Common use of Limitation of Guarantor's Liability Clause in Contracts

Limitation of Guarantor's Liability. Each Guarantor and, by its acceptance hereof, each Holder hereof, hereby confirm that it is their intention that the Note Guarantee by such Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to the Note Guarantees. To effectuate the foregoing intention, each such person hereby irrevocably agrees that the obligation of such Guarantor under its Note Guarantee under this Article 11 shall be limited to the maximum amount as shall, after giving effect to such maximum amount and all other (contingent or otherwise) liabilities of such Guarantor that are relevant under such laws, and after giving effect to any rights to contribution of such Guarantor pursuant to any agreement providing for an equitable contribution among such Guarantor and other Affiliates of the Company of payments made by guarantees by such parties, result in the obligations of such Guarantor in respect of such maximum amount not constituting a fraudulent conveyance. Each Holder, by accepting the benefits hereof, confirms its intention that, in the event of bankruptcy, reorganization or other similar proceeding of the Company or any Guarantor in which concurrent claims are made upon such Guarantor hereunder, to the extent such claims shall not be fully satisfied, each such claimant with a valid claim against the Company shall be entitled to a ratable share of all payments by such Guarantor in respect of such concurrent claims.

Limitation of Guarantor's Liability. Each The Guarantor and, and by its acceptance hereof, each Holder beneficiary hereof, hereby confirm confirms that it is their its intention that the Note Parent Guarantee by such of the Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to the Note GuaranteesParent Guarantee. To effectuate the foregoing intention, each such person hereby irrevocably agrees that the obligation of such the Guarantor under its Note the Parent Guarantee under this Article 11 Eleven shall be limited to the maximum amount as shallwill, after giving effect to such maximum amount and all other (contingent or otherwise) liabilities of such the Guarantor that are relevant under such laws, and after giving effect to any rights to contribution of such Guarantor pursuant to any agreement providing for an equitable contribution among such Guarantor and other Affiliates of the Company of payments made by guarantees by such parties, result in the obligations of such the Guarantor in respect of such maximum amount not constituting a fraudulent conveyance. Each Holderbeneficiary under the Parent Guarantee, by accepting the benefits hereof, confirms its intention that, in the event of a bankruptcy, reorganization or other similar proceeding of the Company or any the Guarantor in which concurrent claims are made upon such the Guarantor hereunder, to the extent such claims shall will not be fully satisfied, each such claimant with a valid claim against the Company shall be entitled to a ratable share of all payments by such the Guarantor in respect of such concurrent claims.

Limitation of Guarantor's Liability. Each Guarantor and, by its acceptance hereof, the Trustee and each Holder hereof, Securityholder hereby confirm that it is their its intention that the Note Subsidiary Guarantee by of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to the Note Guaranteesany Subsidiary Guarantee. To effectuate the foregoing intention, each such person Person hereby irrevocably agrees that the obligation of such Guarantor under its Note Subsidiary Guarantee under this Article 11 12 shall be limited to the maximum amount as shallwill, after giving effect to such maximum amount and all other (contingent or otherwiseother) liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution of such Guarantor pursuant to any agreement providing for an equitable contribution among such Guarantor and other Affiliates of the Company of from or payments made by guarantees by or on behalf of any other Guarantor in respect of the obligations of such partiesother Guarantor under this Article 12, result in the obligations of such Guarantor in respect of such maximum amount not constituting a fraudulent conveyancetransfer or conveyance under said laws. Each Holder, The Trustee and each Securityholder by accepting the benefits hereof, confirms its intention that, in the event of a bankruptcy, reorganization or other similar proceeding of the Company or any Guarantor in which concurrent claims are made upon such Guarantor hereunder, to the extent such claims shall will not be fully satisfied, each such claimant with a valid claim against the Company shall be entitled to a ratable share of all payments by such Guarantor in respect of such concurrent claims. For all purposes of this Section 12.2, Senior Debt shall be deemed to have been incurred prior to the incurrence of the obligations in respect of the Subsidiary Guarantees.

Limitation of Guarantor's Liability. Each Guarantor and, by its acceptance hereof, each Holder hereof, hereby confirm confirms that it is their its intention that the Note Guarantee by such Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to the Note Guarantees. To effectuate the foregoing intention, each such person Person hereby irrevocably agrees that the obligation Obligation of such Subsidiary Guarantor under its Note Guarantee under this Article 11 shall be limited to the maximum amount as shall, after giving effect to such maximum amount and all other (contingent or otherwise) liabilities of such Guarantor that are relevant under such laws, and after giving effect to any rights to contribution of such Guarantor pursuant to any agreement providing for an equitable contribution among such Guarantor and other Affiliates of the Company Issuers of payments made by guarantees by such parties, result in the obligations Obligations of such Guarantor in respect of such maximum amount not constituting a fraudulent conveyance. Each Holder, by accepting the benefits hereof, confirms its intention that, in the event of bankruptcy, reorganization or other similar proceeding of either of the Company Issuers or any Guarantor in which concurrent claims are made upon such Guarantor hereunder, to the extent such claims shall not be fully satisfied, each such claimant with a valid claim against the Company such Issuer shall be entitled to a ratable share of all payments by such Guarantor in respect of such concurrent claims.

