Common use of U.S. Limitations Clause in Contracts

U.S. Limitations. The guarantee provided by any Obligor organised in the United States (each, a “US Obligor”) shall be limited by the following: (a) Notwithstanding any other provision of any Finance Document, the right of recovery against each US Obligor under the Finance Documents shall not exceed $1.00 less than the lowest amount which would render such US Obligor’s obligations thereunder 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 guarantee set out herein and in this Clause 21 (Guarantee and indemnity) and the obligations of each US Obligor hereunder and thereunder. To effectuate the foregoing, the Security Agent and the US Obligors hereby irrevocably agree that the obligations of each US Obligor in respect of the guarantee set out in this Clause 21 (Guarantee and indemnity) at any time shall be limited to the maximum amount as will result in the obligations of such US Obligor with respect thereto hereof not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such guarantee set out in the Facility Agreement and its related contribution rights but before taking into account any liabilities under any other guarantee by such US Obligor. For purposes of the foregoing, all guarantees of such US Obligor other than the guarantee under this Agreement will be deemed to be enforceable and payable after the guarantee thereunder. (b) Notwithstanding any other provision of the Finance Documents, the guaranteed obligations of any US Obligor arising in respect of any Hedging Agreement shall exclude all Excluded Swap Obligations (as defined below). (c) Each Qualified ECP Guarantor (as defined below) hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Obligor to honor all of its obligations under this Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Clause 21 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Clause 21, or otherwise under this Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Clause 21 shall remain in full force and effect until a discharge of guaranteed obligations. Each Qualified ECP Guarantor intends that this Clause 21 constitute, and this Clause 21 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Obligor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. (d) For purposes of this Clause 21.15:

U.S. Limitations. The guarantee provided by any Obligor organised in the United States (each, a “US Obligor”) shall be limited by the following: (a) Notwithstanding any other provision of any Finance Document, the right of recovery against each US Obligor under the Finance Documents shall not exceed $1.00 less than the lowest amount which would render such US Obligor’s obligations thereunder 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 guarantee set out herein and in this Clause 21 (Guarantee and indemnity) and the obligations of each US Obligor hereunder and thereunder. To effectuate the foregoing, the Security Agent and the US Obligors hereby irrevocably agree that the obligations of each US Obligor in respect of the guarantee set out in this Clause 21 (Guarantee and indemnity) at any time shall be limited to the maximum amount as will result in the obligations of such US Obligor with respect thereto hereof not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such guarantee set out in the Facility Agreement and its related contribution rights but before taking into account any liabilities under any other guarantee by such US Obligor. For purposes of the foregoing, all guarantees of such US Obligor other than the guarantee under this Agreement will be deemed to be enforceable and payable after the guarantee thereunder. (b) Notwithstanding any other provision of the Finance Documents, the guaranteed obligations of any US Obligor arising in respect of any Hedging Agreement shall exclude all Excluded Swap Obligations (as defined below). (c) Each Qualified ECP Guarantor (as defined below) hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Obligor to honor all of its obligations under this Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Clause 21 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Clause 21, or otherwise under this Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Clause 21 shall remain in full force and effect until a discharge of guaranteed obligations. Each Qualified ECP Guarantor intends that this Clause 21 constitute, and this Clause 21 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Obligor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. (d) For purposes of this Clause 21.15: