US Guarantee Limitations. Each Guarantor organised or incorporated under the laws of any state of the United States of America or the District of Columbia confirms that it is the intention of all such persons that the obligations of each Guarantor organised or incorporated under the laws of any state of the United States of America or the District of Columbia under this Clause 4 (Guarantees) do not constitute a fraudulent transfer or conveyance for the purposes of any proceeding of the type referred to in Condition 8(f) (Insolvency, etc.) or Condition 8(g) (Winding up, etc.) or Title 11, U.S. Bankruptcy Code, the United States Uniform Fraudulent Conveyance Act, the United States Uniform Fraudulent Transfer Act or any similar foreign or state law, to the extent applicable to the obligations of such Guarantor under this Clause 4 (Guarantees). To effect the foregoing intention, the Issuer, Trustee and each Guarantor hereby irrevocably agree that the obligations of each such Guarantor at any time shall be limited to the maximum amount as will result in the obligations of such Guarantor under this Clause 4 (Guarantees) not constituting a fraudulent transfer or conveyance.
US Guarantee Limitations. (A) Notwithstanding any term of any Finance Document, no Loan to a US Borrower or other obligation of a US Obligor under this Agreement or under any Finance Document may be, directly or indirectly:
US Guarantee Limitations. (a) Notwithstanding any term or provision of this Clause 20 or any other term in this Agreement or any other Finance Document but without prejudice to the Original Security Documents and the Transaction Security or guarantee to be provided pursuant to Clause 24.27 (Conditions subsequent), no loan or other obligation under any Finance Document may be, directly or indirectly:
US Guarantee Limitations. Notwithstanding any term or provision of this Clause 18 or any other term in this Agreement or any other Finance Document, if at any time after the date of a Security Document, the relevant security provider or Guarantor under the Security Document notifies the Lender that the guarantee or a pledge of or security interest in the equity interests or other assets which are the subject of Transaction Security under a Security Document has a material adverse US tax implication on any member of the Group (including its ability to conduct its operations and business as otherwise not prohibited by the Finance Documents) under Section 956 of the Code as a result of any member of the Group entering into any transaction which is not prohibited under the terms of the Finance Document or as a result of any change in or re-enactment of (or in the interpretation, administration, implementation or application of) any law or regulation existing as at or after the date of this Agreement or the introduction of any new law or regulation occurring after the date of this Agreement, each Lender irrevocably and unconditionally agrees to enter into good faith discussions (acting reasonably) with the Obligors (or the Company on their behalf) with a view to agreeing to discharge any guarantees or release any Transaction Security under any Finance Documents and to enter into such documentation as is required by that security provider or the relevant Guarantor in order to effect such release or discharge to the extent necessary to eliminate such material adverse US tax implication in its entirety.
US Guarantee Limitations. (a) In this Clause, “
US Guarantee Limitations. The liability of each Guarantor organised under the laws of the United States of America (a "U.S. GUARANTOR") under this Clause 18 (Guarantees) shall not exceed the sum of:
US Guarantee Limitations. (a) Each US Guarantor acknowledges that it will receive valuable direct or indirect benefits as a result of the transactions financed by the Finance Documents.
US Guarantee Limitations. (a) Each Credit Party, Guarantor, or deemed guarantor under the law, incorporated in the United States of America or any State thereof (a "US Company") and the Lender (by its acceptance of the benefits of this guarantee) hereby confirms that it is its intention that this guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, each US Company and the Lender (by its acceptance of the benefits of this guarantee) hereby irrevocably agrees that the obligations guaranteed by such guarantor shall be limited to such amount as will, after giving effect to such maximum amount and all other (contingent or otherwise) liabilities of such US Company that are relevant under such laws and after giving effect to any rights to contribution pursuant to any agreement providing for an equitable contribution among such US Company and the other guarantors, result in the guaranteed obligations of such US Company in respect of such maximum amount not constituting a fraudulent transfer or conveyance.
US Guarantee Limitations. Notwithstanding anything to the contrary contained in this Clause 22, the maximum liability of any US Guarantor under this Clause 22 shall be 95% of the Net Assets of such US Guarantor. For such purpose, the term "Net Assets" of any such US Guarantor shall mean the highest amount, determined as of any Determination Date, by which (a) all of such US Guarantor's property at fair valuation (within the meaning of Section 101(32)(A) of the US Bankruptcy Code but excluding the capital stock or other ownership interests issued by any other Guarantor or by any other person that is required hereby to become a Guarantor) exceeds (b) such US Guarantor's debts (as defined in Section 101(12) of the US Bankruptcy Code but excluding its obligations under this Clause 22, and the term "
US Guarantee Limitations. Notwithstanding any other provision hereof, the obligations of each Guarantor shall be limited to an aggregate amount equal to the largest amount as will result in such obligations with respect hereto and thereto not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such guarantee set forth in Clause 17.1 (Guarantee and indemnity) hereof and its related contribution rights but before taking into account any liabilities under any other guarantee by such Guarantor.
