Common use of Limitation on Obligations Guaranteed Clause in Contracts

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each Guarantor under Article XVII hereof shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under Section 17.1 hereof void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the Guaranty set forth herein and the obligations of each Guarantor hereunder. To effectuate the foregoing, Agent and the Guarantors hereby irrevocably agree that the Obligations of each Guarantor in respect of the Guaranty set forth in Section 17.1 hereof at any time shall be limited to the maximum amount as will result in the Obligations of such Guarantor with respect thereto hereof not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such Guaranty set forth in Section 17.1 hereof and its related contribution rights but before taking into account any liabilities under any other guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the Guaranty under Section 17.1 hereof will be deemed to be enforceable and payable after the Guaranty under Section 17.1 hereof. To the fullest extent permitted by Applicable Law, this Section 17.9(a) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interests in such Guarantor. (b) Each Guarantor agrees that Obligations may at any time and from time to time be incurred or permitted in an amount exceeding the maximum liability of such Guarantor under Section 17.9(a) above without impairing the Guaranty contained in this Article XVII or affecting the rights and remedies of any Secured Party hereunder.

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each Guarantor under this Article XVII hereof X shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under Section 17.1 hereof this Article X void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the Guaranty guaranty set forth herein and the obligations of each Guarantor hereunder. To effectuate the foregoing, the Administrative Agent and the Guarantors hereby irrevocably agree that the Secured Obligations of each Guarantor in respect of the Guaranty guarantee set forth in Section 17.1 hereof this Article X at any time shall be limited to the maximum amount as will result in the Secured Obligations of such Guarantor with respect thereto hereof not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such Guaranty guarantee set forth in Section 17.1 hereof this Article X and its related contribution rights but before taking into account any liabilities under any other guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the Guaranty guarantee under Section 17.1 hereof this Article X will be deemed to be enforceable and payable after the Guaranty guaranty under Section 17.1 hereof. this Article X. To the fullest extent permitted by Applicable Lawapplicable law, this Section 17.9(a10.02(a) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interests Interest in such Guarantor. (b) Each Guarantor agrees that Secured Obligations may at any time and from time to time be incurred or permitted in an amount exceeding the maximum liability of such Guarantor under Section 17.9(a10.02(a) above without impairing the Guaranty guarantee contained in this Article XVII X or affecting the rights and remedies of any Secured Party hereunder.

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each Guarantor under this Article XVII hereof IX shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under Section 17.1 hereof this Article IX void or voidable under applicable lawLaw, including, without limitation, including the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the Guaranty Obligations Guarantee set forth herein and the obligations of each Guarantor hereunder. To effectuate the foregoing, the Administrative Agent and the Guarantors hereby irrevocably agree that the Obligations obligations of each Guarantor in respect of the Guaranty Obligations Guarantee set forth in Section 17.1 hereof this Article IX at any time shall be limited to the maximum amount as will result in the Obligations obligations of such Guarantor with respect thereto hereof under the Obligations Guarantee not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such Guaranty the Obligations Guarantee set forth in Section 17.1 hereof this Article IX and its related contribution rights but before taking into account any liabilities under any other guarantee Guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the Guaranty under Section 17.1 hereof will be deemed to be enforceable and payable after the Guaranty under Section 17.1 hereof. To the fullest extent permitted by Applicable Law, this Section 17.9(a) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interests in such Guarantor. (b) Each Guarantor agrees that Obligations may at any time and from time to time be incurred or permitted in an amount exceeding the maximum liability of such Guarantor under Section 17.9(a9.02(a) above without impairing the Guaranty Obligations Guarantee contained in this Article XVII IX or affecting the rights and remedies of any Secured Guaranteed Party hereunder. (c) Notwithstanding anything to the contrary in this Article IX, the obligations under this Article IX of any Guarantor incorporated in Ireland shall be deemed not to be undertaken or incurred to the extent that the same would (but for this Section 9.02(c)): (i) constitute unlawful financial assistance prohibited by Section 60 of the Companies Xxx 0000 of Ireland; or (ii) constitute a breach of Section 31 of the Companies Xxx 0000 of Ireland. For the avoidance of doubt, to the extent that such indemnities, guarantees, obligations, liabilities or undertakings have been validated under Section 60 (2) to (11) of the Companies Xxx 0000 of Ireland, they shall not constitute unlawful financial assistance under the said Section 60. (d) Notwithstanding any provision of any Loan Document to the contrary, the aggregate payment obligations (excluding, for the avoidance of doubt, securities in rem) under this Obligations Guarantee of Actavis SCS (when taken together with the aggregate payment obligations (excluding, for the avoidance of doubt, securities in rem) of Actavis SCS under a Guarantee of any other Indebtedness) shall be limited to (such limitation to be applied to this Obligations Guarantee and to all such other Guarantees on a pro rata basis based on the aggregate outstanding principal amount of Indebtedness Guaranteed by Actavis SCS hereunder and under its Guarantee of any other such Indebtedness), and shall not exceed, an amount corresponding to 95% of the sum of (i) its own funds (capitaux propres) plus (ii) subordinated debts (as referred to in article 34 of the law of December 19, 2002 on the register of commerce and companies and accounting and the annual accounts of undertakings, as amended) (A) as shown in its most recent financial statements available on the date on which the initial demand is made in respect of obligations of Actavis SCS under this Obligations Guarantee or (B) as shown in its most recent financial statements available on the Effective Date, whichever is higher; provided that the limitation contained in this Section 9.02(d) shall not apply to any amounts borrowed by, or made available to, in any form whatsoever, under the Loan Documents (or any document entered into in connection therewith) to Actavis SCS or any of its (current or future) direct or indirect Subsidiaries. Where, for the purpose of the above determination under this Section 9.02(d) in respect of Actavis SCS, no duly established annual financial statements are available for the relevant reference period (which, for the avoidance of doubt, includes a situation where, in respect of the determination to be made above under this Section 9.02(d), no final financial statements have been established in due time in respect of the then most recently ended financial year), Actavis SCS shall promptly establish unaudited interim financial statements (as of the end of the then most recently ended financial quarter) or annual financial statements (as applicable) duly established in accordance with applicable accounting rules, pursuant to which the relevant own funds and subordinated debts will be determined. If Actavis SCS fails to provide such unaudited interim financial statements or annual financial statements (as applicable) within twenty-one (21) Business Days as from the date of request by the Administrative Agent, the Administrative Agent may appoint (at the Loan Parties’ expense) an independent auditor (réviseur d’entreprises agréé), or an independent reputable investment bank, that shall undertake the determination of the relevant own funds and subordinated debts. In order to prepare such determination, the independent auditor (réviseur d’entreprises agréé) or the independent reputable investment bank shall take into consideration such available elements and facts at such time, including the latest annual financial statements of Actavis SCS and its Subsidiaries, any recent valuation of the assets of Actavis SCS and its Subsidiaries (if available), the market value of the assets of Actavis SCS and its Subsidiaries as if sold between a willing buyer and a willing seller as a going concern using a standard market multi criteria approach combining market multiples, book value, discounted cash flow or comparable public transaction of which price is known (taking into account circumstances at the time of the valuation and making all necessary adjustments to the assumption being used) and acting in a reasonable manner.

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each Guarantor under Article XVII hereof Section 2 shall not exceed $1.00 less than the lowest amount which that would render such Guarantor’s 's obligations under Section 17.1 hereof 2 void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the Guaranty guaranty set forth herein and the obligations of each Guarantor hereunder. To effectuate the foregoing, Agent and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor in respect of the Guaranty guarantee set forth in Section 17.1 hereof 2 at any time shall be limited to the maximum amount as will would result in the Guaranteed Obligations of such Guarantor with respect thereto hereof not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such Guaranty guarantee set forth in Section 17.1 hereof 2 and its related contribution rights rights, but before taking into account any liabilities under any other guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the Guaranty guarantee under Section 17.1 hereof 2 will be deemed to be enforceable and payable after the Guaranty guaranty under Section 17.1 hereof2. To the fullest extent permitted by Applicable Lawapplicable law, this Section 17.9(a) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interests equity interest in such Guarantor. (b) Each Guarantor agrees that Obligations obligations may at any time and from time to time be incurred or permitted in an amount exceeding the maximum liability of such Guarantor under Section 17.9(a) above 2 without impairing the Guaranty guarantee contained in this Article XVII Section 2 or affecting the Landlord's rights and remedies of any Secured Party hereunder.

