Common use of Guarantee Limitations Clause in Contracts

Guarantee Limitations. (a) The guarantee given by a Guarantor under this Clause 19 does not apply to any liability to the extent that it would result in that Guarantor breaching any applicable law and/or regulation (including any financial assistance laws) and, with respect to any Additional Guarantor, is subject to any limitations set out in the Accession Deed applicable to such Additional Guarantor. (b) Any term or provision of this Clause 19 or any other term in this Agreement or any Finance Document notwithstanding, the maximum aggregate amount of the obligations for which any Guarantor shall be liable under this Agreement or any other Finance Document shall in no event exceed an amount equal to the largest amount that would not render such Guarantor’s obligations under this Agreement or any Finance Document subject to avoidance under applicable United States federal or state fraudulent transfer, fraudulent conveyance or similar laws. (c) Any term or provision of this Clause 19 or any other term in this Agreement or any Finance Document notwithstanding, no Guarantor (other than any Qualified ECP Guarantor) shall be liable for any Excluded Swap Obligation. (d) Each Qualified ECP Guarantor 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 Guarantor to honour all of its obligations under the Finance Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this paragraph (d) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Clause 19, or otherwise under the Finance Documents, voidable under applicable United States federal or state law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this paragraph (d) shall remain in full force and effect until the Senior Discharge Date (as defined in the Intercreditor Agreement). Each Qualified ECP Guarantor intends that this paragraph (d) constitute, and this paragraph (d) 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. (e) In this Agreement:

Guarantee Limitations. (a) The guarantee given by Each of the parties to this Agreement hereby confirms that it is the intention of all such persons that the obligations of each Guarantor organised under the laws of any state of the United States of America (a “U.S. Guarantor”) under this Clause 18 (Guarantees) do not constitute a fraudulent transfer or conveyance for the purposes of any proceeding of the type referred to in Clause 17.1(f), (g), (h), (i), (j) or (k) (Events of Default) or Title 11, U.S. Code, or any similar foreign, federal or state law for the relief of debtors, the United States Uniform Fraudulent Conveyance Act, the United States Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the obligations of a U.S. Guarantor under this Clause 19 does not apply to 18 (Guarantees). To effect the foregoing intention, the Facility Agent, the Arranger Group, the Banks and the Guarantors hereby irrevocably agree that the obligations of each U.S. Guarantor at any liability time shall be limited to the extent that it would maximum amount as will result in that the obligations of such U.S. Guarantor breaching any applicable law and/or regulation under this Clause 18 (including any financial assistance lawsGuarantees) and, with respect to any Additional Guarantor, is subject to any limitations set out in the Accession Deed applicable to such Additional Guarantornot constituting a fraudulent transfer or conveyance. (b) Any term or provision The liability of this Clause 19 or any other term in this Agreement or any Finance Document notwithstanding, the maximum aggregate amount of the obligations for which any Guarantor shall be liable under this Agreement or any other Finance Document shall in no event exceed an amount equal to the largest amount that would not render such Guarantor’s obligations under this Agreement or any Finance Document subject to avoidance under applicable United States federal or state fraudulent transfer, fraudulent conveyance or similar laws. (c) Any term or provision of this Clause 19 or any other term in this Agreement or any Finance Document notwithstanding, no Guarantor (other than any Qualified ECP Guarantor) shall be liable for any Excluded Swap Obligation. (d) Each Qualified ECP Guarantor 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 Guarantor to honour all of its obligations incorporated under the Finance Documents in respect laws of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this paragraph (d) for the maximum amount of such liability that can be hereby incurred without rendering its obligations Luxembourg under this Clause 19, or otherwise 18 (Guarantee) and under the Finance Documents, voidable under applicable United States federal or state law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under indemnities contained elsewhere in this paragraph Agreement: (di) shall remain in full force and effect until not include any obligation which, if incurred, would constitute the Senior Discharge Date provision of financial assistance (as defined in article 49-6 of the Luxembourg Company Act of 10th August, 1915, as amended), whether directly or indirectly, for the subscription for, or the acquisition or the refinancing of the acquisition of, its own shares; and (ii) shall be limited, at any time, to an aggregate amount not exceeding the greater of: (A) the Luxembourg Guarantor’s net worth (“capitaux propres”) (as referred to in article 214 of the Luxembourg Company Act of 10th August, 1915, as amended) as reflected in its then most recent annual accounts approved at a general meeting of its shareholders; and (B) the Luxembourg Guarantor’s net worth (“capitaux propres”) (as referred to in article 214 of the Luxembourg Company Act of 10th August, 1915, as amended) immediately following Completion. For the avoidance of doubt, the obligations and liabilities of each Guarantor under this Clause 18 (Guarantee) shall include a guarantee of the liabilities to the Security Agent as joint creditor together with each of the other Senior Finance Parties under Clause 19.13 (Security Agent as Joint and Several Creditor and Representative) of the Intercreditor Agreement). Each Qualified ECP Guarantor intends that this paragraph (d) constitute, and this paragraph (d) 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. (e) In this Agreement:

Guarantee Limitations. (a) The guarantee given by a Guarantor under this Clause 19 does not apply to any liability to the extent that it would result in that Guarantor breaching any applicable law and/or regulation (including any financial assistance laws) and, with respect to any Additional Guarantor, is subject to any limitations set out in the Accession Deed applicable to such Additional Guarantor. (b) Any term or provision of this Clause 19 or any other term in this Agreement or any Finance Document notwithstanding, the maximum aggregate amount of the obligations for which any Guarantor shall be liable under this Agreement or any other Finance Document shall in no event exceed an amount equal to the largest amount that would not render such Guarantor’s obligations under this Agreement or any Finance Document subject to avoidance under applicable United States federal or state fraudulent transfer, fraudulent conveyance or similar laws. (c) Any term or provision of this Clause 19 or any other term in this Agreement or any Finance Document notwithstanding, no Guarantor (other than any Qualified ECP Guarantor) shall be liable for any Excluded Swap Obligation. (d) Each Qualified ECP Guarantor 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 Guarantor to honour honor all of its obligations under the Finance Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this paragraph (d) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Clause 19, or otherwise under the Finance Documents, voidable under applicable United States federal or state law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this paragraph (d) shall remain in full force and effect until the Senior Discharge Date (as defined in the Intercreditor Agreement). Each Qualified ECP Guarantor intends that this paragraph (d) constitute, and this paragraph (d) 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. (e) In this Agreement:

Guarantee Limitations. United States of America (a) The guarantee given by a Guarantor under this Clause 19 does not apply to Notwithstanding any liability to the extent that it would result in that Guarantor breaching any applicable law and/or regulation (including any financial assistance laws) and, with respect to any Additional Guarantor, is subject to any limitations set out in the Accession Deed applicable to such Additional Guarantor. (b) Any term or provision of this Clause 19 17.12 or any other term in this Agreement or any Finance Document notwithstandingDocument, the maximum aggregate amount of the obligations for which any Guarantor shall be liable each Finance Party agrees that each US Guarantor’s liability under this Agreement Clause, without the requirement of amendment or any other Finance Document shall in no event exceed an formality, be limited to a maximum aggregate amount equal to the largest amount that would not render its liability under this Clause subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Bankruptcy Code or any applicable provision of comparable state law, in each case after giving effect to all other liabilities of such Guarantor’s , contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor in respect of intercompany indebtedness to a Borrower to the extent such Financial Indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder) and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, reimbursement, indemnification or contribution of such Guarantor pursuant to applicable law or pursuant to the terms of any agreement providing for an equitable allocation among such Guarantor and the Borrowers and other Guarantors of obligations arising under this Agreement or any Finance Document subject to avoidance under applicable United States federal or state fraudulent transfer, fraudulent conveyance or similar lawsother guarantees of such obligations by such parties. (cb) Any Notwithstanding any term or provision of this Clause 19 17.12 or any other term in this Agreement or any Finance Document notwithstandingDocument, no each party agrees that, in the event any payment or distribution is made on any date by a Guarantor under this Clause 17 (other than any Qualified ECP Guarantor) Guarantee and indemnity), each such US Guarantor shall be liable entitled to be indemnified from each other Guarantor, to the greatest extent permitted under applicable law and subject to the other limitation of this clause 17.12 in an amount equal to such payment or distribution, in each case multiplied by a fraction of which the numerator shall be the net worth of the contributing Guarantor and the denominator shall be the aggregate net worth of all the Guarantors. (c) 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 Excluded Swap Obligationfraudulent transfer law; and (iii) each relevant Finance Party has acted in good faith in connection with the guarantee given by that US Guarantor and the transactions contemplated by the relevant Finance Documents. (d) Each Qualified ECP US Guarantor hereby jointly represents and severally absolutely, unconditionally and irrevocably undertakes warrants to provide such funds or other support as may be needed from time to time by each Guarantor to honour all Finance Party that: (i) the aggregate amount of its debts (including its obligations under the Finance Documents in respect Documents) is less than the aggregate value (being the lesser of Swap Obligations fair valuation and present fair saleable value) of its assets; (providedii) 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 mature; and (iv) it has not made a transfer or incurred any obligation under any Finance Document with the intent to hinder, howeverdelay or defraud any of its present or future creditors. For purposes of the foregoing, that each Qualified ECP Guarantor shall only be liable under this paragraph (d) for the maximum amount of such liability that contingent liabilities have been computed as the amount that, in light of all the facts and circumstances existing on the date this representation and warranty is made, can reasonably be hereby incurred without rendering its obligations under this Clause 19, expected to become an actual or otherwise under the Finance Documents, voidable under applicable United States federal or state law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this paragraph (d) shall remain in full force and effect until the Senior Discharge Date (as defined in the Intercreditor Agreement). Each Qualified ECP Guarantor intends that this paragraph (d) constitute, and this paragraph (d) 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 Actmatured liability. (e) In Each representation and warranty in this Subclause: (i) is made by each US Guarantor on the date of this Agreement; (ii) is deemed to be repeated by: (A) each Additional Guarantor on the date that Additional Guarantor becomes a US Guarantor; and (B) each US Guarantor on the date of each Utilisation Request; and is, when repeated, applied to the circumstances existing at the time of repetition. (f) The obligations being guaranteed by the Guarantors in connection with this Agreement (by express guarantee, grant of security or otherwise) shall not extend to any Excluded Swap Obligations.

Guarantee Limitations. (a) The guarantee given by a Guarantor under Anything contained in this Clause 19 does not apply to any liability clause 15 to the extent that it would result in that Guarantor breaching any applicable law and/or regulation (including any financial assistance laws) and, with respect to any Additional Guarantor, is subject to any limitations set out in the Accession Deed applicable to such Additional Guarantor. (b) Any term or provision of this Clause 19 or any other term in this Agreement or any Finance Document contrary notwithstanding, the obligations of each US Obligor under this clause 15 shall be limited to a maximum aggregate amount of the obligations for which any Guarantor shall be liable under this Agreement or any other Finance Document shall in no event exceed an amount equal to the largest greatest amount that would not render such Guarantor’s US Obligor's obligations under this Agreement or any Finance Document clause 15 subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the US Bankruptcy Code or any applicable provisions of comparable law of one or more of the states comprising the United States federal of America (collectively, the "Fraudulent Transfer Laws"), in each case after giving effect to all other liabilities of such US Obligor, contingent or state fraudulent transferotherwise, fraudulent conveyance or similar laws. (c) Any term or provision of this Clause 19 or any other term in this Agreement or any Finance Document notwithstanding, no Guarantor (other than any Qualified ECP Guarantor) shall be liable for any Excluded Swap Obligation. (d) Each Qualified ECP Guarantor 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 Guarantor to honour all of its obligations that are relevant under the Finance Documents Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such US Obligor (a) in respect of Swap Obligations intercompany indebtedness to any Group Company to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such US Obligor hereunder and (provided, however, that each Qualified ECP Guarantor shall only be liable b) under any guarantee of senior unsecured indebtedness or indebtedness subordinated in right of payment to obligations of the Obligors outstanding under this paragraph (d) for the agreement, which guarantee contains a limitation as to maximum amount similar to that set forth in this paragraph, pursuant to which the liability of such liability that can be hereby incurred without rendering its US Obligor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar right of such US Obligor pursuant to (i) applicable law or (ii) any agreement providing for an equitable allocation among such US Obligor and other affiliates of the Borrower of obligations arising under this Clause 19, or otherwise under the Finance Documents, voidable under applicable United States federal or state law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this paragraph (d) shall remain in full force and effect until the Senior Discharge Date (as defined in the Intercreditor Agreement). Each Qualified ECP Guarantor intends that this paragraph (d) constitute, and this paragraph (d) 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 Actclause 15 by such parties. (e) In this Agreement:

Guarantee Limitations. (a) The guarantee given by a Guarantor under this Clause 19 does not apply to Without limiting any liability to the extent that it would result in that Guarantor breaching any applicable law and/or regulation (including any financial assistance laws) and, with respect to any Additional Guarantor, is subject to any limitations specific exemptions set out in the Accession Deed applicable to such Additional Guarantor. (b) Any term or below and notwithstanding any other provision of this Clause 19 or any other term in this Agreement or any Finance Document notwithstanding, the maximum aggregate amount of the obligations for which any Guarantor shall be liable under this Agreement or any other Finance Document shall in no event exceed an amount equal to the largest amount that would not render such contrary: (i) no Guarantor’s obligations and liabilities under this Agreement Clause ‎21 and under any other guarantee or any indemnity provision in a Finance Document subject (the “Guarantee Obligations”) will extend to avoidance under include any obligation or liability, including any Swap Obligation; and (ii) no Transaction Security granted by a Guarantor will secure any Guarantee Obligation, to the extent that doing so would constitute unlawful financial assistance (notwithstanding any applicable United States federal or state fraudulent transfer, fraudulent conveyance exemptions and/or undertaking of any applicable prescribed whitewash or similar lawsfinancial assistance procedures) in connection with the acquisition of shares in itself or its Holding Company under the laws of its jurisdiction of incorporation. (cb) Any term If, notwithstanding paragraph ‎(a) above, the giving of the guarantee in respect of the Guarantee Obligations or provision of this Clause 19 or any other term in this Agreement or any Finance Document notwithstandingTransaction Security would constitute unlawful financial assistance, no Guarantor (other than any Qualified ECP Guarantorthen, to the extent necessary to give effect to paragraph ‎(a) shall be liable for any Excluded Swap Obligation. (d) Each Qualified ECP Guarantor hereby jointly and severally absolutelyabove, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Guarantor to honour all of its the obligations under the Finance Documents in respect of Swap Obligations will be deemed to have been split into two (provided, however, that each Qualified ECP Guarantor shall only be liable under this paragraph (d2) for the maximum amount of such liability that tranches; “Tranche 1” comprising those obligations which can be hereby incurred secured by the Guarantee Obligations of the relevant Guarantor or Transaction Security granted by the relevant Guarantor without rendering its breaching or contravening relevant financial assistance laws applicable to such Guarantor and “Tranche 2” comprising the remainder of the obligations under this Clause 19, or otherwise under the Finance Documents, voidable under applicable United States federal or state law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The Tranche 2 obligations will be excluded from the relevant Guarantee Obligations of each Qualified ECP such Guarantor (but only for so long as including them within such Guarantee Obligations would cause such Guarantor to be in breach of financial assistance laws applicable to it) and will be allocated to the Facility to which those obligations relate, to the extent that that can be determined and is permissible under this paragraph (d) shall remain in full force and effect until the Senior Discharge Date (as defined in the Intercreditor Agreement). Each Qualified ECP Guarantor intends that this paragraph (d) constitute, and this paragraph (d) 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) laws of the Commodity Exchange Actjurisdiction of incorporation of the Guarantor in question. (e) In this Agreement:

