Common use of Limitation on Guarantors’ Liability Clause in Contracts

Limitation on Guarantors’ Liability. Each Guarantor, and by its acceptance hereof, each Holder and the Trustee, hereby confirm that it is the intention of all such parties that the Guarantee of a Guarantor does not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the United States Code, as amended, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S. Federal or state or other applicable law. To effectuate the foregoing intention, each Holder and each Guarantor hereby irrevocably agree that the obligations of a Guarantor under its Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor result in the obligations of such Guarantor not constituting such a fraudulent transfer or conveyance. If following the date of this Indenture and notwithstanding anything in Section 8.02 to the contrary: (1) (i) there shall be any change in the laws set forth in the first sentence of this Section 10.03 or (ii) any Subsidiary incorporated, organized or formed, as the case may be, under the laws of any jurisdiction other than the United States (a “Future Guarantor”) shall be required to execute a Guarantee; or (2) the Company shall reasonably determine that it shall be necessary or advisable to amend the terms of this Section 10.03 or to add additional provisions related to the limitations imposed on the Guarantee of a Future Guarantor, then upon the delivery of an Officers’ Certificate and Opinion of Counsel reasonably satisfactory to the Trustee, the Company shall be entitled to amend such clauses or add such additional provisions (including any related modifications to the form of Guarantee attached hereto in Exhibits A and B), as the case may be, in order for the Guarantee of a Guarantor not to so violate applicable law.

Limitation on Guarantors’ Liability. Each Guarantor, and by its acceptance hereof, each Holder of Securities of a series entitled to the benefits of the Guarantees provided by this Article 14 and the Trustee, hereby confirm that it is the intention of all such parties that the Guarantee of a Guarantor does not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the United States Code, as amended, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S. Federal or state or other applicable law. To effectuate the foregoing intention, each such Holder and each Guarantor hereby irrevocably agree that the obligations of a Guarantor under its Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor result in the obligations of such Guarantor not constituting such a fraudulent transfer or conveyance. If following the date relevant Issue Date in respect of this Indenture the Securities of such series and notwithstanding anything in Section 8.02 9.02 to the contrary: (1) (i) there shall be any change in the laws set forth in the first sentence of this Section 10.03 14.03 or (ii) any Subsidiary incorporated, organized or formed, as the case may be, under the laws of any jurisdiction other than the United States (a “Future Guarantor”) shall be required to execute a Guarantee; or (2) the Company shall reasonably determine that it shall be necessary or advisable to amend the terms of this Section 10.03 14.03 or to add additional provisions related to the limitations imposed on the Guarantee of a Future Guarantor, then upon the delivery of an Officers’ Certificate and Opinion of Counsel reasonably satisfactory to the Trustee, the Company shall be entitled to amend such clauses or add such additional provisions (including any related modifications to the form Notation of Guarantee attached hereto in Exhibits A and BExhibit A), as the case may be, in order for the Guarantee of a Guarantor not to so violate applicable law.