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each Guarantor under Article XVII II hereof shall not exceed $1.00 less than be limited to the lowest maximum amount which would render that can be guaranteed by such Guarantor without rendering such Guarantor’s obligations under Section 17.1 Article II hereof void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance ActAct (“UFCA”), Uniform Fraudulent Transfer Act (“UFTA”) or any similar foreign, federal or state law to the extent applicable to the Guaranty set forth herein and the obligations of law, in each Guarantor hereunder. To effectuate the foregoing, Agent and the Guarantors hereby irrevocably agree that the Obligations of each Guarantor in respect of the Guaranty set forth in Section 17.1 hereof at any time shall be limited to the maximum amount as will result in the Obligations of such Guarantor with respect thereto hereof not constituting a fraudulent transfer or conveyance case after giving full effect to the liability under such Guaranty guarantee set forth in Section 17.1 Article II hereof and its related contribution rights but before taking into account any liabilities under any other guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the Guaranty guarantee under Section 17.1 Article II hereof will be deemed to be enforceable and payable after the Guaranty guaranty under Section 17.1 Article II hereof. If any payment shall be required to be made to the Administrative Agent or any Lender under this Guaranty, each Guarantor hereby unconditionally and irrevocably agrees it will contribute, to the maximum extent permitted by law, such amounts to each other Guarantor and the Company so as to maximize the aggregate amount paid to the Administrative Agent for the benefit of the Lenders under or in connection with the Loan Documents. To the fullest extent permitted by Applicable Lawapplicable law, this Section 17.9(a) 2.07 shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interests Interest in such Guarantor. (b) Each Guarantor agrees that Obligations may at any time and from time to time be incurred or permitted in an amount exceeding the maximum liability of such Guarantor under Section 17.9(a2.02(a) above without impairing the Guaranty guarantee contained in this Article XVII II or affecting the rights and remedies of the Administrative Agent or any Secured Party Lender hereunder.

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each Guarantor under Article XVII Section 2 hereof shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under Section 17.1 2 hereof void or voidable under applicable law, including, without limitation, including the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the Guaranty guaranty set forth herein and the obligations of each Guarantor hereunder. To effectuate the foregoing, the Agent and the Guarantors hereby irrevocably agree that the Secured Obligations of each Guarantor in respect of the Guaranty guarantee set forth in Section 17.1 2 hereof at any time shall be limited to the maximum amount as will result in the Secured Obligations of such Guarantor with respect thereto hereof not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such Guaranty guarantee set forth in Section 17.1 2 hereof and its related contribution rights but before taking into account any liabilities under any other guarantee by such GuarantorGuarantor other than any guarantee of ABL Obligations. For purposes of the foregoing, all guarantees of such Guarantor other than the Guaranty guarantee under Section 17.1 2 hereof and any guarantee of ABL Obligations will be deemed to be enforceable and payable after the Guaranty guaranty under Section 17.1 2 hereof. To the fullest extent permitted by Applicable Lawapplicable law, this Section 17.9(a2.2(a) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interests Interest in such Guarantor. (b) Each Guarantor agrees that Secured Obligations may at any time and from time to time be incurred or permitted in an amount exceeding the maximum liability of such Guarantor under Section 17.9(a2.2(a) above without impairing the Guaranty guarantee contained in this Article XVII Section 2 or affecting the rights and remedies of any Secured Party hereunder.

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each Guarantor under Article XVII hereof shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under Section 17.1 hereof void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the Guaranty set forth herein and the obligations of each Guarantor hereunder. To effectuate the foregoing, Agent and the Guarantors hereby irrevocably agree that the Obligations of each Guarantor in respect of the Guaranty set forth in Section 17.1 hereof at any time shall be limited to the maximum amount as will result in the Obligations of such Guarantor with respect thereto hereof not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such Guaranty set forth in Section 17.1 hereof and its related contribution rights but before taking into account any liabilities under any other guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the Guaranty under Section 17.1 hereof will be deemed to be enforceable and payable after the Guaranty under Section 17.1 hereof. To the fullest extent permitted by Applicable Lawapplicable law, this Section 17.9(a17.10(a) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interests in such Guarantor. (b) Each Guarantor agrees that Obligations may at any time and from time to time be incurred or permitted in an amount exceeding the maximum liability of such Guarantor under Section 17.9(a17.10(a) above without impairing the Guaranty contained in this Article XVII or affecting the rights and remedies of any Secured Party hereunder.

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each Guarantor under Article XVII Section 10 hereof shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under Section 17.1 10 hereof void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the Guaranty guarantee set forth herein and the obligations of each Guarantor hereunder. To effectuate the foregoing, the Administrative Agent and the Guarantors hereby irrevocably agree that the Secured Obligations of each Guarantor in respect of the Guaranty guarantee set forth in Section 17.1 10 hereof at any time shall be limited to the maximum amount as will result in the Secured Obligations of such Guarantor with respect thereto hereof not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such Guaranty guarantee set forth in Section 17.1 10 hereof and its related contribution rights but before taking into account any liabilities under any other guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the Guaranty guarantee under Section 17.1 10 hereof will be deemed to be enforceable and payable after the Guaranty guarantee under Section 17.1 10 hereof. To the fullest extent permitted by Applicable Lawapplicable law, this Section 17.9(a10.2(a) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interests Interest in such Guarantor. (b) Each Guarantor agrees that Secured Obligations may at any time and from time to time be incurred or permitted in an amount exceeding the maximum liability of such Guarantor under Section 17.9(a10.2(a) above without impairing the Guaranty guarantee contained in this Article XVII Section 10 or affecting the rights and remedies of any Secured Party hereunder.

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each Guarantor under Article XVII hereof shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under Section 17.1 hereof void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the Guaranty set forth herein and the obligations of each Guarantor hereunder. To effectuate the foregoing, Agent and the Guarantors hereby irrevocably agree that the Obligations of each Guarantor in respect of the Guaranty set forth in Section 17.1 hereof at any time shall be limited to the maximum amount as will result in the Obligations of such Guarantor with respect thereto hereof not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such Guaranty set forth in Section 17.1 hereof and its related contribution rights but before taking into account any liabilities under any other guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the Guaranty under Section 17.1 hereof will be deemed to be enforceable and payable after the Guaranty under Section 17.1 hereof. To the fullest extent permitted by Applicable Lawapplicable law, this Section 17.9(a) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interests in such Guarantor. (b) Each Guarantor agrees that Obligations may at any time and from time to time be incurred or permitted in an amount exceeding the maximum liability of such Guarantor under Section 17.9(a) above without impairing the Guaranty contained in this Article XVII or affecting the rights and remedies of any Secured Party hereunder.