Guarantee Limitations. (a) The This guarantee given by a Guarantor under this Clause 19 and indemnity does not apply to any liability to the extent that it would result in that the relevant Guarantor breaching any applicable law and/or regulation (including any financial assistance laws) and). In addition, with respect to the obligations of any Additional Guarantor, is MGO Group Member that grants a guarantee and indemnity under this Clause 19 by entering into an Accession Deed shall be subject to any limitations set out in the that Accession Deed applicable to such Additional Guarantor(if any). (b) Any term Each US Guarantor acknowledges that it will receive valuable direct or provision indirect benefits as a result of the transactions financed by the Secured Documents. (c) Notwithstanding anything to the contrary contained herein or in any other Secured Document, each Finance Party and each Hedge Counterparty agrees that the maximum liability of each US Guarantor under this Clause 19 or any other term in this Agreement or any Finance Document notwithstanding, the maximum aggregate amount of the obligations for which any Guarantor shall be liable under this Agreement or any other Finance Document shall in no event exceed an amount equal to the largest greatest amount that would not render such US Guarantor’s 's obligations hereunder and under the other Secured Documents subject to avoidance under US Bankruptcy Law or to being set aside, avoided or annulled under any Fraudulent Transfer Law, in each case after giving effect (i) to all other liabilities of such US Guarantor, contingent or otherwise, that are relevant under such Fraudulent Transfer Law (specifically, excluding, however, any liabilities of such US Guarantor in respect of intercompany indebtedness to any Obligor to the extent that such Financial Indebtedness would be discharged in an amount equal to the amount paid by such US Guarantor hereunder without duplication of any amounts paid by any other person) and (ii) to the value as assets of such US Guarantor (as determined under the applicable provisions of such Fraudulent Transfer Law) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights held by such US Guarantor pursuant to (A) applicable law or (B) any other agreement providing for an equitable allocation among such US Guarantor and the other Obligors of obligations arising under this Agreement or any Finance Document subject to avoidance under applicable United States federal or state fraudulent transfer, fraudulent conveyance or similar laws. (c) Any term or provision of this Clause 19 or any other term in this Agreement or any Finance Document notwithstanding, no Guarantor (other than any Qualified ECP Guarantor) shall be liable for any Excluded Swap Obligation. (d) Each Qualified ECP Guarantor 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 Guarantor to honour all of its obligations under the Finance Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this paragraph (d) for the maximum amount guarantees of such liability that can be hereby incurred without rendering its obligations under this Clause 19, or otherwise under the Finance Documents, voidable under applicable United States federal or state law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this paragraph (d) shall remain in full force and effect until the Senior Discharge Date (as defined in the Intercreditor Agreement). Each Qualified ECP Guarantor intends that this paragraph (d) constitute, and this paragraph (d) 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 Actby such parties. (e) In this Agreement:

Guarantee Limitations. (aA) The Each US Obligor and each Finance Party (by its acceptance of the benefits of the guarantee given by a Guarantor under this Clause 19 does not apply to any liability to the extent 23) hereby confirms that it would result in is its intention that Guarantor breaching any applicable law and/or regulation (including any financial assistance laws) and, with respect to any Additional Guarantor, is subject to any limitations set out in the Accession Deed applicable to such Additional Guarantor. (b) Any term or provision of guarantee under this Clause 19 23 shall not constitute a fraudulent transfer or conveyance for purposes of any bankruptcy, insolvency or similar law, the Uniform Fraudulent Conveyance Act or any other term in similar federal, state or foreign law. To effectuate the foregoing intention, each US Obligor and each Finance