Limitation of Guarantor's Liability. Each Guarantor and, and by its acceptance hereof, each Holder beneficiary hereof, hereby confirm that it is their its intention that the Note Guarantee by of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to the Note Guaranteesany Guarantee. To effectuate the foregoing intention, each such person hereby irrevocably agrees that the obligation of such Guarantor under its Note Guarantee under this Article 11 10 shall be limited to the maximum amount as shallwill, after giving effect to such maximum amount and all other (contingent or otherwise) liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution of such Guarantor pursuant to any agreement providing for an equitable contribution among such Guarantor and other Affiliates of the Company of from or payments made by guarantees by or on behalf of any other Guarantor in respect of the obligations of such partiesother Guarantor under this Article 10, result in the obligations of such Guarantor in respect of such maximum amount not constituting a fraudulent conveyance. Each Holderbeneficiary under the Note Guarantees, by accepting the benefits hereof, confirms its intention that, in the event of a bankruptcy, reorganization or other similar proceeding of the Company Issuer or any Guarantor in which concurrent claims are made upon such Guarantor hereunder, to the extent such claims shall will not be fully satisfied, each such claimant with a valid claim against the Company Issuer shall be entitled to a ratable share of all payments by such Guarantor in respect of such concurrent claims.

Limitation of Guarantor's Liability. Each Guarantor and, by its acceptance hereof, the Trustee and each Holder hereof, Securityholder hereby confirm that it is their its intention that the Note Subsidiary Guarantee by of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to the Note Guaranteesany Subsidiary Guarantee. To effectuate the foregoing intention, each such person Person hereby irrevocably agrees that the obligation of such Guarantor under its Note Subsidiary Guarantee under this Article 11 XII shall be limited to the maximum amount as shallwill, after giving effect to such maximum amount and all other (contingent or otherwiseother) liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution of such Guarantor pursuant to any agreement providing for an equitable contribution among such Guarantor and other Affiliates of the Company of from or payments made by guarantees by or on behalf of any other Guarantor in respect of the obligations of such partiesother Guarantor under this Article XII, result in the obligations of such Guarantor in respect of such maximum amount not constituting a fraudulent conveyancetransfer or conveyance under said laws. Each Holder, The Trustee and each Securityholder by accepting the benefits hereof, confirms its intention that, in the event of a bankruptcy, reorganization or other similar proceeding of the Company or any Guarantor in which concurrent claims are made upon such Guarantor hereunder, to the extent such claims shall will not be fully satisfied, each such claimant with a valid claim against the Company shall be entitled to a ratable share of all payments by such Guarantor in respect of such concurrent claims. For all purposes of this Section 12.2, Senior Debt shall be deemed to have been incurred prior to the incurrence of the obligations in respect of the Subsidiary Guarantees.

Limitation of Guarantor's Liability. Each Guarantor andGuarantor, and by its acceptance hereof, each Holder hereofHolder, hereby confirm confirms that it is their its intention that the Note Guarantee by such Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any of the Note Guarantees. To effectuate the foregoing intention, each such person Person hereby irrevocably agrees that the obligation of such Guarantor under its Note Guarantee under this Article 11 0 shall be limited to the maximum amount as shallwill, after giving effect to such maximum amount and all other (contingent or otherwise) liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution of such Guarantor pursuant to any agreement providing for an equitable contribution among such Guarantor and other Affiliates of the Company of from or payments made by guarantees by or on behalf of any other Guarantor in respect of the obligations of such partiesother Guarantor under this Article 0, result in the obligations of such Guarantor in respect of such maximum amount not constituting a fraudulent conveyance. Each Holderbeneficiary under the Guarantees, by accepting the benefits hereof, confirms its intention that, in the event of a bankruptcy, reorganization or other similar proceeding of the Company or any Guarantor in which concurrent claims are made upon such Guarantor hereunder, to the extent such claims shall will not be fully satisfied, each such claimant with a valid claim against the Company shall be entitled to a ratable share of all payments by such Guarantor in respect of such concurrent claims.