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each Guarantor under this Article XVII hereof IX shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under Section 17.1 hereof this Article IX void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the Guaranty set forth herein and the obligations of each Guarantor hereunder. To effectuate the foregoing, the Administrative Agent and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor in respect of the Guaranty set forth in Section 17.1 hereof this Article IX at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor with respect thereto hereof not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such the Guaranty set forth in Section 17.1 hereof this Article IX and its related contribution rights but before taking into account any liabilities under any other guarantee Guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the Guaranty under Section 17.1 hereof will be deemed to be enforceable and payable after the Guaranty under Section 17.1 hereof. To the fullest extent permitted by Applicable Law, this Section 17.9(a) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interests in such Guarantor. (b) Each Guarantor agrees that Obligations may at any time and from time to time be incurred or permitted in an amount exceeding the maximum liability of such Guarantor under Section 17.9(a9.02(a) above without impairing the Guaranty contained in this Article XVII IX or affecting the rights and remedies of any Secured Guaranteed Party hereunder. (c) Notwithstanding anything contrary in this Article IX, the guarantees, obligations, liabilities and undertakings under this Article IX of the Parent and any other Guarantor incorporated in Ireland shall be deemed not to be undertaken or incurred to the extent that the same would (but for this Section 9.02(c)): (i) constitute unlawful financial assistance prohibited by Section 60 of the Companies Xxx 0000 of Ireland; or (ii) constitute a breach of Section 31 of the Companies Xxx 0000 of Ireland. For the avoidance of doubt, to the extent that such guarantees, obligations, liabilities or undertakings have been validated under Section 60 (2) to (11) of the Companies Xxx 0000 of Ireland they shall not constitute unlawful financial assistance under the said Section 60.

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each Guarantor under Article XVII II hereof shall not exceed $1.00 less than be limited to the lowest maximum amount which would render that can be guaranteed by such Guarantor without rendering such Guarantor’s obligations under Section 17.1 Article II hereof void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance ActAct (“UFCA”), Uniform Fraudulent Transfer Act (“UFTA”) or any similar foreign, federal or state law to the extent applicable to the Guaranty set forth herein and the obligations of law, in each Guarantor hereunder. To effectuate the foregoing, Agent and the Guarantors hereby irrevocably agree that the Obligations of each Guarantor in respect of the Guaranty set forth in Section 17.1 hereof at any time shall be limited to the maximum amount as will result in the Obligations of such Guarantor with respect thereto hereof not constituting a fraudulent transfer or conveyance case after giving full effect to the liability under such Guaranty guarantee set forth in Section 17.1 Article II hereof and its related contribution rights but before taking into account any liabilities under any other guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the Guaranty guarantee under Section 17.1 Article II hereof will be deemed to be enforceable and payable after the Guaranty guaranty under Section 17.1 Article II hereof. If any payment shall be required to be made to the Agent under this Guarantee, each Guarantor hereby unconditionally and irrevocably agrees it will contribute, to the maximum extent permitted by law, such amounts to each other Guarantor and the Borrower so as to maximize the aggregate amount paid to the Agent under or in connection with this Guarantee and the Agreement. To the fullest extent permitted by Applicable Lawapplicable law, this Section 17.9(a) 2.07 shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interests Interest in such Guarantor. (b) Each Guarantor agrees that Obligations may at any time and from time to time be incurred or permitted in an amount exceeding the maximum liability of such Guarantor under Section 17.9(a2.07(a) above without impairing the Guaranty guarantee contained in this Article XVII II or affecting the rights and remedies of the Agent or any Secured Party other Person hereunder.

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each Guarantor under this Article XVII hereof IX shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under Section 17.1 hereof this Article IX void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the Guaranty set forth herein and the obligations of each Guarantor hereunder. To effectuate the foregoing, the Administrative Agent and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor in respect of the Guaranty set forth in Section 17.1 hereof this Article IX at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor with respect thereto hereof not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such the Guaranty set forth in Section 17.1 hereof this Article IX and its related contribution rights but before taking into account any liabilities under any other guarantee Guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the Guaranty under Section 17.1 hereof will be deemed to be enforceable and payable after the Guaranty under Section 17.1 hereof. To the fullest extent permitted by Applicable Law, this Section 17.9(a) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interests in such Guarantor. (b) Each Guarantor agrees that Obligations may at any time and from time to time be incurred or permitted in an amount exceeding the maximum liability of such Guarantor under Section 17.9(a9.02(a) above without impairing the Guaranty contained in this Article XVII IX or affecting the rights and remedies of any Secured Guaranteed Party hereunder. (c) Notwithstanding anything to the contrary in this Article IX, the indemnities guarantees, obligations, liabilities and undertakings under this Article IX or elsewhere in this Agreement of the Ultimate Parent and any other Guarantor incorporated in Ireland shall be deemed not to be undertaken or incurred to the extent that the same would (but for this Section 9.02(c)): (i) constitute unlawful financial assistance prohibited by Section 60 of the Companies Xxx 0000 of Ireland; or (ii) constitute a breach of Section 31 of the Companies Xxx 0000 of Ireland. For the avoidance of doubt, to the extent that such indemnities, guarantees, obligations, liabilities or undertakings have been validated under Section 60 (2) to (11) of the Companies Xxx 0000 of Ireland they shall not constitute unlawful financial assistance under the said Section 60.

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each Guarantor under Article XVII Section 2 hereof shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under Section 17.1 2 hereof void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the Guaranty guarantee set forth herein and the obligations of each Guarantor hereunder. To effectuate the foregoing, the Agent and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor in respect of the Guaranty guarantee set forth in Section 17.1 2 hereof at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor with respect thereto hereof not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such Guaranty guarantee set forth in Section 17.1 2 hereof and its related contribution rights but before taking into account any liabilities under any other guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the Guaranty guarantee under Section 17.1 2 hereof will be deemed to be enforceable and payable after the Guaranty guarantee under Section 17.1 2 hereof. To the fullest extent permitted by Applicable Lawapplicable law, this Section 17.9(a2.2(a) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interests Interest in such Guarantor. (b) Each Guarantor agrees that Obligations may at any time and from time to time be incurred or permitted in an amount exceeding the maximum liability of such Guarantor under Section 17.9(a) above without impairing the Guaranty contained in this Article XVII or affecting the rights and remedies of any Secured Party hereunder.

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each Guarantor under this Article XVII hereof X shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under Section 17.1 hereof this Article X void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the Guaranty guaranty set forth herein and the obligations of each Guarantor hereunder. To effectuate the foregoing, the Administrative Agent and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor in respect of the Guaranty guarantee set forth in Section 17.1 hereof this Article X at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor with respect thereto hereof not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such Guaranty guarantee set forth in Section 17.1 hereof this Article X and its related contribution rights but before taking into account any liabilities under any other guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the Guaranty guarantee under Section 17.1 hereof this Article X will be deemed to be enforceable and payable after the Guaranty guaranty under Section 17.1 hereof. this Article X. To the fullest extent permitted by Applicable Lawapplicable law, this Section 17.9(a10.02(a) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interests Interest in such Guarantor. (b) Each Guarantor agrees that Guaranteed Obligations may at any time and from time to time be incurred or permitted in an amount exceeding the maximum liability of such Guarantor under Section 17.9(a10.02(a) above without impairing the Guaranty guarantee contained in this Article XVII X or affecting the rights and remedies of any Secured Party Lender hereunder.

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each Guarantor under Article XVII Section 2 hereof shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s 's obligations under Section 17.1 2 hereof void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the Guaranty guaranty set forth herein and the obligations of each Guarantor hereunder. To effectuate the foregoing, the Administrative Agent, the Collateral Agent and the Guarantors hereby irrevocably agree that the Pari Passu Obligations of each Guarantor in respect of the Guaranty guarantee set forth in Section 17.1 2 hereof at any time shall be limited to the maximum amount as will result in the Pari Passu Obligations of such Guarantor with respect thereto hereof not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such Guaranty guarantee set forth in Section 17.1 2 hereof and its related contribution rights but before taking into account any liabilities under any other guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the Guaranty guarantee under Section 17.1 2 hereof will be deemed to be enforceable and payable after the Guaranty guaranty under Section 17.1 2 hereof. To the fullest extent permitted by Applicable Lawapplicable law, this Section 17.9(a2.04(a) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interests Interest in such Guarantor. (b) Each Guarantor agrees that Pari Passu Obligations may at any time and from time to time be incurred or permitted in an amount exceeding the maximum liability of such Guarantor under Section 17.9(a2.04(a) above without impairing the Guaranty guarantee contained in this Article XVII Section 2 or affecting the rights and remedies of any Secured Party hereunder.

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each Guarantor under this Article XVII hereof IX shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under Section 17.1 hereof this Article IX void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the Guaranty set forth herein and the obligations of each Guarantor hereunder. To effectuate the foregoing, the Administrative Agent and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor in respect of the Guaranty set forth in Section 17.1 hereof this Article IX at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor with respect thereto hereof not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such the Guaranty set forth in Section 17.1 hereof this Article IX and its related contribution rights but before taking into account any liabilities under any other guarantee Guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the Guaranty under Section 17.1 hereof will be deemed to be enforceable and payable after the Guaranty under Section 17.1 hereof. To the fullest extent permitted by Applicable Law, this Section 17.9(a) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interests in such Guarantor. (b) Each Guarantor agrees that Obligations may at any time and from time to time be incurred or permitted in an amount exceeding the maximum liability of such Guarantor under Section 17.9(a9.02(a) above without impairing the Guaranty contained in this Article XVII IX or affecting the rights and remedies of any Secured Guaranteed Party hereunder. (c) Notwithstanding anything to the contrary in this Article IX, the indemnities, guarantees, obligations, liabilities and undertakings under this Article IX or elsewhere in this Agreement of the Ultimate Parent and any other Guarantor incorporated in Ireland shall be deemed not to be undertaken or incurred to the extent that the same would (but for this Section 9.02(c)): (i) constitute unlawful financial assistance prohibited by Section 60 of the Companies Xxx 0000 of Ireland; or (ii) constitute a breach of Section 31 of the Companies Xxx 0000 of Ireland. For the avoidance of doubt, to the extent that such indemnities, guarantees, obligations, liabilities or undertakings have been validated under Section 60 (2) to (11) of the Companies Xxx 0000 of Ireland they shall not constitute unlawful financial assistance under the said Section 60.

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each Guarantor under Article XVII Section 2 hereof shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under Section 17.1 2 hereof void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the Guaranty guaranty set forth herein and the obligations of each Guarantor hereunderGuaranteed Obligations. To effectuate the foregoing, the Second Lien Administrative Agent and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor in respect of the Guaranty guarantee set forth in Section 17.1 2 hereof at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor with respect thereto hereof not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such Guaranty guarantee set forth in Section 17.1 2 hereof and its related contribution rights but before taking into account any liabilities under any other guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the Guaranty guarantee under Section 17.1 2 hereof will be deemed to be enforceable and payable after the Guaranty guaranty under Section 17.1 2 hereof. To the fullest extent permitted by Applicable Lawapplicable law, this Section 17.9(a2.2(a) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interests Interest in such Guarantor. (b) Each Guarantor agrees that Obligations may at any time and from time to time be incurred or permitted in an amount exceeding the maximum liability of such Guarantor under Section 17.9(a2.2(a) above without impairing the Guaranty guarantee contained in this Article XVII Section 2 or affecting the rights and remedies of any Secured Guaranteed Party hereunder.

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each Guarantor under Article XVII Section 2 hereof shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under Section 17.1 2 hereof void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the Guaranty guaranty set forth herein and the obligations of each Guarantor hereunder. To effectuate the foregoing, the Agent and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor in respect of the Guaranty guarantee set forth in Section 17.1 2 hereof at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor with respect thereto hereof not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such Guaranty guarantee set forth in Section 17.1 2 hereof and its related contribution rights but before taking into account any liabilities under any other guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the Guaranty guarantee under Section 17.1 2 hereof will be deemed to be enforceable and payable after the Guaranty guaranty under Section 17.1 2 hereof. To the fullest extent permitted by Applicable Lawapplicable law, this Section 17.9(a2.2(a) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interests Interest in such Guarantor. (b) Each Guarantor agrees that Obligations may at any time and from time to time be incurred or permitted in an amount exceeding the maximum liability of such Guarantor under Section 17.9(a2.2 (a) above without impairing the Guaranty guarantee contained in this Article XVII Section 2 or affecting the rights and remedies of any Secured Guaranteed Party hereunder. (c) In respect of the UK Guarantors, this guarantee does not apply to any liability to the extent that it would result in this guarantee constituting unlawful financial assistance within financial assistance within the meaning of Section 678 of the Companies Act.

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each Guarantor under Article XVII Section 2 hereof shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under Section 17.1 2 hereof void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the Guaranty guaranty set forth herein and the obligations of each Guarantor hereunderGuaranteed Obligations. To effectuate the foregoing, the First Lien Administrative Agent and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor in respect of the Guaranty guarantee set forth in Section 17.1 2 hereof at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor with respect thereto hereof not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such Guaranty guarantee set forth in Section 17.1 2 hereof and its related contribution rights but before taking into account any liabilities under any other guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the Guaranty guarantee under Section 17.1 2 hereof will be deemed to be enforceable and payable after the Guaranty guaranty under Section 17.1 2 hereof. To the fullest extent permitted by Applicable Lawapplicable law, this Section 17.9(a2.2(a) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interests Interest in such Guarantor. (b) Each Guarantor agrees that Obligations may at any time and from time to time be incurred or permitted in an amount exceeding the maximum liability of such Guarantor under Section 17.9(a2.2(a) above without impairing the Guaranty guarantee contained in this Article XVII Section 2 or affecting the rights and remedies of any Secured Guaranteed Party hereunder.

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each Guarantor under Article XVII Section 2 hereof shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under Section 17.1 2 hereof void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the Guaranty guaranty set forth herein and the obligations of each Guarantor hereunderGuaranteed Obligations. To effectuate the foregoing, Agent the Investors and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor in respect of the Guaranty guarantee set forth in Section 17.1 2 hereof at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor with respect thereto hereof not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such Guaranty guarantee set forth in Section 17.1 2 hereof and its related contribution rights but before taking into account any liabilities under any other guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the Guaranty guarantee under Section 17.1 2 hereof will be deemed to be enforceable and payable after the Guaranty guaranty under Section 17.1 2 hereof. To the fullest extent permitted by Applicable Lawapplicable law, this Section 17.9(a2.2(a) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interests equity interest in such Guarantor. (b) Each Guarantor agrees that Obligations may at any time and from time to time be incurred or permitted in an amount exceeding the maximum liability of such Guarantor under Section 17.9(a2.2(a) above without impairing the Guaranty guarantee contained in this Article XVII Section 2 or affecting the rights and remedies of any Secured Guaranteed Party hereunder.

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each Guarantor under this Article XVII hereof IX shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under Section 17.1 hereof this Article IX void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the Guaranty set forth herein and the obligations of each Guarantor hereunder. To effectuate the foregoing, the Administrative Agent and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor in respect of the Guaranty set forth in Section 17.1 hereof this Article IX at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor with respect thereto hereof not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such the Guaranty set forth in Section 17.1 hereof this Article IX and its related contribution rights but before taking into account any liabilities under any other guarantee Guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the Guaranty under Section 17.1 hereof will be deemed to be enforceable and payable after the Guaranty under Section 17.1 hereof. To the fullest extent permitted by Applicable Law, this Section 17.9(a) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interests in such Guarantor. (b) Each Guarantor agrees that Obligations may at any time and from time to time be incurred or permitted in an amount exceeding the maximum liability of such Guarantor under Section 17.9(a9.02(a) above without impairing the Guaranty contained in this Article XVII IX or affecting the rights and remedies of any Secured Guaranteed Party hereunder. (c) Notwithstanding anything to the contrary in this Article IX, the indemnities, guarantees, obligations, liabilities and undertakings under this Article IX or elsewhere in this Agreement of Ultimate Parent and any other Guarantor incorporated in Ireland shall be deemed not to be undertaken or incurred to the extent that the same would (but for this Section 9.02(c)): (i) constitute unlawful financial assistance prohibited by Section 60 of the Companies Xxx 0000 of Ireland; or (ii) constitute a breach of Section 31 of the Companies Xxx 0000 of Ireland. For the avoidance of doubt, to the extent that such indemnities, guarantees, obligations, liabilities or undertakings have been validated under Section 60 (2) to (11) of the Companies Xxx 0000 of Ireland they shall not constitute unlawful financial assistance under the said Section 60.