Party (by its acceptance of the benefits of the guarantee under this Agreement or any Finance Document notwithstanding, Clause 23) hereby irrevocably agrees that the maximum aggregate amount of the obligations for which any Guarantor such US Obligor shall be liable under such guarantee 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 Obligor that are relevant under such laws, and after giving effect to any rights to contribution pursuant to any agreement providing for equitable contribution among such US Obligor and the other Obligors, result in such obligations of such US Obligor not constituting a fraudulent transfer or conveyance. (B) Notwithstanding anything to the contrary set forth in this Agreement or any other Finance Document, no such agreement shall guarantee or secure the satisfaction of Excluded Swap Obligations, and Excluded Swap Obligations shall be deemed to be excluded from the obligations of the Obligors to the Finance Parties under the Finance Documents and from any comparable obligations set forth in any other Finance Document. (C) Notwithstanding anything to the contrary in this Agreement or any other Finance Document, the rights and obligations under or in connection with this Agreement and/ or any other Finance Document (including, without limitation, any obligations expressed to be assumed under this Clause 23 and Clause 30.4 (Additional Guarantors)) expressed to be assumed by a Slovenian Obligor, including without limitation ENDAVA, digitalne rešitve, d.o.o. (“Slovenian Obligor Obligations”) shall not create or be construed to create any obligation of a Slovenian Obligor to act in no event exceed violation of mandatory Slovenian distribution restriction and capital maintenance rules (ohranjanje osnovnega kapitala), set out in Articles 227 and 495 of the Slovenian Companies Act (Zakon o gospodarskih družbah) or any other legal provision with analogous effect (the “Slovenian Capital Maintenance Rules”). All Slovenian Obligor Obligations shall be limited to an amount equal to the largest amount that would not render such Guarantor’s obligations under this Agreement violate or any Finance Document subject to avoidance under applicable United States federal or state fraudulent transfer, fraudulent conveyance or similar lawscontradict the Slovenian Capital Maintenance Rules. (cD) Any term If and to the extent any Slovenian Obligor Obligation should otherwise violate or provision of this Clause 19 or any other term in this Agreement or any Finance Document notwithstanding, no Guarantor (other than any Qualified ECP Guarantor) shall be liable for any Excluded Swap Obligation. (d) Each Qualified ECP Guarantor 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 Guarantor to honour all of its obligations under the Finance Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this paragraph (d) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Clause 19, or otherwise under the Finance Documents, voidable under applicable United States federal or state law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this paragraph (d) shall remain in full force and effect until the Senior Discharge Date contradict Slovenian Limitation Rules (as defined below) and should be invalid or unenforceable in the Intercreditor Agreement). Each Qualified ECP Guarantor intends that this paragraph (d) constitutewhole or in part, and this paragraph (d) such Slovenian Obligor Obligation shall be deemed to constitutebe replaced or limited to the following amounts (even if this results in any or all Slovenian Obligor Obligations being reduced to zero): (1) if a Slovenian Obligor Obligation would result in a breach of Slovenian Capital Maintenance Rules, an amount equal to the largest amount that would not violate or contradict the rules set out in this item (1); (2) if a Slovenian Obligor Obligation would result in a breach of corporate benefit, financial assistance, fraudulent preference or liquidity or solvency rules or regulations (or analogous restrictions), an amount equal to the largest amount that would not violate or contradict the rules set out in this item (2); (3) if a Slovenian Obligor Obligation would result in a risk to the officers of a Slovenian Obligor of (x) contravention of their fiduciary duties and/or (y) civil or criminal liability, an amount equal to the largest amount that would, under the rules set out in this item (3), not result in such risk to the officers of a Slovenian Obligor in respect of (x) and (y); (4) if (x) a Slovenian Obligor Obligation would result in the right or obligation of a Slovenian Obligor and/or its management to demand reimbursement for any Slovenian Obligor Obligation pursuant to Article 545 of the Slovenian Companies Act, and (y) if the fulfilment of the obligation by its controlling company (obvladujoča družba) to reimburse a Slovenian Obligor becomes uncertain or the assumption or performance of the Slovenian Obligor Obligation referred to under previous item (y) by a Slovenian Obligor and/or its management would