Common use of Limitation on Guaranteed Obligations Clause in Contracts

Limitation on Guaranteed Obligations. It is the intention of ------------------------------------ the Subsidiary Guarantor and the Banks that the Subsidiary Guarantor's obligations hereunder shall be in, but not in excess of, as of any date, the greater of the following (such greater amount determined hereunder being referred to as the "Maximum Liability"): (i) the aggregate amount of all monies received by the Subsidiary Guarantor from the Borrower or any other guarantor on or after the date hereof (whether by loan, capital infusion or other means), or (ii) the maximum amount (such amount being the Subsidiary Guarantor's "Alternative Limitation") not subject to avoidance under Title 11 of the United States Code, as same may be amended from time to time, or any applicable state law (collectively, the "Bankruptcy Code"). To that end, but as to the Alternative Limitation of the Subsidiary Guarantor, only to the extent such obligations would otherwise be subject to avoidance under the Bankruptcy Code if the Subsidiary Guarantor is not deemed to have received valuable consideration, fair value or reasonably equivalent value for its obligations hereunder, the Subsidiary Guarantor's obligations hereunder shall be reduced to that amount which, after giving effect thereto, would not render the Subsidiary Guarantor insolvent, or leave the Subsidiary Guarantor with an unreasonably small capital to conduct its business, or cause the Subsidiary Guarantor to have incurred debts (or intended to have incurred debts) beyond its ability to pay such debts as they mature, at the time such obligations are deemed to have been incurred under the Bankruptcy Code. As used herein, the terms "insolvent" and "unreasonably small capital" shall likewise be determined in accordance with the Bankruptcy Code. This Section 14 with respect to the Alternative Limitation of the Subsidiary Guarantor is intended solely to preserve the rights of the Banks hereunder to the maximum extent not subject to avoidance under the Bankruptcy Code, and neither the Subsidiary Guarantor nor any other person or entity shall have any right or claim under this Section 14 with respect to the Alternative Limitation, except to the extent necessary so that the obligations of the Subsidiary Guarantor hereunder shall not be rendered voidable under the Bankruptcy Code.

Limitation on Guaranteed Obligations. It Each Guarantor that is a Subsidiary Party and each Secured Party (by its acceptance of the benefits of this Agreement) hereby confirms that it is its intention that this Agreement not constitute a fraudulent transfer or conveyance for purposes of any Debtor Relief Laws (including the Bankruptcy Code of the United States, the Uniform Fraudulent Conveyance Act or any similar Federal or state law). To effectuate the foregoing intention, each Guarantor that is a Subsidiary Party and each Secured Party (by its acceptance of the benefits of this Agreement) hereby irrevocably agrees that the Guaranteed Obligations owing by such Guarantor under this Agreement shall be limited to such amount as will, after giving effect to such amount and all other (contingent or otherwise) liabilities of such Guarantor that are relevant under such Debtor Relief Laws (it being understood that it is the intention of ------------------------------------ the Subsidiary Guarantor parties to this Agreement and the Banks that the Subsidiary Guarantor's obligations hereunder shall be in, but not in excess of, as parties to any guarantee of any date, the greater Junior Financing that is subordinated to any of the following (such greater amount determined hereunder being referred to as the "Maximum Liability"): (i) the aggregate amount of all monies received by the Subsidiary Guarantor from the Borrower or any other guarantor on or after the date hereof (whether by loanGuaranteed Obligations, capital infusion or other means), or (ii) the maximum amount (such amount being the Subsidiary Guarantor's "Alternative Limitation") not subject to avoidance under Title 11 of the United States Code, as same may be amended from time to time, or any applicable state law (collectively, the "Bankruptcy Code"). To that end, but as to the Alternative Limitation of the Subsidiary Guarantor, only to the extent such obligations would otherwise be subject to avoidance under the Bankruptcy Code if the Subsidiary Guarantor is not deemed to have received valuable consideration, fair value or reasonably equivalent value for its obligations hereunder, the Subsidiary Guarantor's obligations hereunder shall be reduced to that amount which, after giving effect thereto, would not render the Subsidiary Guarantor insolvent, or leave the Subsidiary Guarantor with an unreasonably small capital to conduct its business, or cause the Subsidiary Guarantor to have incurred debts (or intended to have incurred debts) beyond its ability to pay such debts as they mature, at the time such obligations are deemed to have been incurred under the Bankruptcy Code. As used herein, the terms "insolvent" and "unreasonably small capital" shall likewise be determined in accordance with the Bankruptcy Code. This Section 14 with respect to the Alternative Limitation of the Subsidiary Guarantor is intended solely to preserve the rights of the Banks hereunder to the maximum extent permitted under applicable Laws, that the liabilities in respect of the guarantees of such Junior Financing shall not subject be included for the foregoing purposes and that, if any reduction is required to avoidance under the Bankruptcy Code, amount guaranteed by any Guarantor hereunder and neither the Subsidiary Guarantor nor any other person or entity shall have any right or claim under this Section 14 with respect to such Junior Financing that its guarantee of amounts owing in respect of such Junior Financing shall first be reduced) and after giving effect to any rights to contribution and/or subrogation pursuant to any agreement providing for an equitable contribution and/or subrogation among such Guarantor and the Alternative Limitationother Guarantors, except result in the Guaranteed Obligations of such Guarantor in respect of such amount not constituting a fraudulent transfer or conveyance and the maximum liability of each Guarantor hereunder and under the Secured Credit Documents shall in no event exceed such amount. Notwithstanding the provisions of the two preceding sentences, as between the Secured Parties and the holders of such Junior Financing, it is agreed (and the provisions of Junior Financing Documentation shall so provide) that any diminution (whether pursuant to court decree or otherwise) of any Guarantor’s obligation to make any distribution or payment pursuant to this Agreement shall have no force or effect for purposes of the subordination provisions contained in such Junior Financing Documentation, and that any payments received in respect of a Guarantor’s obligations with respect to such Junior Financing shall be turned over to the extent necessary so that the obligations holders of the Subsidiary “Senior Indebtedness” (as defined in such Junior Financing Documentation) (or obligations which would have constituted Senior Indebtedness if same had not been reduced or disallowed) of such Guarantor hereunder (which Senior Indebtedness shall be calculated as if there were no diminution thereto pursuant to this Section 4.16 or for any other reason other than the indefeasible payment in full in cash of the respective obligations which would otherwise have constituted Senior Indebtedness) until all such Senior Indebtedness (or obligations which would have constituted Senior Indebtedness if same had not be rendered voidable under the Bankruptcy Codebeen reduced or disallowed) has been indefeasibly paid in full in cash.

