US Guarantors. (a) In this Subclause: fraudulent transfer law means any applicable United States bankruptcy and State fraudulent transfer and conveyance statute and any related case law;
US Guarantors. (a) Each US Guarantor acknowledges that:
(i) it will receive valuable direct or indirect benefits as a result of the transactions financed by the Finance Documents;
(ii) those benefits will constitute reasonably equivalent value and fair consideration for the purpose of any Fraudulent Transfer Law;
(iii) each Lender has acted in good faith in connection with the guarantee given by that US Guarantor and the transactions contemplated by the Finance Documents; and
(iv) it has not incurred and does not intend to incur debts beyond its ability to pay as they mature.
(b) Each Lender agrees that each US Guarantor’s liability under this clause is limited to the extent (if any) necessary so that no obligation of, or payment by, any US Guarantor under this clause is subject to avoidance or turnover under any Fraudulent Transfer Law.
(c) Each US Guarantor represents and warrants to each Lender that:
(i) the aggregate amount of its debts (including its obligations under the Finance Documents (other than obligations that are, at the relevant time, wholly contingent or prospective)) is less than the aggregate value (being the lesser of fair valuation and present fair saleable value) of its assets;
(ii) its capital is not unreasonably small to carry on its business as it is being conducted;
(iii) it has not incurred and does not intend to incur debts beyond its ability to pay as they become due; and
(iv) it has not made a transfer or incurred any obligation under any Finance Document with the intent to hinder, delay or defraud any of its present or future creditors.
US Guarantors. (a) In this Subsection:
US Guarantors. (a) In this Subclause:
(i) fraudulent transfer law means any applicable United States bankruptcy and State fraudulent transfer and conveyance statute and any related case law;
(ii) U.S. Guarantor means any Guarantor that is a U.S. Debtor; and
(iii) terms used in this Subclause are to be construed in accordance with Bankruptcy Law and fraudulent transfer laws.
(b) Each U.S. Guarantor, and by its acceptance of this guarantee, the COFACE Agent and each other Finance Party, hereby confirms that it is the intention of all such parties that this guarantee and the obligations of each U.S. Guarantor hereunder do not constitute a fraudulent transfer or conveyance for purposes of U.S. Bankruptcy Law and any fraudulent transfer laws to the extent applicable to this guarantee and the obligations of the U.S. Guarantors hereunder. To effectuate the foregoing intention, the COFACE Agent and the other Finance Parties and each U.S. Guarantor hereby irrevocably agree that the obligations of each U.S. Guarantor under this guarantee at any time shall be limited to the maximum amount that will result in the obligations of such Guarantor under this guarantee not constituting a fraudulent transfer or conveyance.
(c) Each U.S. Guarantor acknowledges that:
(i) it will receive valuable direct or indirect benefits as a result of the transactions financed by the Finance Documents;
(ii) those benefits will constitute reasonably equivalent value and fair consideration for the purpose of any fraudulent transfer law; and
(iii) each Finance Party has acted in good faith in connection with the guarantee given by that U.S. Guarantor and the transactions contemplated by the Finance Documents.
US Guarantors. (a) Terms used in this clause are to be construed in accordance with the Fraudulent Transfer Laws.
(b) Each Restricted Debtor acknowledges that:
(i) it will receive valuable direct or indirect benefits as a result of the transactions financed by the Hedging Agreements;
(ii) those benefits will constitute reasonably equivalent value and fair consideration for the purpose of any Fraudulent Transfer Law; and
(iii) each Hedge Counterparty has acted in good faith in connection with the guarantee given by that Restricted Debtor and the transactions contemplated by the Hedging Agreements.
(c) Each Restricted Debtor formed in the state of California acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from the Borrowers under (and as defined in) the Senior Facilities Agreement and any Second Lien Facilities Agreement (as applicable) such information concerning the financial condition, business and operations of the Borrowers under (and as defined in) the Senior Facilities Agreement and any Second Lien Facilities Agreement (as applicable) as such Restricted Debtor requires.
(d) Each Hedge Counterparty agrees that each Restricted Debtor’s liability under this clause is limited so that no obligation of, or transfer by, any Restricted Debtor under this Clause is subject to avoidance and turnover under any Fraudulent Transfer Law.
(e) Notwithstanding anything to the contrary contained in this Agreement or any Hedging Agreement, the obligations being guaranteed by any Debtor (by express guarantee, grant of security, or otherwise) shall not include any Excluded Swap Obligations.
US Guarantors all Subsidiaries of the Borrowers that have executed a Guaranty and are organized under the laws of any political subdivision of the United States, and, with respect to the Term Loan made to the Canadian Borrower, the US Borrower. US Loan Parties - collectively, the US Borrower and the US Guarantors.
US Guarantors. (a) Each US Borrower and each Guarantor whose jurisdiction of organisation is a state or territory of the United States (a “US Guarantor”) and each Secured Creditor (as defined in the Security Documents governed by US law, the “US Security Documents”) (by its acceptance of the benefits of the guarantee under Clause 24 (Guarantees)) hereby confirms that it is its intention that the guarantee under Clause 24 (Guarantees) shall not constitute a fraudulent transfer or conveyance for purposes of any bankruptcy, insolvency or similar law, the Uniform Fraudulent Conveyance Act or any similar Federal, state or foreign law. To effectuate the foregoing intention, each US Guarantor and each Secured Creditor (by its acceptance of the benefits of the guarantee under Clause 24 (Guarantees)) hereby irrevocably agrees that the Guaranteed Obligations (as defined in the US Security Documents) shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other (contingent or otherwise) liabilities of such US Guarantor that are relevant under such laws, and after giving effect to any rights to contribution pursuant to any agreement providing for an equitable contribution among such US Guarantor and the other Guarantors, result in the Guaranteed Obligations of such US Guarantor in respect of such maximum amount not constituting a fraudulent transfer or conveyance.
(b) Notwithstanding any term or provision of this Clause 25 (Guarantee Limitations) or any other term in this Agreement or any other Finance Document, with respect to any US Borrower that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Code), (a) no direct or indirect Foreign Subsidiary of such US Borrower shall guarantee the obligations of, or pledge any of its assets as security for the obligations of, any US Borrower and (b) not more than 65% of the voting stock or other voting equity interests of any Foreign Subsidiary of any US Borrower shall be pledged as security for the obligations of any US Borrower. If following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the US Borrowers reasonably acceptable to the Facility Agent does not within 30 days after a request from the Facility Agent deliver evidence, in form and substance reasonably satisfactory to the Facility Agent, with respect to any Foreign Subsidiary of any US Bo...
US Guarantors. (a) In this sub-Clause: fraudulent transfer law means any applicable United States of America bankruptcy and State fraudulent transfer and conveyance statute and any related case law.
(b) Each US Guarantor acknowledges that:
(i) it will receive valuable direct or indirect benefits as a result of the transactions financed by the Finance Documents;
(ii) those benefits will constitute reasonably equivalent value and fair consideration for the purpose of any fraudulent transfer law; and
(iii) each Finance Party has acted in good faith in connection with the guarantee given by that US Guarantor and the transactions contemplated by the Finance Documents.
(c) Each Finance Party agrees that each US Guarantor’s liability under this sub-Clause is limited so that no obligation of, or transfer by, any US Guarantor under this sub-Clause is subject to avoidance and turnover under any fraudulent transfer law.
US Guarantors all Subsidiaries of the Borrowers that have executed a Guaranty and are organized under the laws of any political subdivision of the United States. US LC Conditions - the following conditions necessary for issuance of a Letter of Credit for the account or benefit of the US Borrower: (a) each of the conditions set forth in Section 6; (b) after giving effect to such issuance, Total LC Obligations do not exceed the Letter of Credit Subline, Total US Revolver Outstandings do not exceed the US Borrowing Capacity, and Total Revolver Outstandings do not exceed the Aggregate Revolver Borrowing Capacity; (c) the expiration date of such Letter of Credit is (i) subject to Section 2.3.1(g) in respect of Auto-Extension Letters of Credit, no more than 365 days from issuance, in the case of standby Letters of Credit, (ii) no more than 180 days from issuance, in the case of documentary Letters of Credit, and (iii) at least 20 Business Days prior to the Termination Date; (d) the Letter of Credit and payments thereunder are denominated in Dollars; and (e) the form of the proposed Letter of Credit is reasonably satisfactory to the Administrative Agent and Bank of America, as Issuing Bank in their discretion. US LC Obligations - an amount equal to the sum (without duplication) of (a) all amounts owing by the US Borrower for any drawings under Letters of Credit (including in respect of any payment made by Bank of America, as Issuing Bank under any LC Guaranty) issued for the account or on behalf of the US Borrower; (b) the aggregate undrawn amount of all outstanding Letters of Credit issued for the account or on behalf of the US Borrower; and (c) all fees and other amounts owing with respect to Letters of Credit issued for the account or on behalf of the US Borrower.
US Guarantors. Each US Guarantor (for purposes of this Section 3(a), a “US Contributing Party”) agrees (subject to Section 4 hereof) that, in the event a payment shall be made by any other US Guarantor under the Guaranty of or in respect of a US Guaranteed Obligation and such US Guarantor (for purposes of this Section 3(a), the “US Claiming Party”) shall not have been fully indemnified by the US Borrower as provided in Section 2(a), the US Contributing Party shall indemnify the US Claiming Party in an amount equal to the amount of such payment multiplied by a fraction of which the numerator shall be the net worth of the US Contributing Party on the date of the Guaranty (or, in the case of any Guarantor becoming a party hereto pursuant to Section 15 hereof, the date of the Supplement hereto executed and delivered by such Guarantor) and the denominator shall be the aggregate net worth of all the US Guarantors on the date of the Guaranty (or, in the case of any Guarantor becoming a party hereto pursuant to Section 15 hereof, the date of the Supplement hereto executed and delivered by such Guarantor). Any US Contributing Party making any payment to a US Claiming Party pursuant to this Section 3(a) shall be subrogated to the rights of such US Claiming Party under Section 2(a) hereof to the extent of such payment.