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each Guarantor under Article XVII Section 2 hereof shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under Section 17.1 2 hereof void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the Guaranty guarantee set forth herein and the obligations of each Guarantor hereunder. To effectuate the foregoingforegoing intention, the Agent and the Guarantors hereby irrevocably agree that the Obligations of each Guarantor in respect of under the Guaranty guarantee set forth in Section 17.1 2 hereof at any time shall be limited to the maximum amount as will result in the Obligations of such Guarantor with respect thereto under the guarantee set forth in Section 2 hereof not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such Guaranty the guarantee set forth in Section 17.1 2 hereof and its related contribution rights but before taking into account any liabilities under any other guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the Guaranty guarantee under Section 17.1 2 hereof will be deemed to be enforceable and payable after the Guaranty guarantee under Section 17.1 2 hereof. To the fullest extent permitted by Applicable Lawapplicable law, this Section 17.9(a2.2(a) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interests Interest in such Guarantor. (b) Each Guarantor agrees that Obligations may at any time and from time to time be incurred or permitted in an amount exceeding the maximum liability of such Guarantor under Section 17.9(a2.2(a) above without impairing the Guaranty guarantee contained in this Article XVII Section 2 or affecting the rights and remedies of any Secured Party hereunder.

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each Guarantor under Article XVII Section 2 hereof shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under Section 17.1 2 hereof void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act, Uniform Voidable Transactions Act or any similar foreign, federal or state law to the extent applicable to the Guaranty guarantee set forth herein and the obligations of each Guarantor hereunder. To effectuate the foregoing, the Collateral Agent and the Guarantors hereby irrevocably agree that the Secured Obligations of each Guarantor in respect of the Guaranty guarantee set forth in Section 17.1 2 hereof at any time shall be limited to the maximum amount as will result in the Secured Obligations of such Guarantor with respect thereto hereof not constituting a fraudulent transfer transfer, conveyance or conveyance a voidable obligation after giving full effect to the liability under such Guaranty guarantee set forth in Section 17.1 2 hereof and its related contribution rights but before taking into account any liabilities under any other guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the Guaranty guarantee under Section 17.1 2 hereof will be deemed to be enforceable and payable after the Guaranty guarantee under Section 17.1 2 hereof. To the MACROBUTTON DocID \\LA - 765212/000003 - 2071538 v11 fullest extent permitted by Applicable Lawapplicable law, this Section 17.9(a2.2(a) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interests Interest in such Guarantor. (b) Each Guarantor agrees that Secured Obligations may at any time and from time to time be incurred or permitted in an amount exceeding the maximum liability of such Guarantor under Section 17.9(a2.2(a) above without impairing the Guaranty guarantee contained in this Article XVII Section 2 or affecting the rights and remedies of any Secured Party hereunder.

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereofhereof (other than any guarantee or liability limitations specified to be applicable under this Article IX), the right of recovery against each Guarantor under this Article XVII IX (Guarantee) hereof shall not exceed $1.00 less than be limited to the lowest maximum amount which would render that can be guaranteed by such Guarantor without rendering such Guarantor’s obligations under Section 17.1 this Article IX (Guarantee) hereof void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the Guaranty set forth herein and the obligations of law, in each Guarantor hereunder. To effectuate the foregoing, Agent and the Guarantors hereby irrevocably agree that the Obligations of each Guarantor in respect of the Guaranty set forth in Section 17.1 hereof at any time shall be limited to the maximum amount as will result in the Obligations of such Guarantor with respect thereto hereof not constituting a fraudulent transfer or conveyance case after giving full effect to the liability under such Guaranty guarantee set forth in Section 17.1 this Article IX (Guarantee) hereof and its related contribution rights but before taking into account any liabilities under any other guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the Guaranty guarantee under Section 17.1 this Article IX (Guarantee) hereof will be deemed to be enforceable and payable after the Guaranty guaranty under Section 17.1 this Article IX (Guarantee) hereof. To the fullest extent permitted by Applicable Lawapplicable law, this Section 17.9(a9.07(a) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interests Capital Stock in such Guarantor. (b) . Each Guarantor agrees that Guaranteed Obligations may at any time and from time to time be incurred or permitted in an amount exceeding the maximum liability of such Guarantor under Section 17.9(a9.07(a) above without impairing the Guaranty guarantee contained in this Article XVII IX (Guarantee) or affecting the rights and remedies of any Secured Party hereunder. (b) Notwithstanding anything to the contrary in this Article IX (Guarantee) and the other Note Documents: (i) this guarantee and the obligations and liabilities of any French Guarantor in its capacity as a Guarantor under the Note Documents shall only apply insofar as required to guarantee the payment obligations under this Agreement of any Issuer up to an amount equal to the aggregate of all amounts made available pursuant to this Agreement to such Issuer and made available directly or indirectly (by way of intra-group loans or advances directly or indirectly by such Issuer through any other Gauzy Company) to that French Guarantor or its Subsidiaries and outstanding on the date on which a call is made under this Article IX (Guarantee) (the “Maximum Guaranteed Amount”); it being specified that any payment made by such French Guarantor under this Article IX (Guarantee) in respect of the obligations of such Issuer shall reduce pro tanto the outstanding amount of the intra-group loans or advances (if any) due by such French Guarantor to such Issuer under the intra-group loans or advances referred to above and by way of consequence shall reduce the Maximum Guaranteed Amount; (ii) the obligations and liabilities of any French Guarantor under the Note Documents and in particular under this Article IX (Guarantee) shall not include any obligation or liability which, if incurred, would constitute a provision of financial assistance within the meaning of article L. 225-216 of the French Commercial Code and/or would constitute a misuse of corporate assets or corporate credit within the meaning of articles L. 242-6, L. 241.3 or L. 244-1 of the French Commercial Code or any other law or regulation having the same effect; (iii) The obligations of any French Guarantor under this agreement will not extend beyond a point where they would infringe article L.511-7 3° of the French Monetary Code; (iv) no French Guarantor shall be considered as jointly and severally liable with the other Note Parties as to its obligations pursuant to the guarantee given under this Article IX (Guarantee); and (v) each French Guarantor only (x) gives representations and warranties relating to it and, where so provided for, its Subsidiaries and (y) undertakes only in relation to itself and, where so provided for, its Subsidiaries.