Limitation on Guaranteed Obligations. It Each Guarantor that is a Subsidiary Party and each Secured Party (by its acceptance of the benefits of this Agreement) hereby confirms that it is its intention that this Agreement not constitute a fraudulent transfer or conveyance for purposes of any Debtor Relief Laws (including the Bankruptcy Code, the Uniform Fraudulent Conveyance Act or any similar Federal or state law). To effectuate the foregoing intention, each Guarantor that is a Subsidiary Party and each Secured Party (by its acceptance of the benefits of this Agreement) hereby irrevocably agrees that the Guaranteed Obligations owing by such Guarantor under this Agreement shall be limited to such amount as will, after giving effect to such amount and all other (contingent or otherwise) liabilities of such Guarantor that are relevant under such Debtor Relief Laws (it being understood that it is the intention of ------------------------------------ the Subsidiary Guarantor parties to this Agreement and the Banks that the Subsidiary Guarantor's obligations hereunder shall be in, but not in excess of, as parties to any guaranty of any date, Junior Financing that is subordinated to the greater any of the following (such greater amount determined hereunder being referred to as the "Maximum Liability"): (i) the aggregate amount of all monies received by the Subsidiary Guarantor from the Borrower or any other guarantor on or after the date hereof (whether by loanGuaranteed Obligations, capital infusion or other means), or (ii) the maximum amount (such amount being the Subsidiary Guarantor's "Alternative Limitation") not subject to avoidance under Title 11 of the United States Code, as same may be amended from time to time, or any applicable state law (collectively, the "Bankruptcy Code"). To that end, but as to the Alternative Limitation of the Subsidiary Guarantor, only to the extent such obligations would otherwise be subject to avoidance under the Bankruptcy Code if the Subsidiary Guarantor is not deemed to have received valuable consideration, fair value or reasonably equivalent value for its obligations hereunder, the Subsidiary Guarantor's obligations hereunder shall be reduced to that amount which, after giving effect thereto, would not render the Subsidiary Guarantor insolvent, or leave the Subsidiary Guarantor with an unreasonably small capital to conduct its business, or cause the Subsidiary Guarantor to have incurred debts (or intended to have incurred debts) beyond its ability to pay such debts as they mature, at the time such obligations are deemed to have been incurred under the Bankruptcy Code. As used herein, the terms "insolvent" and "unreasonably small capital" shall likewise be determined in accordance with the Bankruptcy Code. This Section 14 with respect to the Alternative Limitation of the Subsidiary Guarantor is intended solely to preserve the rights of the Banks hereunder to the maximum extent permitted under applicable laws, the liabilities in respect of the guarantees of such Junior Financing shall not subject be included for the foregoing purposes and that, if any reduction is required to avoidance under the Bankruptcy Code, amount guaranteed by any Guarantor hereunder and neither the Subsidiary Guarantor nor any other person or entity shall have any right or claim under this Section 14 with respect to such Junior Financing that its guarantee of amounts owing in respect of such Junior Financing shall first be reduced) and after giving effect to any rights to contribution and/or subrogation pursuant to any agreement providing for an equitable contribution and/or subrogation among such Guarantor and the Alternative Limitationother Guarantors, except result in the Guaranteed Obligations of such Guarantor in respect of such amount not constituting a fraudulent transfer or conveyance and the maximum liability of each Guarantor hereunder and under the Secured Credit Documents shall in no event exceed such amount.. Notwithstanding the provisions of the two preceding sentences, as between the Secured Parties and the holders of such Junior Financing, it is agreed (and the provisions of Junior Financing Documentation shall so provide) that any diminution (whether pursuant to court decree or otherwise) of any Guarantor’s obligation to make any distribution or payment pursuant to this Agreement shall have no force or effect for purposes of the subordination provisions contained in such Junior Financing Documentation, and that any payments received in respect of a Guarantor’s obligations with respect to such Junior Financing shall be turned over to the extent necessary so that the obligations holders of the Subsidiary “Senior Indebtedness” (as defined in such Junior Financing Documentation) (or obligations which would have constituted Senior Indebtedness if same had not been reduced or disallowed) of such Guarantor hereunder (which Senior Indebtedness shall be calculated as if there were no diminution thereto pursuant to this Section 4.16 or for any other reason other than the indefeasible payment in full in cash of the respective obligations which would otherwise have constituted Senior Indebtedness) until all such Senior Indebtedness (or obligations which would have constituted Senior Indebtedness if same had not be rendered voidable under the Bankruptcy Code.been reduced or disallowed) has been indefeasibly paid in full in cash. * * * NEWYORK 6154457 v1 (2K)

Limitation on Guaranteed Obligations. It Each Guarantor that is a Subsidiary Party and each Secured Party (by its acceptance of the benefits of this Agreement) hereby confirms that it is its intention that this Agreement not constitute a fraudulent transfer or conveyance for purposes of any Debtor Relief Laws (including the Bankruptcy Code, the Uniform Fraudulent Conveyance Act or any similar Federal or state law). To effectuate the foregoing intention, each Guarantor that is a Subsidiary Party and each Secured Party (by its acceptance of the benefits of this Agreement) hereby irrevocably agrees that the Guaranteed Obligations owing by such Guarantor under this Agreement shall be limited to such amount as will, after giving effect to such amount and all other (contingent or otherwise) liabilities of such Guarantor that are relevant under such Debtor Relief Laws (it being understood that it is the intention of ------------------------------------ the Subsidiary Guarantor parties to this Agreement and the Banks that the Subsidiary Guarantor's obligations hereunder shall be in, but not in excess of, as parties to any guarantee of any date, Junior Financing that is subordinated to the greater any of the following (such greater amount determined hereunder being referred to as the "Maximum Liability"): (i) the aggregate amount of all monies received by the Subsidiary Guarantor from the Borrower or any other guarantor on or after the date hereof (whether by loanGuaranteed Obligations, capital infusion or other means), or (ii) the maximum amount (such amount being the Subsidiary Guarantor's "Alternative Limitation") not subject to avoidance under Title 11 of the United States Code, as same may be amended from time to time, or any applicable state law (collectively, the "Bankruptcy Code"). To that end, but as to the Alternative Limitation of the Subsidiary Guarantor, only to the extent such obligations would otherwise be subject to avoidance under the Bankruptcy Code if the Subsidiary Guarantor is not deemed to have received valuable consideration, fair value or reasonably