be unlawful (protipravno) in the context of Article 545 of the Slovenian Companies Act and associated rules and legal concepts, an amount equal to the largest amount that would not be unlawful (protipravna) under the rules set out under this item (4) (including the reduction for any Tax that would be payable under such transaction by a Slovenian Obligor (Tax gross-down)); and/or (5) if due to a change in the laws or regulations of general application entering into force after the date of this Accession Deed, a “keepwellSlovenian Obligor Obligation would directly violate any mandatory provision of such future law or regulation, supportan amount equal to the largest amount that would not violate or contradict the rules set out in this item (5), or other agreement” for the benefit of each other Obligor for all purposes of Section 1a(18)(A)(v)(II(Slovenian Capital Maintenance Rules and any rules set out under preceding sub-paragraphs (1) through (5) of this paragraph (D), collectively “Slovenian Limitation Rules”), provided, in each case (1), (2), (3), (4) and/or (5) of this paragraph (D), that the Commodity Exchange Actrelevant Slovenian Guarantor shall use reasonable efforts to overcome the respective limitations. (eE) In this Agreement:If and to the extent the assumption or enforcement of any Slovenian Obligor Obligation results in a material risk to any officer of a Slovenian Obligor of civil liability or criminal responsibility because of a violation of Slovenian Limitation Rules and the management of a Slovenian Obligor can demonstrate that the assumption or enforcement of the respective Slovenian Obligor Obligation would result in such risk, such liability shall be reduced to the maximum amount then permissible to be paid without triggering such risk; paragraph (D) shall apply mutatis mutandis.

Guarantee Limitations. (a) The This guarantee given by a Guarantor under this Clause 19 does not apply to any liability to the extent that it would result in that Guarantor breaching any applicable law and/or regulation (including any this guarantee constituting unlawful financial assistance lawswithin the meaning of section 44 or 45 of the South African Companies Act, and (in the case of Aegis Outsourcing South Africa (Pty) and, with respect to any Additional Guarantor, is Ltd.) shall be subject to any limitations set out in the Accession Deed applicable the approval of the Financial Surveillance Department of the South African Reserve Bank being obtained, pursuant to such Additional GuarantorClause 23.35(a)(iii)(C) (Conditions subsequent)). (b) Any Notwithstanding any term or provision of this Clause 19 or any other term in this Agreement or any Finance Document notwithstandingDocument, each Finance Party agrees that on and from the date that Startek Philippines accedes to this Agreement as a Guarantor, the liability of Startek Philippines under this Clause 19 shall be limited to a maximum aggregate amount of the obligations for which any Guarantor shall be liable under this Agreement or any other Finance Document shall in no event exceed an amount equal to the largest amount that would not render such Guarantor’s obligations under this Agreement US$17,600,000.00 (or any Finance Document subject to avoidance under applicable United States federal or state fraudulent transfer, fraudulent conveyance or similar lawsits equivalent in another currency). (c) Any US Guarantor Guarantee Limitations: (i) Notwithstanding any term or provision of this Clause 19 or any other term in this Agreement or any Finance Document notwithstandingDocument, no each Finance Party agrees that the US Guarantor's liability under this Clause 19, without the requirement of amendment or any other formality, be limited to a maximum aggregate amount equal to the largest amount that would not render its liability hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Bankruptcy Code or any applicable provision of comparable state law, in each case after giving effect to all other liabilities of such US Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, reimbursement, indemnification or contribution of such US Guarantor (other than pursuant to applicable law or pursuant to the terms of any Qualified ECP Guarantor) shall be liable for any Excluded Swap Obligationagreement. (dii) Each Qualified ECP The US Guarantor hereby jointly acknowledges that: (A) it will receive valuable direct or indirect benefits as a result of the transactions financed by the Finance Documents; and (B) those benefits will constitute reasonably equivalent value and severally absolutely, unconditionally fair consideration for the purpose of any fraudulent transfer law. (iii) The US Guarantor represents and irrevocably undertakes warrants to provide such funds or other support as may be needed from time to time by each Guarantor to honour all Finance Party that: (A) the aggregate amount of its debts (including its obligations under the Finance Documents Documents) is less than the aggregate value (being the lesser of fair