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each Guarantor under this Article XVII hereof IX shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under Section 17.1 hereof this Article IX void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the Guaranty set forth herein and the obligations of each Guarantor hereunder. To effectuate the foregoing, the Administrative Agent and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor in respect of the Guaranty set forth in Section 17.1 hereof this Article IX at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor with respect thereto hereof not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such the Guaranty set forth in Section 17.1 hereof this Article IX and its related contribution rights but before taking into account any liabilities under any other guarantee Guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the Guaranty under Section 17.1 hereof will be deemed to be enforceable and payable after the Guaranty under Section 17.1 hereof. To the fullest extent permitted by Applicable Law, this Section 17.9(a) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interests in such Guarantor. (b) Each Guarantor agrees that Obligations may at any time and from time to time be incurred or permitted in an amount exceeding the maximum liability of such Guarantor under Section 17.9(a9.02(a) above without impairing the Guaranty contained in this Article XVII IX or affecting the rights and remedies of any Secured Guaranteed Party hereunder. (c) Notwithstanding anything to the contrary in this Article IX, the obligations under this Article IX of Ultimate Parent and any other Guarantor incorporated in Ireland shall be deemed not to be undertaken or incurred to the extent that the same would (but for this Section 9.02(c)): (i) constitute unlawful financial assistance prohibited by Section 60 of the Companies Xxx 0000 of Ireland; or (ii) constitute a breach of Section 31 of the Companies Xxx 0000 of Ireland. For the avoidance of doubt, to the extent that such indemnities, guarantees, obligations, liabilities or undertakings have been validated under Section 60 (2) to (11) of the Companies Xxx 0000 of Ireland, they shall not constitute unlawful financial assistance under the said Section 60. (d) Notwithstanding any provision of any Loan Document to the contrary (including any Subsidiary Guarantor Counterpart entered into prior to the Third Restatement Effective Date), the aggregate payment obligations (excluding, for the avoidance of doubt, securities in rem) under this Guaranty of Actavis SCS (when taken together with the aggregate payment obligations (excluding, for the avoidance of doubt, securities in rem) of Actavis SCS under a Guarantee of any other Indebtedness) shall be limited to (such limitation to be applied to this Guaranty and to all such other Guarantees on a pro rata basis based on the aggregate outstanding principal amount of Indebtedness Guaranteed by Actavis SCS hereunder and under its Guarantee of any other such Indebtedness), and shall not exceed, an amount corresponding to 95% of the sum of (i) its own funds (capitaux propres) plus (ii) subordinated debts (as referred to in article 34 of the law of December 19, 2002 on the register of commerce and companies and accounting and the annual accounts of undertakings, as amended) (A) as shown in its most recent financial statements available on the date on which the initial demand is made in respect of obligations of Actavis SCS under this Guaranty or (B) as shown in its most recent financial statements available on the Third Restatement Effective Date, whichever is higher; provided that the limitation contained in this Section 9.02(d) shall not apply to any amounts borrowed by, or made available to, in any form whatsoever, under the Loan Documents (or any document entered into in connection therewith) to Actavis SCS or any of its (current or future) direct or indirect Subsidiaries. Where, for the purpose of the above determination under this Section 9.02(d) in respect of Actavis SCS, no duly established annual financial statements are available for the relevant reference period (which, for the avoidance of doubt, includes a situation where, in respect of the determination to be made above under this Section 9.02(d), no final financial statements have been established in due time in respect of the then most recently ended financial year), Actavis SCS shall promptly establish unaudited interim financial statements (as of the end of the then most recently ended financial quarter) or annual financial statements (as applicable) duly established in accordance with applicable accounting rules, pursuant to which the relevant own funds and subordinated debts will be determined. If Actavis SCS fails to provide such unaudited interim financial statements or annual financial statements (as applicable) within twenty-one (21) Business Days as from the date of request by the Administrative Agent, the Administrative Agent may appoint (at the Loan Parties’ expense) an independent auditor (réviseur d’entreprises agréé), or an independent reputable investment bank, that shall undertake the determination of the relevant own funds and subordinated debts. In order to prepare such determination, the independent auditor (réviseur d’entreprises agréé) or the independent reputable investment bank shall take into consideration such available elements and facts at such time, including the latest annual financial statements of Actavis SCS and its Subsidiaries, any recent valuation of the assets of Actavis SCS and its Subsidiaries (if available), the market value of the assets of Actavis SCS and its Subsidiaries as if sold between a willing buyer and a willing seller as a going concern using a standard market multi criteria approach combining market multiples, book value, discounted cash flow or comparable public transaction of which price is known (taking into account circumstances at the time of the valuation and making all necessary adjustments to the assumption being used) and acting in a reasonable manner.

Limitation on Obligations Guaranteed. (a) i. Notwithstanding any other provision hereof, the right of recovery against each Guarantor under Article XVII hereof shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under Section 17.1 hereof void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the Guaranty set forth herein and the obligations of each Guarantor hereunder. To effectuate the foregoing, Agent and the Guarantors hereby irrevocably agree that the Obligations of each Guarantor in respect of the Guaranty set forth in Section 17.1 hereof at any time shall be limited to the maximum amount as will result in the Obligations of such Guarantor with respect thereto hereof not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such Guaranty set forth in Section 17.1 hereof and its related contribution rights but before taking into account any liabilities under any other guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the Guaranty under Section 17.1 hereof will be deemed to be enforceable and payable after the Guaranty under Section 17.1 hereof. To the fullest extent permitted by Applicable Lawapplicable law, this Section 17.9(a17.10(a) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interests in such Guarantor. (b) ii. Each Guarantor agrees that Obligations may at any time and from time to time be incurred or permitted in an amount exceeding the maximum liability of such Guarantor under Section 17.9(a17.10(a) above without impairing the Guaranty contained in this Article XVII or affecting the rights and remedies of any Secured Party hereunder.

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereofhereof (other than any guarantee or liability limitations specified to be applicable under this Article IX), the right of recovery against each Guarantor under this Article XVII IX (Guarantee) hereof shall not exceed $1.00 less than be limited to the lowest maximum amount which would render that can be guaranteed by such Guarantor without rendering such Guarantor’s obligations under Section 17.1 this Article IX (Guarantee) hereof void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the Guaranty set forth herein and the obligations of law, in each Guarantor hereunder. To effectuate the foregoing, Agent and the Guarantors hereby irrevocably agree that the Obligations of each Guarantor in respect of the Guaranty set forth in Section 17.1 hereof at any time shall be limited to the maximum amount as will result in the Obligations of such Guarantor with respect thereto hereof not constituting a fraudulent transfer or conveyance case after giving full effect to the liability under such Guaranty guarantee set forth in Section 17.1 this Article IX (Guarantee) hereof and its related contribution rights but before taking into account any liabilities under any other guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the Guaranty guarantee under Section 17.1 this Article IX (Guarantee) hereof will be deemed to be enforceable and payable after the Guaranty guaranty under Section 17.1 this Article IX (Guarantee) hereof. To the fullest extent permitted by Applicable Lawapplicable law, this Section 17.9(a9.07(a) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interests Capital Stock in such Guarantor. (b) Each Guarantor agrees that Guaranteed Obligations may at any time and from time to time be incurred or permitted in an amount exceeding the maximum liability of such Guarantor under Section 17.9(a9.07(a) above without impairing the Guaranty guarantee contained in this Article XVII IX (Guarantee) or affecting the rights and remedies of any Secured Party hereunder. (c) Notwithstanding anything to the contrary in this Article IX (Guarantee) and the other Note Documents: (i) this guarantee and the obligations and liabilities of any French Guarantor in its capacity as a Guarantor under the Note Documents shall only apply insofar as required to guarantee the payment obligations under this Agreement of any Issuer up to an amount equal to the aggregate of all amounts made available pursuant to this Agreement to such Issuer and made available directly or indirectly (by way of intra-group loans or advances directly or indirectly by such Issuer through any other Gauzy Company) to that French Guarantor or its Subsidiaries and outstanding on the date on which a call is made under this Article IX (Guarantee) (the “Maximum Guaranteed Amount”); it being specified that any payment made by such French Guarantor under this Article IX (Guarantee) in respect of the obligations of such Issuer shall reduce pro tanto the outstanding amount of the intra-group loans or advances (if any) due by such French Guarantor to such Issuer under the intra-group loans or advances referred to above and by way of consequence shall reduce the Maximum Guaranteed Amount; (ii) the obligations and liabilities of any French Guarantor under the Note Documents and in particular under this Article IX (Guarantee) shall not include any obligation or liability which, if incurred, would constitute a provision of financial assistance within the meaning of article L. 225-216 of the French Commercial Code and/or would constitute a misuse of corporate assets or corporate credit within the meaning of articles L. 242-6, L. 241.3 or L. 244-1 of the French Commercial Code or any other law or regulation having the same effect; (iii) no French Guarantor shall be considered as jointly and severally liable with the other Note Parties as to its obligations pursuant to the guarantee given under this Article IX (Guarantee); and (iv) each French Guarantor only (x) gives representations and warranties relating to it and, where so provided for, its Subsidiaries and (y) undertakes only in relation to itself and, where so provided for, its Subsidiaries.

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each Guarantor under Article XVII hereof shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under Section 17.1 hereof void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the Guaranty set forth herein and the obligations of each Guarantor hereunder. To effectuate the foregoing, Agent and the Guarantors hereby irrevocably agree that the Obligations of each Guarantor in respect of the Guaranty set forth in Section 17.1 hereof at any time shall be limited to the maximum amount as will result in the Obligations of such Guarantor with respect thereto hereof not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such Guaranty set forth in Section 17.1 hereof and its related contribution rights but before taking into account any liabilities under any other guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the Guaranty under Section 17.1 hereof will be deemed to be enforceable and payable after the Guaranty under Section 17.1 hereof. To the fullest extent permitted by Applicable Lawapplicable law, this Section 17.9(a17.10(a) shall DB1/ 123142411.13 be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interests in such Guarantor. (b) Each Guarantor agrees that Obligations may at any time and from time to time be incurred or permitted in an amount exceeding the maximum liability of such Guarantor under Section 17.9(a17.10(a) above without impairing the Guaranty contained in this Article XVII or affecting the rights and remedies of any Secured Party hereunder.

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each the Guarantor under this Article XVII hereof X shall not exceed $1.00 less than the lowest amount which would render such the Guarantor’s obligations under Section 17.1 hereof this Article X void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the Guaranty guaranty set forth herein and the obligations of each the Guarantor hereunder. To effectuate the foregoing, the Administrative Agent and the Guarantors Guarantor hereby irrevocably agree that the Secured Obligations of each the Guarantor in respect of the Guaranty guarantee set forth in Section 17.1 hereof this Article X at any time shall be limited to the maximum amount as will result in the Secured Obligations of such the Guarantor with respect thereto hereof not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such Guaranty guarantee set forth in Section 17.1 hereof and its related contribution rights this Article X but before taking into account any liabilities under any other guarantee by such the Guarantor. For purposes of the foregoing, all guarantees of such the Guarantor other than the Guaranty guarantee under Section 17.1 hereof this Article X will be deemed to be enforceable and payable after the Guaranty guaranty under Section 17.1 hereof. this Article X. To the fullest extent permitted by Applicable Lawapplicable law, this Section 17.9(a10.02(a) shall be for the benefit solely of creditors and representatives of creditors of each the Guarantor and not for the benefit of such the Guarantor or the holders of any Equity Interests Interest in such the Guarantor. (b) Each The Guarantor agrees that Secured Obligations may at any time and from time to time be incurred or permitted in an amount exceeding the maximum liability of such the Guarantor under Section 17.9(a10.02(a) above without impairing the Guaranty guarantee contained in this Article XVII X or affecting the rights and remedies of any Secured Party hereunder.

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each Guarantor under this Article XVII hereof IX shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under Section 17.1 hereof this Article IX void or voidable under applicable lawLaw, including, without limitation, including the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the Guaranty Obligations Guarantee set forth herein and the obligations of each Guarantor hereunder. To effectuate the foregoing, the Administrative Agent and the Guarantors hereby irrevocably agree that the Obligations obligations of each Guarantor in respect of the Guaranty Obligations Guarantee set forth in Section 17.1 hereof this Article IX at any time shall be limited to the maximum amount as will result in the Obligations obligations of such Guarantor with respect thereto hereof under the Obligations Guarantee not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such Guaranty the Obligations Guarantee set forth in Section 17.1 hereof this Article IX and its related contribution rights but before taking into account any liabilities under any other guarantee Guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the Guaranty under Section 17.1 hereof will be deemed to be enforceable and payable after the Guaranty under Section 17.1 hereof. To the fullest extent permitted by Applicable Law, this Section 17.9(a) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interests in such Guarantor. (b) Each Guarantor agrees that Obligations may at any time and from time to time be incurred or permitted in an amount exceeding the maximum liability of such Guarantor under Section 17.9(a9.02(a) above without impairing the Guaranty Obligations Guarantee contained in this Article XVII IX or affecting the rights and remedies of any Secured Guaranteed Party hereunder. (c) Notwithstanding anything to the contrary in this Article IX, the obligations under this Article IX of Ultimate Parent and any other Guarantor incorporated in Ireland shall be deemed not to be undertaken or incurred to the extent that the same would (but for this Section 9.02(c)): (i) constitute unlawful financial assistance prohibited by Section 60 of the Companies Xxx 0000 of Ireland; or (ii) constitute a breach of Section 31 of the Companies Xxx 0000 of Ireland. For the avoidance of doubt, to the extent that such indemnities, guarantees, obligations, liabilities or undertakings have been validated under Section 60 (2) to (11) of the Companies Xxx 0000 of Ireland they shall not constitute unlawful financial assistance under the said Section 60. (d) Notwithstanding any provision of any Loan Document to the contrary, the aggregate payment obligations (excluding, for the avoidance of doubt, securities in rem) under this Obligations Guarantee of Actavis SCS (when taken together with the aggregate payment obligations (excluding, for the avoidance of doubt, securities in rem) of Actavis SCS under a Guarantee of any other Indebtedness) shall be limited to (such limitation to be applied to this Obligations Guarantee and to all such other Guarantees on a pro rata basis based on the aggregate outstanding principal amount of Indebtedness Guaranteed by Actavis SCS hereunder and under its Guarantee of any other such Indebtedness), and shall not exceed, an amount corresponding to 95% of the sum of (i) its own funds (capitaux propres) plus (ii) subordinated debts (as referred to in article 34 of the law of December 19, 2002 on the register of commerce and companies and accounting and the annual accounts of undertakings, as amended) (A) as shown in its most recent financial statements available on the date on which the initial demand is made in respect of obligations of Actavis SCS under this Obligations Guarantee or (B) as shown in its most recent financial statements available on the Effective Date, whichever is higher; provided that the limitation contained in this Section 9.02(d) shall not apply to any amounts borrowed by, or made available to, in any form whatsoever, under the Loan Documents (or any document entered into in connection therewith) to Actavis SCS or any of its (current or future) direct or indirect Subsidiaries. Where, for the purpose of the above determination under this Section 9.02(d) in respect of Actavis SCS, no duly established annual financial statements are available for the relevant reference period (which, for the avoidance of doubt, includes a situation where, in respect of the determination to be made above under this Section 9.02(d), no final financial statements have been established in due time in respect of the then most recently ended financial year), Actavis SCS shall promptly establish unaudited interim financial statements (as of the end of the then most recently ended financial quarter) or annual financial statements (as applicable) duly established in accordance with applicable accounting rules, pursuant to which the relevant own funds and subordinated debts will be determined. If Actavis SCS fails to provide such unaudited interim financial statements or annual financial statements (as applicable) within twenty-one (21) Business Days as from the date of request by the Administrative Agent, the Administrative Agent may appoint (at the Loan Parties’ expense) an independent auditor (réviseur d’entreprises agréé), or an independent reputable investment bank, that shall undertake the determination of the relevant own funds and subordinated debts. In order to prepare such determination, the independent auditor (réviseur d’entreprises agréé) or the independent reputable investment bank shall take into consideration such available elements and facts at such time, including the latest annual financial statements of Actavis SCS and its Subsidiaries, any recent valuation of the assets of Actavis SCS and its Subsidiaries (if available), the market value of the assets of Actavis SCS and its Subsidiaries as if sold between a willing buyer and a willing seller as a going concern using a standard market multi criteria approach combining market multiples, book value, discounted cash flow or comparable public transaction of which price is known (taking into account circumstances at the time of the valuation and making all necessary adjustments to the assumption being used) and acting in a reasonable manner.

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each Guarantor under this Article XVII hereof IX shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under Section 17.1 hereof this Article IX void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the Guaranty set forth herein and the obligations of each Guarantor hereunder. To effectuate the foregoing, the Administrative Agent and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor in respect of the Guaranty set forth in Section 17.1 hereof this Article IX at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor with respect thereto hereof not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such the Guaranty set forth in Section 17.1 hereof this Article IX and its related contribution rights but before taking into account any liabilities under any other guarantee Guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the Guaranty under Section 17.1 hereof will be deemed to be enforceable and payable after the Guaranty under Section 17.1 hereof. To the fullest extent permitted by Applicable Law, this Section 17.9(a) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interests in such Guarantor. (b) Each Guarantor agrees that Obligations may at any time and from time to time be incurred or permitted in an amount exceeding the maximum liability of such Guarantor under Section 17.9(a9.02(a) above without impairing the Guaranty contained in this Article XVII IX or affecting the rights and remedies of any Secured Guaranteed Party hereunder. (c) Notwithstanding anything to the contrary in this Article IX, the indemnities guarantees, obligations, liabilities and undertakings under this Article IX or elsewhere in this Agreement of any Guarantor incorporated in Ireland shall be deemed not to be undertaken or incurred to the extent that the same would (but for this Section 9.02(c)): (i) constitute unlawful financial assistance prohibited by Section 60 of the Companies Xxx 0000 of Ireland; or (ii) constitute a breach of Section 31 of the Companies Xxx 0000 of Ireland. For the avoidance of doubt, to the extent that such indemnities, guarantees, obligations, liabilities or undertakings have been validated under Section 60 (2) to (11) of the Companies Xxx 0000 of Ireland they shall not constitute unlawful financial assistance under the said Section 60. (d) Notwithstanding any provision of (i) this Article IX or any Loan Documents; (ii) any Loan Documents (as defined in the Actavis Revolving Credit Agreement); (iii) any Loan Documents (as defined in the ACT Term Loan Credit and Guaranty Agreement); and/or (iv) any Loan Documents (as defined in the WC Term Loan Credit Agreement) (or any document entered into in connection with any of the foregoing) (together the “Guaranteed Documents”) to the contrary, the aggregate guarantee undertakings of any Guarantor incorporated in Luxembourg (a “Luxembourg Guarantor”) under the Guaranteed Documents shall, at any time, be limited to, and shall not exceed, an amount corresponding to 90% of its own funds (capitaux propres) and subordinated debts (as referred to in article 34 of the law of December 19, 2002 on the register of commerce and companies and accounting and the annual accounts of undertakings, as amended) (i) as shown in its most recent financial statements available on the date on which the guarantee is called, or (ii) as shown in its most recent financial statements available on the date hereof, whichever is higher. The above limitation shall not apply to any amounts borrowed by, or made available to, in any form whatsoever, under the Loan Documents, (or any document entered into in connection therewith), the Luxembourg Guarantor or any of its (current or future) direct or indirect subsidiaries.

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each Guarantor under Article XVII Section 2 hereof shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under Section 17.1 2 hereof void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the Guaranty guaranty set forth herein and the obligations of each Guarantor hereunder. To effectuate the foregoingforegoing intention, the Agent and the Guarantors hereby irrevocably agree that the Obligations of each Guarantor in respect of under the Guaranty guarantee set forth in Section 17.1 2 hereof at any time shall be limited to the maximum amount as will result in the Obligations of such Guarantor with respect thereto under the guarantee set forth in Section 2 hereof not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such Guaranty the guarantee set forth in Section 17.1 2 hereof and its related contribution rights but before taking into account any liabilities under any other guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the Guaranty guarantee under Section 17.1 2 hereof will be deemed to be enforceable and payable after the Guaranty guaranty under Section 17.1 2 hereof. To the fullest extent permitted by Applicable Lawapplicable law, this Section 17.9(a2.2(a) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interests Interest in such Guarantor. (b) Each Guarantor agrees that Obligations may at any time and from time to time be incurred or permitted in an amount exceeding the maximum liability of such Guarantor under Section 17.9(a2.2(a) above without impairing the Guaranty guarantee contained in this Article XVII Section 2 or affecting the rights and remedies of any Secured Party hereunder.

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each Guarantor under this Article XVII hereof IX shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under Section 17.1 hereof this Article IX void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the Guaranty set forth herein and the obligations of each Guarantor hereunder. To effectuate the foregoing, the Administrative Agent and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor in respect of the Guaranty set forth in Section 17.1 hereof this Article IX at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor with respect thereto hereof not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such the Guaranty set forth in Section 17.1 hereof this Article IX and its related contribution rights but before taking into account any liabilities under any other guarantee Guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the Guaranty under Section 17.1 hereof will be deemed to be enforceable and payable after the Guaranty under Section 17.1 hereof. To the fullest extent permitted by Applicable Law, this Section 17.9(a) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interests in such Guarantor. (b) Each Guarantor agrees that Obligations may at any time and from time to time be incurred or permitted in an amount exceeding the maximum liability of such Guarantor under Section 17.9(a9.02(a) above without impairing the Guaranty contained in this Article XVII IX or affecting the rights and remedies of any Secured Guaranteed Party hereunder. (c) Notwithstanding anything to the contrary in this Article IX, the obligations under this Article IX of Ultimate Parent and any other Guarantor incorporated in Ireland shall be deemed not to be undertaken or incurred to the extent that the same would (but for this Section 9.02(c)): (i) constitute unlawful financial assistance prohibited by Section 60 of the Companies Xxx 0000 of Ireland; or (ii) constitute a breach of Section 31 of the Companies Xxx 0000 of Ireland. For the avoidance of doubt, to the extent that such indemnities, guarantees, obligations, liabilities or undertakings have been validated under Section 60 (2) to (11) of the Companies Xxx 0000 of Ireland they shall not constitute unlawful financial assistance under the said Section 60.

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each Guarantor under this Article XVII hereof IX shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under Section 17.1 hereof this Article IX void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the Guaranty set forth herein and the obligations of each Guarantor hereunder. To effectuate the foregoing, the Administrative Agent and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor in respect of the Guaranty set forth in Section 17.1 hereof this Article IX at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor with respect thereto hereof not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such the Guaranty set forth in Section 17.1 hereof this Article IX and its related contribution rights but before taking into account any liabilities under any other guarantee Guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the Guaranty under Section 17.1 hereof will be deemed to be enforceable and payable after the Guaranty under Section 17.1 hereof. To the fullest extent permitted by Applicable Law, this Section 17.9(a) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interests in such Guarantor. (b) Each Guarantor agrees that Obligations may at any time and from time to time be incurred or permitted in an amount exceeding the maximum liability of such Guarantor under Section 17.9(a9.02(a) above without impairing the Guaranty contained in this Article XVII IX or affecting the rights and remedies of any Secured Guaranteed Party hereunder. (c) Notwithstanding anything contrary in this Article IX, the guarantees, obligations, liabilities and undertakings under this Article IX of Parent and any other Guarantor incorporated in Ireland shall be deemed not to be undertaken or incurred to the extent that the same would (but for this Section 9.02(c)): (i) constitute unlawful financial assistance prohibited by Section 60 of the Companies Xxx 0000 of Ireland; or (ii) constitute a breach of Section 31 of the Companies Xxx 0000 of Ireland. For the avoidance of doubt, to the extent that such guarantees, obligations, liabilities or undertakings have been validated under Section 60 (2) to (11) of the Companies Xxx 0000 of Ireland they shall not constitute unlawful financial assistance under the said Section 60.

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each Guarantor under Article XVII hereof this Section 2 shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under this Section 17.1 hereof 2 void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the Guaranty guarantee set forth herein and the obligations of each Guarantor hereunder. To effectuate the foregoing, the Agent and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor in respect of the Guaranty guarantee set forth in this Section 17.1 hereof 2 at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor with respect thereto hereof not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such Guaranty guarantee set forth in this Section 17.1 hereof 2 and its related contribution rights but before taking into account any liabilities under any other guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the Guaranty guarantee under this Section 17.1 hereof 2 will be deemed to be enforceable and payable after the Guaranty guarantee under this Section 17.1 hereof2. To the fullest extent permitted by Applicable Lawapplicable law, this Section 17.9(a2.2(a) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interests Interest in such Guarantor. (b) Each Guarantor agrees that Obligations may at any time and from time to time be incurred or permitted in an amount exceeding the maximum liability of such Guarantor under Section 17.9(a2.2(a) above without impairing the Guaranty guarantee contained in this Article XVII Section 2 or affecting the rights and remedies of any Secured Guaranteed Party hereunder.