportion that such U.S. Guarantor’s “Allocable Amount” (as defined below) (in effect immediately prior to such U.S. Guarantor Payment) bore to the aggregate Allocable Amounts of the U.S. Guarantor in effect immediately prior to the making of such U.S. Guarantor Payment, then, following payment in full in cash (or in a form otherwise acceptable to the Lenders) of the Obligations and termination of the Revolving Credit Commitments, such U.S. Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, the U.S. Guarantors Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such U.S. Guarantor Payment. (i) As of any date of determination, the “Allocable Amount” of any U.S. Guarantor shall be equal to the maximum amount of the claim which could then be recovered from such U.S. Guarantor under this Agreement without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (ii) This subsection (b) is intended only to define the relative rights of U.S. Guarantors the Guarantor and nothing set forth in this subsection (b) is intended to or shall impair the obligations of U.S. the Guarantors, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement. (iii) The rights of the parties under this subsection (b) shall be exercisable upon the full and indefeasible payment of the Obligations and the termination of this Agreement and the other Loan Documents. (iv) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of any U.S. Guarantor to which such contribution and indemnification is owing.