Limitation on Guarantors’ Liability. (1) Each Guarantor, Guarantor and by its acceptance hereof, hereof each Holder and of a Security entitled to the Trustee, benefits of the Guarantee hereby confirm that it is the intention of all such parties that the guarantee by such Guarantor pursuant to the Guarantee of a Guarantor does not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the United States Code, as amended, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S. Federal or state or other applicable State law. To effectuate the foregoing intention, each Holder the Holders of a Security entitled to the benefits of the Guarantee and each Guarantor the Guarantors hereby irrevocably agree that the obligations of a each Guarantor under its the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under the Guarantee, not result in the obligations of such Guarantor not under the Guarantee constituting such a fraudulent conveyance or fraudulent transfer under Federal or conveyance. If following the date of this Indenture and notwithstanding anything in Section 8.02 to the contrary: (1) (i) there shall be any change in the laws set forth in the first sentence of this Section 10.03 or (ii) any Subsidiary incorporated, organized or formed, as the case may be, under the laws of any jurisdiction other than the United States (a “Future Guarantor”) shall be required to execute a Guarantee; orState law. (2) The Guarantee is expressly limited so that in no event, including the Company acceleration of the maturity of the Securities, shall reasonably determine that it the amount paid or agreed to be paid in respect of interest on the Securities (or fees or other amounts deemed payment for the use of funds) exceed the maximum permissible amount under applicable law, as in effect on the date hereof and as subsequently amended or modified to allow a greater amount of interest (or fees or other amounts deemed payment for the use of funds) to be paid under the Guarantee. If for any reason the amount in respect of interest (or fees or other amounts deemed payment for the use of funds) required by the Guarantee exceeds such maximum permissible amount, the obligation to pay interest under the Guarantee (or fees or other amounts deemed payment for the use of funds) shall be necessary or advisable automatically reduced to amend such maximum permissible amount and any amounts collected by any holder of any Security in excess of the terms of this Section 10.03 or to add additional provisions related to the limitations imposed on the Guarantee of a Future Guarantor, then upon the delivery of an Officers’ Certificate and Opinion of Counsel reasonably satisfactory to the Trustee, the Company permissible amount shall be entitled automatically applied to amend reduce the outstanding principal on such clauses or add such additional provisions (including any related modifications to the form of Guarantee attached hereto in Exhibits A and B), as the case may be, in order for the Guarantee of a Guarantor not to so violate applicable lawSecurity.

Limitation on Guarantors’ Liability. (a) Each Guarantor, and by its acceptance hereofof Notes, each Holder and the TrusteeHolder, hereby confirm confirms that it is the intention of all such parties that the Guarantee guarantee of a such Guarantor does not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the United States Code, as amendedBankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S. Federal federal or state or other law to the extent applicable lawto any guarantee. To effectuate the foregoing intention, each Holder the Trustee, the Holders and each Guarantor the Guarantors hereby irrevocably agree that each Guarantor’s liability shall be that amount from time to time equal to the obligations aggregate liability of a such Guarantor under its Guarantee the guarantee, but shall be limited to the maximum lesser of (i) the aggregate amount of the Company’s obligations under the Notes and this Indenture or (ii) the amount, if any, which would not have (A) rendered the Guarantors “insolvent” (as willsuch term is defined in the Federal Bankruptcy Code and in the Debtor and Creditor Law of the State of New York) or (B) left it with unreasonably small capital at the time its guarantee with respect to the Notes was entered into, after giving effect to all other contingent and fixed liabilities the incurrence of existing Indebtedness immediately before such time; provided, however, it shall be a presumption in any lawsuit or proceeding in which a Guarantor result in is a party that the obligations of such Guarantor not constituting such a fraudulent transfer or conveyance. If following the date of this Indenture and notwithstanding anything in Section 8.02 amount guaranteed pursuant to the contrary: (1) guarantee with respect to the Notes is the amount described in clause (i) there shall be above unless any change creditor, or representative of creditors of the Guarantor, or debtor in possession or trustee in bankruptcy of the laws set forth Guarantor, otherwise proves in a lawsuit that the first sentence aggregate liability of this Section 10.03 or each of the Guarantors is limited to the amount described in clause (ii) any Subsidiary incorporated, organized or formed, as the case may be, under the laws of any jurisdiction other than the United States (a “Future Guarantor”) shall be required to execute a Guarantee; orabove. (2b) the Company shall reasonably determine that it shall be necessary or advisable to amend the terms of this Section 10.03 or to add additional provisions related In making any determination as to the limitations imposed on the Guarantee solvency or sufficiency of a Future Guarantor, then upon the delivery of an Officers’ Certificate and Opinion of Counsel reasonably satisfactory to the Trustee, the Company shall be entitled to amend such clauses or add such additional provisions (including any related modifications to the form of Guarantee attached hereto in Exhibits A and B), as the case may be, in order for the Guarantee capital of a Guarantor not in accordance with the proviso of Section 10.02(a), the right of each Guarantor to so violate applicable lawcontribution from other Guarantors and any other rights such Guarantor may have, contractual or otherwise, shall be taken into account.