equivalent value for its obligations hereunder, the Subsidiary Guarantor's obligations hereunder shall be reduced to that amount which, after giving effect thereto, would not render the Subsidiary Guarantor insolvent, or leave the Subsidiary Guarantor with an unreasonably small capital to conduct its business, or cause the Subsidiary Guarantor to have incurred debts (or intended to have incurred debts) beyond its ability to pay such debts as they mature, at the time such obligations are deemed to have been incurred under the Bankruptcy Code. As used herein, the terms "insolvent" and "unreasonably small capital" shall likewise be determined in accordance with the Bankruptcy Code. This Section 14 with respect to the Alternative Limitation of the Subsidiary Guarantor is intended solely to preserve the rights of the Banks hereunder to the maximum extent permitted under applicable lawsLaws, the liabilities in respect of the guarantees of such Junior Financing shall not subject be included for the foregoing purposes and that, if any reduction is required to avoidance under the Bankruptcy Code, amount guaranteed by any Guarantor hereunder and neither the Subsidiary Guarantor nor any other person or entity shall have any right or claim under this Section 14 with respect to such Junior Financing that its guarantee of amounts owing in respect of such Junior Financing shall first be reduced) and after giving effect to any rights to contribution and/or subrogation pursuant to any agreement providing for an equitable contribution and/or subrogation among such Guarantor and the Alternative Limitationother Guarantors, except result in the Guaranteed Obligations of such Guarantor in respect of such amount not constituting a fraudulent transfer or conveyance and the maximum liability of each Guarantor hereunder and under the Secured Credit Documents shall in no event exceed such amount. Notwithstanding the provisions of the two preceding sentences, as between the Secured Parties and the holders of such Junior Financing, it is agreed (and the provisions of Junior Financing Documentation shall so provide) that any diminution (whether pursuant to court decree or otherwise) of any Guarantor’s obligation to make any distribution or payment pursuant to this Agreement shall have no force or effect for purposes of the subordination provisions contained in such Junior Financing Documentation, and that any payments received in respect of a Guarantor’s obligations with respect to such Junior Financing shall be turned over to the extent necessary so that the obligations holders of the Subsidiary “Senior Indebtedness” (as defined in such Junior Financing Documentation) (or obligations which would have constituted Senior Indebtedness if same had not been reduced or disallowed) of such Guarantor hereunder (which Senior Indebtedness shall be calculated as if there were no diminution thereto pursuant to this Section 4.16 or for any other reason other than the indefeasible payment in full in cash of the respective obligations which would otherwise have constituted Senior Indebtedness) until all such Senior Indebtedness (or obligations which would have constituted Senior Indebtedness if same had not be rendered voidable under the Bankruptcy Codebeen reduced or disallowed) has been indefeasibly paid in full in cash.

Limitation on Guaranteed Obligations. It Each Guarantor and each Secured Creditor (by its acceptance of the benefits of this Guaranty) hereby confirms that it is its intention that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the intention Bankruptcy Code, the Uniform Fraudulent Conveyance Act of ------------------------------------ any similar Federal or state law. To effectuate the Subsidiary foregoing intention, each Guarantor and each Secured Creditor (by its acceptance of the benefits of this Guaranty) hereby irrevocably agrees that the Guaranteed Obligations guaranteed by such Guarantor shall be limited to such amount as will, after giving effect to such maximum amount and all other (contingent or otherwise) liabilities of such Guarantor that are relevant under such laws and after giving effect to any rights to contribution pursuant to any agreement providing for an equitable contribution among such Guarantor and the Banks that other Guarantors, result in the Subsidiary Guarantor's obligations hereunder shall be inGuaranteed Obligations of such Guarantor in respect of such maximum amount not constituting a fraudulent transfer or conveyance. Notwithstanding any other provision of this Guaranty, but not in excess of, as of any date, the greater of the following (such greater amount determined hereunder being referred to as the "Maximum Liability"): (i) the aggregate amount guarantee, indemnity and other obligations of all monies received Xxxxxx-Standard Automotive International B.V. expressed to be assumed in this Guaranty shall be deemed not to be assumed by Xxxxxx-Standard Automotive International BV to the Subsidiary Guarantor from extent that such guarantee, indemnity and other obligations would constitute unlawful financial assistance within the Borrower meaning of Section 2:207(c) or any other guarantor on or after 2:98(c) of the date hereof Dutch Civil Code (whether by loan, capital infusion or other means), or Burgerlijk Wetboek) and (ii) the maximum amount payment obligations of Xxxxxx-Standard Automotive International B.V., CSA International Holdings Coöperatief U.A., and CSA International Holdings CV under Section 1 hereof in respect of Guaranteed Obligations owing by the U.S. Borrower (and under pledges securing such amount being Guaranteed Obligations owing by the Subsidiary Guarantor's "Alternative Limitation"U.S. Borrower) not subject to avoidance under Title 11 of the United States Code, as same may be amended from time to time, or any applicable state law (collectively, the "Bankruptcy Code"). To that end, but as to the Alternative Limitation of the Subsidiary Guarantor, only to the extent such obligations would otherwise be subject to avoidance under the Bankruptcy Code if the Subsidiary Guarantor is not deemed to have received valuable consideration, fair value or reasonably equivalent value for its obligations hereunder, the Subsidiary Guarantor's obligations hereunder shall be reduced limited to that an amount which, after giving effect thereto, would of Guaranteed Obligations not render in excess of $60,000,000 and the Subsidiary Guarantor insolvent, or leave provisions of this Guaranty and the Subsidiary Guarantor with an unreasonably small capital to conduct its business, or cause the Subsidiary Guarantor to have incurred debts (or intended to have incurred debts) beyond its ability to pay such debts as they mature, at the time such obligations are deemed to have been incurred under the Bankruptcy Code. As used herein, the terms "insolvent" and "unreasonably small capital" other Credit Documents shall likewise be determined in accordance with the Bankruptcy Code. This Section 14 with respect to the Alternative Limitation of the Subsidiary Guarantor is intended solely to preserve the rights of the Banks hereunder to the maximum extent not subject to avoidance under the Bankruptcy Code, and neither the Subsidiary Guarantor nor any other person or entity shall have any right or claim under this Section 14 with respect to the Alternative Limitation, except to the extent necessary so that the obligations of the Subsidiary Guarantor hereunder shall not be rendered voidable under the Bankruptcy Codeconstrued accordingly.

Limitation on Guaranteed Obligations. It Each Guarantor Subsidiary and each Beneficiary (by its acceptance of the benefits hereof) hereby confirms that it is its intention that the guaranty set forth in this Section 7 not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act of any similar Federal or state law. To effectuate the foregoing intention, each Guarantor Subsidiary and each Beneficiary (by its acceptance of the benefits of the guaranty set forth in this Section 7) hereby irrevocably agrees that the Guaranteed Obligations guaranteed by such Guarantor Subsidiary shall be limited to such amount as will, after giving effect to such maximum amount and all other (contingent or otherwise) liabilities of such Guarantor Subsidiary that are relevant under such laws (it being understood that it is the intention of ------------------------------------ the Subsidiary Guarantor parties to this Guaranty and the Banks that parties to any guaranty of the Subsidiary Guarantor's obligations hereunder shall be inUnsecured Debt, but not in excess ofany Qualified Seller Subordinated Debt, the ABL Loans or the Additional Secured Term Loans, as of any datethe case may be, that, to the maximum extent permitted under applicable laws, the greater liabilities in respect of the following (such greater amount determined hereunder being referred to guarantees of the Unsecured Debt, any Qualified Seller Subordinated Debt, the ABL Loans or the Additional Secured Term Loans, as the "Maximum Liability"): (i) case may be, shall not be included for the aggregate amount of all monies received by the Subsidiary Guarantor from the Borrower or foregoing purposes and that, if any other guarantor on or after the date hereof (whether by loan, capital infusion or other means), or (ii) the maximum amount (such amount being the Subsidiary Guarantor's "Alternative Limitation") not subject to avoidance under Title 11 of the United States Code, as same may be amended from time to time, or any applicable state law (collectively, the "Bankruptcy Code"). To that end, but as reduction is required to the Alternative Limitation of the amount guaranteed by any Guarantor Subsidiary Guarantor, only to the extent such obligations would otherwise be subject to avoidance under the Bankruptcy Code if the Subsidiary Guarantor is not deemed to have received valuable consideration, fair value or reasonably equivalent value for its obligations hereunder, the Subsidiary Guarantor's obligations hereunder shall be reduced to that amount which, after giving effect thereto, would not render the Subsidiary Guarantor insolvent, or leave the Subsidiary Guarantor with an unreasonably small capital to conduct its business, or cause the Subsidiary Guarantor to have incurred debts (or intended to have incurred debts) beyond its ability to pay such debts as they mature, at the time such obligations are deemed to have been incurred under the Bankruptcy Code. As used herein, the terms "insolvent" and "unreasonably small capital" shall likewise be determined in accordance with the Bankruptcy Code. This Section 14 with respect to the Alternative Limitation any Qualified Seller Subordinated Debt, the ABL Loans or the Additional Secured Term Loans, as the case may be, that its guarantee of amounts owing in respect of the Unsecured Debt, any Qualified Seller Subordinated Debt, the ABL Loans or the Additional Secured Term Loans, as the case may be, shall first be reduced) and after giving effect to any rights to contribution pursuant to any agreement providing for an equitable contribution among such Guarantor Subsidiary and the other Guarantor is intended solely to preserve Subsidiaries, result in the rights Guaranteed Obligations of the Banks hereunder to the such Guarantor Subsidiary in respect of such maximum extent amount not subject to avoidance under the Bankruptcy Code, and neither the Subsidiary Guarantor nor any other person constituting a fraudulent transfer or entity shall have any right or claim under this Section 14 with respect to the Alternative Limitation, except to the extent necessary so that the obligations of the Subsidiary Guarantor hereunder shall not be rendered voidable under the Bankruptcy Codeconveyance.

Limitation on Guaranteed Obligations. It Each Guarantor Subsidiary and each Beneficiary (by its acceptance of the benefits hereof) hereby confirms that it is its intention that the guaranty set forth in this Section 7 not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act of any similar Federal or state law. To effectuate the foregoing intention, each Guarantor Subsidiary and each Beneficiary (by its acceptance of the benefits of the guaranty set forth in this Section 7) hereby irrevocably agrees that the Guaranteed Obligations guaranteed by such Guarantor Subsidiary shall be limited to such amount as will, after giving effect to such maximum amount and all other (contingent or otherwise) liabilities of such Guarantor Subsidiary that are relevant under such laws (it being understood that it is the intention of ------------------------------------ the Subsidiary Guarantor parties to this Guaranty and the Banks that parties to any guaranty of the Subsidiary Guarantor's obligations hereunder shall be inUnsecured Acquisition Debt, but not in excess ofany Qualified Seller Subordinated Debt, the Secured Notes, the Refinancing Secured Notes or the Additional Secured Notes, as of any datethe case may be, that, to the maximum extent permitted under applicable laws, the greater liabilities in respect of the following (such greater amount determined hereunder being referred to guarantees of the Unsecured Acquisition Debt, any Qualified Seller Subordinated Debt, the Secured Notes, the Refinancing Secured Notes or the Additional Secured Notes, as the "Maximum Liability"): (i) case may be, shall not be included for the aggregate amount of all monies received by the Subsidiary Guarantor from the Borrower or foregoing purposes and that, if any other guarantor on or after the date hereof (whether by loan, capital infusion or other means), or (ii) the maximum amount (such amount being the Subsidiary Guarantor's "Alternative Limitation") not subject to avoidance under Title 11 of the United States Code, as same may be amended from time to time, or any applicable state law (collectively, the "Bankruptcy Code"). To that end, but as reduction is required to the Alternative Limitation of the amount guaranteed by any Guarantor Subsidiary Guarantor, only to the extent such obligations would otherwise be subject to avoidance under the Bankruptcy Code if the Subsidiary Guarantor is not deemed to have received valuable consideration, fair value or reasonably equivalent value for its obligations hereunder, the Subsidiary Guarantor's obligations hereunder shall be reduced to that amount which, after giving effect thereto, would not render the Subsidiary Guarantor insolvent, or leave the Subsidiary Guarantor with an unreasonably small capital to conduct its business, or cause the Subsidiary Guarantor to have incurred debts (or intended to have incurred debts) beyond its ability to pay such debts as they mature, at the time such obligations are deemed to have been incurred under the Bankruptcy Code. As used herein, the terms "insolvent" and "unreasonably small capital" shall likewise be determined in accordance with the Bankruptcy Code. This Section 14 with respect to the Alternative Limitation Subordinated Notes, any Qualified Seller Subordinated Debt, the Secured Notes, the Refinancing Secured Notes or the Additional Secured Notes, as the case may be, that its guarantee of amounts owing in respect of the Unsecured Acquisition Debt, any Qualified Seller Subordinated Debt, the Secured Notes, the Refinancing Secured Notes or the Additional Secured Notes, as the case may be, shall first be reduced) and after giving effect to any rights to contribution pursuant to any agreement providing for an equitable contribution among such Guarantor Subsidiary and the other Guarantor is intended solely to preserve Subsidiaries, result in the rights Guaranteed Obligations of the Banks hereunder to the such Guarantor Subsidiary in respect of such maximum extent amount not subject to avoidance under the Bankruptcy Code, and neither the Subsidiary Guarantor nor any other person constituting a fraudulent transfer or entity shall have any right or claim under this Section 14 with respect to the Alternative Limitation, except to the extent necessary so that the obligations of the Subsidiary Guarantor hereunder shall not be rendered voidable under the Bankruptcy Codeconveyance.

Limitation on Guaranteed Obligations. It Each Guarantor and each Secured Creditor (by its acceptance of the benefits of this Guaranty) hereby confirms that it is its intention that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act of any similar Federal or state law. To effectuate the foregoing intention, each Guarantor and each Secured Creditor (by its acceptance of the benefits of this Guaranty) hereby irrevocably agrees that the Guaranteed Obligations guaranteed by such Guarantor shall be limited to such amount as will, after giving effect to such maximum amount and all other (contingent or otherwise) liabilities of such Guarantor that are relevant under such laws (it being understood that it is the intention of ------------------------------------ the Subsidiary Guarantor parties to this Guaranty and the Banks that parties to any guaranty of the Subsidiary Guarantor's obligations hereunder shall be inPermitted Senior Subordinated Notes that, but not in excess of, as of any dateto the maximum extent permitted under applicable laws, the greater liabilities in respect of the following (such greater amount determined hereunder being referred to as the "Maximum Liability"): (i) the aggregate amount of all monies received by the Subsidiary Guarantor from the Borrower or any other guarantor on or after the date hereof (whether by loan, capital infusion or other means), or (ii) the maximum amount (such amount being the Subsidiary Guarantor's "Alternative Limitation") not subject to avoidance under Title 11 guarantees of the United States CodePermitted Senior Subordinated Notes shall not be included for the foregoing purposes and that, as same may be amended from time to time, or if any applicable state law (collectively, the "Bankruptcy Code"). To that end, but as reduction is required to the Alternative Limitation of the Subsidiary Guarantor, only to the extent such obligations would otherwise be subject to avoidance under the Bankruptcy Code if the Subsidiary amount guaranteed by any Guarantor is not deemed to have received valuable consideration, fair value or reasonably equivalent value for its obligations hereunder, the Subsidiary Guarantor's obligations hereunder shall be reduced to that amount which, after giving effect thereto, would not render the Subsidiary Guarantor insolvent, or leave the Subsidiary Guarantor with an unreasonably small capital to conduct its business, or cause the Subsidiary Guarantor to have incurred debts (or intended to have incurred debts) beyond its ability to pay such debts as they mature, at the time such obligations are deemed to have been incurred under the Bankruptcy Code. As used herein, the terms "insolvent" and "unreasonably small capital" shall likewise be determined in accordance with the Bankruptcy Code. This Section 14 with respect to the Alternative Limitation Permitted Senior Subordinated Notes that its guarantee of amounts owing in respect of the Subsidiary Permitted Senior Subordinated Notes shall first be reduced) and after giving effect to any rights to contribution pursuant to any agreement providing for an equitable contribution among such Guarantor is intended solely to preserve and the rights other Guarantors, result in the Guaranteed Obligations of such Guarantor in respect of such maximum amount not constituting a fraudulent transfer or conveyance. Notwithstanding the provisions of the Banks hereunder two preceding sentences, as between the Secured Creditors and the holders of the Permitted Senior Subordinated Notes, unless the Agents otherwise agree in their sole discretion, it is agreed (and upon execution and delivery of any Permitted Senior Subordinated Notes Indentures, the provisions thereof shall so provide) that any diminution (whether pursuant to court decree or otherwise) of any Guarantor’s obligation to make any distribution or payment pursuant to this Guaranty shall have no force or effect for purposes of the maximum extent not subject to avoidance under subordination provisions contained in the Bankruptcy CodePermitted Senior Subordinated Notes Indentures, and neither the Subsidiary Guarantor nor that any other person or entity shall have any right or claim under this Section 14 payments received in respect of a Guarantor’s obligations with respect to the Alternative Limitation, except Permitted Senior Subordinated Notes shall be turned over to the extent necessary so that the obligations holders of the Subsidiary “senior debt” of such Guarantor hereunder (or obligations which would have constituted “senior debt” of such Guarantor if same had not been reduced or disallowed and which “senior debt” shall be calculated as if there were no diminution thereto pursuant to this Section 20 or for any other reason other than the irrevocable payment in full in cash of the respective obligations which would otherwise have constituted “senior debt” of such Guarantor) until all such “senior debt” (or obligations which would have constituted “senior debt” of such Guarantor if same had not be rendered voidable under the Bankruptcy Codebeen reduced or disallowed) has been irrevocably paid in full in cash.

Limitation on Guaranteed Obligations. It Each Guarantor Subsidiary and each Beneficiary (by its acceptance of the benefits hereof) hereby confirms that it is its intention that the guaranty set forth in this Section 7 not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act of any similar Federal or state law. To effectuate the foregoing intention, each Guarantor Subsidiary and each Beneficiary (by its acceptance of the benefits of the guaranty set forth in this Section 7) hereby irrevocably agrees that the Guaranteed Obligations guaranteed by such Guarantor Subsidiary shall be limited to such amount as will, after giving effect to such maximum amount and all other (contingent or otherwise) liabilities of such Guarantor Subsidiary that are relevant under such laws (it being understood that it is the intention of ------------------------------------ the Subsidiary Guarantor parties to this Guaranty and the Banks that parties to any guaranty of the Subsidiary Guarantor's obligations hereunder shall be inUnsecured Debt, but not in excess ofany Qualified Seller Subordinated Debt, the Secured Term Loans, the Refinancing Secured Term Loans or the Additional Secured Term Loans, as of any datethe case may be, that, to the maximum extent permitted under applicable laws, the greater liabilities in respect of the following (such greater amount determined hereunder being referred to guarantees of the Unsecured Debt, any Qualified Seller Subordinated Debt, the Secured Term Loans, the Refinancing Secured Term Loans or the Additional Secured Term Loans, as the "Maximum Liability"): (i) case may be, shall not be included for the aggregate amount of all monies received by the Subsidiary Guarantor from the Borrower or foregoing purposes and that, if any other guarantor on or after the date hereof (whether by loan, capital infusion or other means), or (ii) the maximum amount (such amount being the Subsidiary Guarantor's "Alternative Limitation") not subject to avoidance under Title 11 of the United States Code, as same may be amended from time to time, or any applicable state law (collectively, the "Bankruptcy Code"). To that end, but as reduction is required to the Alternative Limitation of the amount guaranteed by any Guarantor Subsidiary Guarantor, only to the extent such obligations would otherwise be subject to avoidance under the Bankruptcy Code if the Subsidiary Guarantor is not deemed to have received valuable consideration, fair value or reasonably equivalent value for its obligations hereunder, the Subsidiary Guarantor's obligations hereunder shall be reduced to that amount which, after giving effect thereto, would not render the Subsidiary Guarantor insolvent, or leave the Subsidiary Guarantor with an unreasonably small capital to conduct its business, or cause the Subsidiary Guarantor to have incurred debts (or intended to have incurred debts) beyond its ability to pay such debts as they mature, at the time such obligations are deemed to have been incurred under the Bankruptcy Code. As used herein, the terms "insolvent" and "unreasonably small capital" shall likewise be determined in accordance with the Bankruptcy Code. This Section 14 with respect to the Alternative Limitation Subordinated Notes, any Qualified Seller Subordinated Debt, the Secured Term Loans, the Refinancing Secured Term Loans or the Additional Secured Term Loans, as the case may be, that its guarantee of amounts owing in respect of the Unsecured Debt, any Qualified Seller Subordinated Debt, the Secured Term Loans, the Refinancing Secured Term Loans or the Additional Secured Term Loans, as the case may be, shall first be reduced) and after giving effect to any rights to contribution pursuant to any agreement providing for an equitable contribution among such Guarantor Subsidiary and the other Guarantor is intended solely to preserve Subsidiaries, result in the rights Guaranteed Obligations of the Banks hereunder to the such Guarantor Subsidiary in respect of such maximum extent amount not subject to avoidance under the Bankruptcy Code, and neither the Subsidiary Guarantor nor any other person constituting a fraudulent transfer or entity shall have any right or claim under this Section 14 with respect to the Alternative Limitation, except to the extent necessary so that the obligations of the Subsidiary Guarantor hereunder shall not be rendered voidable under the Bankruptcy Codeconveyance.

Limitation on Guaranteed Obligations. It Each Guarantor and each Secured Creditor (by its acceptance of the benefits of this Guaranty) hereby confirms that it is its intention that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act of any similar Federal or state law. To effectuate the foregoing intention, each Guarantor and each Secured Creditor (by its acceptance of the benefits of this Guaranty) hereby irrevocably agrees that the Guaranteed Obligations guaranteed by such Guarantor shall be limited to such amount as will, after giving effect to such maximum amount and all other (contingent or otherwise) liabilities of such Guarantor that are relevant under such laws (it being understood that it is the intention of ------------------------------------ the Subsidiary Guarantor parties to this Guaranty and the Banks that parties to any guaranty of the Subsidiary Guarantor's obligations hereunder shall be inSenior Subordinated Notes that, but not in excess of, as of any dateto the maximum extent permitted under applicable laws, the greater liabilities in respect of the following (such greater amount determined hereunder being referred to as the "Maximum Liability"): (i) the aggregate amount of all monies received by the Subsidiary Guarantor from the Borrower or any other guarantor on or after the date hereof (whether by loan, capital infusion or other means), or (ii) the maximum amount (such amount being the Subsidiary Guarantor's "Alternative Limitation") not subject to avoidance under Title 11 guarantees of the United States CodeSenior Subordinated Notes shall not be included for the foregoing purposes and that, as same may be amended from time to time, or if any applicable state law (collectively, the "Bankruptcy Code"). To that end, but as reduction is required to the Alternative Limitation of the Subsidiary Guarantor, only to the extent such obligations would otherwise be subject to avoidance under the Bankruptcy Code if the Subsidiary amount guaranteed by any Guarantor is not deemed to have received valuable consideration, fair value or reasonably equivalent value for its obligations hereunder, the Subsidiary Guarantor's obligations hereunder shall be reduced to that amount which, after giving effect thereto, would not render the Subsidiary Guarantor insolvent, or leave the Subsidiary Guarantor with an unreasonably small capital to conduct its business, or cause the Subsidiary Guarantor to have incurred debts (or intended to have incurred debts) beyond its ability to pay such debts as they mature, at the time such obligations are deemed to have been incurred under the Bankruptcy Code. As used herein, the terms "insolvent" and "unreasonably small capital" shall likewise be determined in accordance with the Bankruptcy Code. This Section 14 with respect to the Alternative Limitation Senior Subordinated Notes that its guarantee of amounts owing in respect of the Subsidiary Senior Subordinated Notes shall first be reduced) and after giving effect to any rights to contribution pursuant to any agreement providing for an equitable contribution among such Guarantor is intended solely to preserve and the rights other Guarantors, result in the Guaranteed Obligations of such Guarantor in respect of such maximum amount not constituting a fraudulent transfer or conveyance. Notwithstanding the provisions of the Banks hereunder two preceding sentences, as between the Secured Creditors and the holders of the Senior Subordinated Notes, it is agreed (and the provisions of the Senior Subordinated Note Indenture so provide) that any diminution (whether pursuant to court decree or otherwise) of any Guarantor's obligation to make any distribution or payment pursuant to this Guaranty shall have no force or effect for purposes of the maximum extent not subject to avoidance under subordination provisions contained in the Bankruptcy CodeSenior Subordinated Note Indenture, as applicable, and neither the Subsidiary Guarantor nor that any other person or entity shall have any right or claim under this Section 14 payments received in respect of a Guarantor's obligations with respect to the Alternative LimitationSenior Subordinated Notes, except as the case may be, shall be turned over to the extent necessary so that the obligations holders of the Subsidiary Guarantor hereunder Senior Debt (as defined in each case in the Senior Subordinated Note Indenture) (or obligations which would have constituted Guarantor Senior Debt if same had not been reduced or disallowed) of such Guarantor (which Guarantor Senior Debt shall be calculated as if there were no diminution thereto pursuant to this Section 19 or for any other reason other than the irrevocable payment in full in cash of the respective obligations which would otherwise have constituted Guarantor Senior Debt) until all such Guarantor Senior Debt (or obligations which would have constituted Guarantor Senior Debt if same had not be rendered voidable under the Bankruptcy Codebeen reduced or disallowed) has been irrevocably paid in full in cash.

Limitation on Guaranteed Obligations. It Each Guarantor that is a Subsidiary Party and each Secured Party (by its acceptance of the benefits of this Agreement) hereby confirms that it is its intention that this Agreement not constitute a fraudulent transfer or conveyance for purposes of any Debtor Relief Laws (including the Bankruptcy Code, the Uniform Fraudulent Conveyance Act or any similar Federal or state law). To effectuate the foregoing intention, each Guarantor that is a Subsidiary Party and each Secured Party (by its acceptance of the benefits of this Agreement) hereby irrevocably agrees that the Guaranteed Obligations owing by such Guarantor under this Agreement shall be limited to such amount as will, after giving effect to such maximum amount and all other (contingent or otherwise) liabilities of such Guarantor that are relevant under such Debtor Relief Laws (it being understood that it is the intention of ------------------------------------ the Subsidiary Guarantor parties to this Agreement and the Banks that parties to any guaranty of the Subsidiary Guarantor's obligations hereunder shall be inSenior Subordinated Notes that, but not in excess of, as of any dateto the maximum extent permitted under applicable laws, the greater liabilities in respect of the following (such greater amount determined hereunder being referred to as the "Maximum Liability"): (i) the aggregate amount of all monies received by the Subsidiary Guarantor from the Borrower or any other guarantor on or after the date hereof (whether by loan, capital infusion or other means), or (ii) the maximum amount (such amount being the Subsidiary Guarantor's "Alternative Limitation") not subject to avoidance under Title 11 guarantees of the United States CodeSenior Subordinated Notes shall not be included for the foregoing purposes and that, as same may be amended from time to time, or if any applicable state law (collectively, the "Bankruptcy Code"). To that end, but as reduction is required to the Alternative Limitation of the Subsidiary Guarantor, only to the extent such obligations would otherwise be subject to avoidance under the Bankruptcy Code if the Subsidiary amount guaranteed by any Guarantor is not deemed to have received valuable consideration, fair value or reasonably equivalent value for its obligations hereunder, the Subsidiary Guarantor's obligations hereunder shall be reduced to that amount which, after giving effect thereto, would not render the Subsidiary Guarantor insolvent, or leave the Subsidiary Guarantor with an unreasonably small capital to conduct its business, or cause the Subsidiary Guarantor to have incurred debts (or intended to have incurred debts) beyond its ability to pay such debts as they mature, at the time such obligations are deemed to have been incurred under the Bankruptcy Code. As used herein, the terms "insolvent" and "unreasonably small capital" shall likewise be determined in accordance with the Bankruptcy Code. This Section 14 with respect to the Alternative Limitation Senior Subordinated Notes that its guarantee of amounts owing in respect of the Subsidiary Senior Subordinated Notes shall first be reduced) and after giving effect to any rights to contribution and/or subrogation pursuant to any agreement providing for an equitable contribution and/or subrogation among such Guarantor is intended solely to preserve and the rights other Guarantors, result in the Guaranteed Obligations of such Guarantor in respect of such maximum amount not constituting a fraudulent transfer or conveyance. Notwithstanding the provisions of the Banks hereunder two preceding sentences, as between the Secured Parties and the holders of the Senior Subordinated Notes, it is agreed (and the provisions of the Senior Subordinated Note Indenture so provide) that any diminution (whether pursuant to court decree or otherwise) of any Guarantor’s obligation to make any distribution or payment pursuant to this Agreement shall have no force or effect for purposes of the maximum extent not subject to avoidance under subordination provisions contained in the Bankruptcy CodeSenior Subordinated Note Indenture, and neither the Subsidiary Guarantor nor that any other person or entity shall have any right or claim under this Section 14 payments received in respect of a Guarantor’s obligations with respect to the Alternative Limitation, except Senior Subordinated Notes shall be turned over to the extent necessary so that the obligations holders of the Subsidiary “Senior Indebtedness” (as defined in the Senior Subordinated Note Indenture) (or obligations which would have constituted Senior Indebtedness if same had not been reduced or disallowed) of such Guarantor hereunder (which Senior Indebtedness shall be calculated as if there were no diminution thereto pursuant to this Section 4.16 or for any other reason other than the indefeasible payment in full in cash of the respective obligations which would otherwise have constituted Senior Indebtedness) until all such Senior Indebtedness (or obligations which would have constituted Senior Indebtedness if same had not be rendered voidable under the Bankruptcy Codebeen reduced or disallowed) has been indefeasibly paid in full in cash.