valuation and present fair saleable value) of its assets; (B) its capital is not unreasonably small to carry on its business as it is being conducted; (C) it has not incurred and does not intend to incur debts beyond its ability to pay as they mature; and (D) 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. For purposes of the foregoing, the amount of contingent liabilities have been computed as the amount that, in respect light of Swap Obligations all the facts and circumstances existing on the date this representation and warranty is made, can reasonably be expected to become an actual or matured liability. (provided, however, that each Qualified ECP Guarantor shall only be liable under iv) Each representation and warranty in this paragraph (dc) for is deemed to be repeated by: (A) each Additional Guarantor on the maximum amount of such liability date that can be hereby incurred without rendering its obligations under this Clause 19, or otherwise under Additional Guarantor becomes a US Guarantor; and (B) the Finance Documents, voidable under applicable United States federal or state law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations US Guarantor on the date of each Qualified ECP Guarantor under this paragraph (d) shall remain in full force Utilisation Request, on each Utilisation Date and effect until on the Senior Discharge Date (as defined in the Intercreditor Agreement). Each Qualified ECP Guarantor intends that this paragraph (d) constitute, and this paragraph (d) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit first day of each other Obligor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.Interest Period; and (eC) In this Agreement:is, when repeated, applied to the circumstances existing at the time of repetition.

Guarantee Limitations. (a) The guarantee given by a Guarantor under Anything contained in this Clause 19 does not apply to any liability clause 17 to the extent that it would result in that Guarantor breaching any applicable law and/or regulation (including any financial assistance laws) and, with respect to any Additional Guarantor, is subject to any limitations set out in the Accession Deed applicable to such Additional Guarantor. (b) Any term or provision of this Clause 19 or any other term in this Agreement or any Finance Document contrary notwithstanding, the obligations of each US Obligor under this clause 17 shall be limited to a maximum aggregate amount of the obligations for which any Guarantor shall be liable under this Agreement or any other Finance Document shall in no event exceed an amount equal to the largest greatest amount that would not render such Guarantor’s US Obligor's obligations under this Agreement or any Finance Document clause 17 subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the US Bankruptcy Code or any applicable provisions of comparable law of one or more of the states comprising the United States federal of America (collectively, the "Fraudulent Transfer Laws"), in each case after giving effect to all other liabilities of such US Obligor, contingent or state fraudulent transferotherwise, fraudulent conveyance or similar laws. (c) Any term or provision of this Clause 19 or any other term in this Agreement or any Finance Document notwithstanding, no Guarantor (other than any Qualified ECP Guarantor) shall be liable for any Excluded Swap Obligation. (d) Each Qualified ECP Guarantor 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 Guarantor to honour all of its obligations that are relevant under the Finance Documents Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such US Obligor (a) in respect of Swap Obligations intercompany indebtedness to any Group Company to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such US Obligor hereunder and (provided, however, that each Qualified ECP Guarantor shall only be liable b) under any guarantee of senior unsecured indebtedness or indebtedness subordinated in right of payment to obligations of the Obligors outstanding under this paragraph (d) for the agreement, which guarantee contains a limitation as to maximum amount similar to that set forth in this paragraph, pursuant to which the liability of such liability that can be hereby incurred without rendering its US Obligor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar right of such US Obligor pursuant to (i) applicable law or (ii) any agreement providing for an equitable allocation among such US Obligor and other affiliates of the Borrowers of obligations arising under this Clause 19, or otherwise under the Finance Documents, voidable under applicable United States federal or state law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this paragraph (d) shall remain in full force and effect until the Senior Discharge Date (as defined in the Intercreditor Agreement). Each Qualified ECP Guarantor intends that this paragraph (d) constitute, and this paragraph (d) 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 Actclause 17 by such parties. (e) In this Agreement: