Common use of US Guarantors Clause in Contracts

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.