Limitation on Guaranteed Obligations. It is the intention of ------------------------------------ the Subsidiary Each Guarantor and each Secured Creditor (by its acceptance of the Banks benefits of this Guaranty) hereby confirms that it is its intention that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of any Debtor Relief Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, each Guarantor and each Secured Creditor (by its acceptance of the benefits of this Guaranty) hereby irrevocably agrees that the Subsidiary Guarantor's obligations hereunder Guaranteed Obligations guaranteed by such Guarantor shall be in, but not in excess of, as of any date, the greater of the following (such greater amount determined hereunder being referred limited to as the "Maximum Liability"): (i) the aggregate amount of all monies received by the Subsidiary Guarantor from the Borrower or any other guarantor on or after the date hereof (whether by loan, capital infusion or other means), or (ii) the maximum amount (such amount being the Subsidiary Guarantor's "Alternative Limitation") not subject to avoidance under Title 11 of the United States Code, as same may be amended from time to time, or any applicable state law (collectively, the "Bankruptcy Code"). To that end, but as to the Alternative Limitation of the Subsidiary Guarantor, only to the extent such obligations would otherwise be subject to avoidance under the Bankruptcy Code if the Subsidiary Guarantor is not deemed to have received valuable consideration, fair value or reasonably equivalent value for its obligations hereunder, the Subsidiary Guarantor's obligations hereunder shall be reduced to that amount whichwill, after giving effect theretoto such maximum amount and all other (contingent or otherwise) liabilities of such Guarantor that are relevant under such laws and after giving effect to any rights to contribution pursuant to any agreement providing for an equitable contribution among such Guarantor and the other Guarantors, would result in the Guaranteed Obligations of such Guarantor in respect of such maximum amount not render constituting a fraudulent transfer or conveyance. · COUNTERPARTS . This Guaranty may be executed in any number of counterparts and by the Subsidiary Guarantor insolventdifferent parties hereto on separate counterparts, or leave each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the Subsidiary Guarantor with an unreasonably small capital to conduct its business, or cause same instrument. A set of counterparts executed by all the Subsidiary Guarantor to have incurred debts (or intended to have incurred debts) beyond its ability to pay such debts as they mature, at the time such obligations are deemed to have been incurred under the Bankruptcy Code. As used herein, the terms "insolvent" and "unreasonably small capital" parties hereto shall likewise be determined in accordance lodged with the Bankruptcy CodeCollateral Agent. This Section 14 with respect Delivery of an executed signature page to this Guaranty by facsimile transmission or as a “.pdf” shall be as effective as delivery of a manually signed counterpart of this Guaranty. · PAYMENTS . All payments made by any Guarantor hereunder will be made without setoff, counterclaim or other defense, and shall be made in immediately available funds to the Alternative Limitation office of the Subsidiary Guarantor is intended solely to preserve the rights Collateral Agent specified in Section 2.19 of the Banks hereunder Credit Agreement or at such other address as the Collateral Agent may designate in writing to the maximum extent not subject to avoidance under the Bankruptcy Code, and neither the Subsidiary Guarantor nor any other person or entity shall have any right or claim under this Section 14 with respect to the Alternative Limitation, except to the extent necessary so that the obligations of the Subsidiary Guarantor hereunder shall not be rendered voidable under the Bankruptcy CodeGuarantors.

Limitation on Guaranteed Obligations. It Each Guarantor and the Collateral Trustee (and each Eurobond Creditor by its acceptance of the benefits of this Guaranty) hereby confirms that it is its intention that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act of any similar Federal or state law. To effectuate the foregoing intention, each Guarantor and the Collateral Trustee (and each Eurobond Creditor by its acceptance of the benefits of this Guaranty) hereby irrevocably agrees that the Guaranteed Obligations guaranteed by such Guarantor shall be limited to such amount as will, after giving effect to such maximum amount and all other (contingent or otherwise) liabilities of such Guarantor that are relevant under such laws (it being understood that it is the intention of ------------------------------------ the Subsidiary Guarantor parties to this Guaranty and the Banks that parties to any guaranty of the Subsidiary Guarantor's obligations hereunder shall be inSenior Notes that, but not in excess of, as of any dateto the maximum extent permitted under applicable laws, the greater liabilities in respect of the following (such greater amount determined hereunder being referred to as the "Maximum Liability"): (i) the aggregate amount of all monies received by the Subsidiary Guarantor from the Borrower or any other guarantor on or after the date hereof (whether by loan, capital infusion or other means), or (ii) the maximum amount (such amount being the Subsidiary Guarantor's "Alternative Limitation") not subject to avoidance under Title 11 guarantees of the United States CodeSenior Notes shall not be included for the foregoing purposes and that, as same may be amended from time to time, or if any applicable state law (collectively, the "Bankruptcy Code"). To that end, but as reduction is required to the Alternative Limitation of the Subsidiary Guarantor, only to the extent such obligations would otherwise be subject to avoidance under the Bankruptcy Code if the Subsidiary amount guaranteed by any Guarantor is not deemed to have received valuable consideration, fair value or reasonably equivalent value for its obligations hereunder, the Subsidiary Guarantor's obligations hereunder shall be reduced to that amount which, after giving effect thereto, would not render the Subsidiary Guarantor insolvent, or leave the Subsidiary Guarantor with an unreasonably small capital to conduct its business, or cause the Subsidiary Guarantor to have incurred debts (or intended to have incurred debts) beyond its ability to pay such debts as they mature, at the time such obligations are deemed to have been incurred under the Bankruptcy Code. As used herein, the terms "insolvent" and "unreasonably small capital" shall likewise be determined in accordance with the Bankruptcy Code. This Section 14 with respect to the Alternative Limitation Senior Notes that its guarantee of amounts owing in respect of the Subsidiary Senior Notes shall first be reduced) and after giving effect to any rights to contribution pursuant to any agreement providing for an equitable contribution among such Guarantor is intended solely to preserve and the rights other Guarantors, result in the Guaranteed Obligations of such Guarantor in respect of such maximum amount not constituting a fraudulent transfer or conveyance. In addition, each Guarantor organized under the laws of England and Wales and the Collateral Trustee (and each Eurobond Creditor by its acceptance of the Banks hereunder benefits of this Guaranty) hereby irrevocably agrees that the Guaranteed Obligations guaranteed by any such Guarantor shall not apply to the maximum extent not subject to avoidance under the Bankruptcy Code, and neither the Subsidiary Guarantor nor any other person or entity shall have any right or claim under this Section 14 with respect to the Alternative Limitation, except liability to the extent necessary so that it would result in this Guaranty constituting unlawful financial assistance within the obligations meaning of Section 151 of the Subsidiary Guarantor hereunder shall not be rendered voidable under the Bankruptcy CodeCompanies Act 1985.