Limitation of Guarantor's Liability. Each Guarantor and, by its acceptance hereof, each Holder hereof, hereby confirm that it is their intention that the Note Subsidiary Guarantee by such Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to the Note Subsidiary Guarantees. To effectuate the foregoing intention, each such person hereby irrevocably agrees that the obligation of such Guarantor under its Note Subsidiary Guarantee under this Article 11 shall be limited to the maximum amount as shallwill, after giving effect to such maximum amount and all other (contingent or otherwise) liabilities of such Guarantor that are relevant under such laws, and after giving effect to any rights to contribution of such Guarantor pursuant to any agreement providing for an equitable contribution among such Guarantor and other Affiliates of the Company of payments made by guarantees by such parties, result in the obligations of such Guarantor in respect of such maximum amount not constituting a fraudulent conveyance. Each Holder, by accepting the benefits hereof, confirms its intention that, in the event of bankruptcy, reorganization or other similar proceeding of the Company or any Guarantor in which concurrent claims are made upon such Guarantor hereunder, to the extent such claims shall will not be fully satisfied, each such claimant with a valid claim against the Company shall be entitled to a ratable share of all payments by such Guarantor in respect of such concurrent claims.

Limitation of Guarantor's Liability. Each of the Company, the Subsidiary Issuer and each Guarantor and, and by its acceptance hereof, hereof each Holder hereof, of the Holders hereby confirm that it is their the intention of all such parties that the Note Guarantee guarantee by such Guarantor the Company, the Subsidiary Issuer or Guarantor, as applicable, pursuant to its guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal Federal or state law to the extent applicable to the Note Guaranteeslaw. To effectuate the foregoing intention, the Holders, the Company and each such person Guarantor hereby irrevocably agrees agree that the obligation obligations of the Parent Guarantor and each such Guarantor under its Note the Parent Guarantee under this Article 11 and Guarantee, as applicable, shall be limited to the maximum amount as shallwill, after giving effect to such maximum amount and all other (contingent or otherwise) and fixed liabilities of the Parent Guarantor and each such Guarantor that are relevant under (including, but not limited to, the Guarantor Senior Debt of such laws, Guarantor) and after giving effect to any rights to contribution of such Guarantor pursuant to any agreement providing for an equitable contribution among such Guarantor and other Affiliates of the Company of collections from or payments made by guarantees by or on behalf of any other Guarantor in respect of the obligations of such partiesother Guarantor under its Guarantee or pursuant to SECTION 10.07, result in the obligations of such Guarantor in respect of such maximum amount under the Guarantee not constituting a such fraudulent transfer or conveyance. Each Holder, by accepting the benefits hereof, confirms its intention that, in the event of bankruptcy, reorganization or other similar proceeding of the Company or any Guarantor in which concurrent claims are made upon such Guarantor hereunder, to the extent such claims shall not be fully satisfied, each such claimant with a valid claim against the Company shall be entitled to a ratable share of all payments by such Guarantor in respect of such concurrent claims.

Limitation of Guarantor's Liability. Each Guarantor andGuarantor, and by its acceptance hereof, each Holder hereofHolder, hereby confirm confirms that it is their its intention that the Note Guarantee by such Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to the Note Guarantees. To effectuate the foregoing intention, each such person Holder hereby irrevocably agrees that the obligation of such Guarantor under its the Note Guarantee Guarantees under this Article 11 shall be limited to the maximum amount as shallwill, after giving effect to such maximum amount and all other (contingent or otherwise) liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution of such Guarantor pursuant to any agreement providing for an equitable contribution among such Guarantor and other Affiliates of the Company of from or payments made by guarantees by or on behalf of any other Guarantor in respect of the obligations of such partiesother Guarantor under this Article 11, result in the obligations of such Guarantor in respect of such maximum amount not constituting a fraudulent conveyance. Each Holderbeneficiary under the Note Guarantees, by accepting the benefits hereof, confirms its intention that, in the event of a bankruptcy, reorganization or other similar proceeding of the Company or any Guarantor in which concurrent claims are made upon such any Guarantor hereunder, to the extent such claims shall will not be fully satisfied, each such claimant with a valid claim against the Company shall be entitled to a ratable share of all payments by such Guarantor in respect of such concurrent claims.

Limitation of Guarantor's Liability. Each Guarantor and, by its acceptance hereof, each Holder hereof, hereby confirm confirms that it is their its intention that the Note Guarantee by such Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to the Note Guarantees. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors each such person hereby irrevocably agrees that the obligation of such Guarantor under its Note Guarantee under this Article 11 shall be limited to the maximum amount as shall, after giving effect to such maximum amount and all other (contingent or otherwise) liabilities of such Guarantor that are relevant under such laws, and after giving effect to any rights to contribution of such Guarantor pursuant to any agreement providing for an equitable contribution among such Guarantor and other Affiliates of the Company Guarantors of payments made by guarantees by such parties, result in the obligations of such Guarantor in respect of such maximum amount not constituting a fraudulent conveyance. Each Holder, by accepting the benefits hereof, confirms its intention that, in the event of bankruptcy, reorganization or other similar proceeding of the Company or any Guarantor in which concurrent claims are made upon such Guarantor hereunder, to the extent such claims shall not be fully satisfied, each such claimant with a valid claim against the Company shall be entitled to a ratable share of all payments by such Guarantor in respect of such concurrent claims.

Limitation of Guarantor's Liability. Each Guarantor and, by its acceptance hereof, each Holder hereof, hereby confirm that it is their intention that the Note Guarantee by such Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to the Note Guarantees. To effectuate the foregoing intention, each such person hereby irrevocably agrees that the obligation of such Guarantor under its Note Guarantee under this Article 11 10 shall be limited to the maximum amount as shall, after giving effect to such maximum amount and all other (contingent or otherwise) liabilities of such Guarantor that are relevant under such laws, and after giving effect to any rights to contribution of such Guarantor pursuant to any agreement providing for an equitable contribution among such Guarantor and other Affiliates of the Company of payments made by guarantees by such parties, result in the obligations of such Guarantor in respect of such maximum amount not constituting a fraudulent conveyance. Each Holder, by accepting the benefits hereof, confirms its intention that, in the event of bankruptcy, reorganization or other similar proceeding of the Company or any BACK Guarantor in which concurrent claims are made upon such Guarantor hereunder, to the extent such claims shall not be fully satisfied, each such claimant with a valid claim against the Company shall be entitled to a ratable share of all payments by such Guarantor in respect of such concurrent claims.

Limitation of Guarantor's Liability. Each Guarantor and, by its acceptance hereof, each Holder hereof, hereby confirm that it is their intention that the Note Guarantee by such Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to the Note Guarantees. To effectuate the foregoing intention, each such person hereby irrevocably agrees that the obligation of such Guarantor under its Note Guarantee under this Article 11 10 shall be limited to the maximum amount as shallwhich, after giving effect to such maximum amount and all other (contingent or otherwise) and fixed liabilities of such Guarantor that are relevant under such lawsGuarantor, and after giving effect to any rights to contribution of such Guarantor pursuant to any agreement providing for an equitable contribution among such Guarantor and other Affiliates of the Company of payments made by guarantees by such parties, will result in the obligations of such Guarantor in respect of such maximum amount under its Note Guarantee not constituting a fraudulent conveyanceconveyance or fraudulent transfer under applicable law, or being void or unenforceable under the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to the Note Guarantees. Each Guarantor that makes a payment or distribution under a Note Guarantee will be entitled to seek contribution from each other Guarantor. Each Holder, by accepting the benefits hereof, confirms its intention that, in the event of bankruptcy, reorganization or other similar proceeding of the Company or any Guarantor in which concurrent claims are made upon such Guarantor hereunder, to the extent such claims shall not be fully satisfied, each such claimant with a valid claim against the Company shall be entitled to a ratable share of all payments by such Guarantor in respect of such concurrent claims.

Limitation of Guarantor's Liability. Each Guarantor and, and by its acceptance hereof, each Holder beneficiary hereof, hereby confirm that it is their its intention that the Note Subsidiary Guarantee by of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to the Note Guaranteesany Guarantee. To effectuate the foregoing intention, each such person hereby irrevocably agrees that the obligation of such Guarantor under its Note Subsidiary Guarantee under this Article 11 10 shall be limited to the maximum amount as shallwill, after giving effect to such maximum amount and all other (contingent or otherwise) liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution of such Guarantor pursuant to any agreement providing for an equitable contribution among such Guarantor and other Affiliates of the Company of from or payments made by guarantees by or on behalf of any other Guarantor in respect of the obligations of such partiesother Guarantor under this Article 10, result in the obligations of such Guarantor in respect of such maximum amount not constituting a fraudulent conveyance. Each Holderbeneficiary under the Subsidiary Guarantees, by accepting the benefits hereof, confirms its intention that, in the event of a bankruptcy, reorganization or other similar proceeding of the Company or any Guarantor in which concurrent claims are made upon such Guarantor hereunder, to the extent such claims shall will not be fully satisfied, each such claimant with a valid claim against the Company shall be entitled to a ratable share of all payments by such Guarantor in respect of such concurrent claims.

Limitation of Guarantor's Liability. Each Guarantor and, by its acceptance hereof, each Holder hereof, hereby confirm that it is their intention that the Note Guarantee by such Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to the Note Guarantees. To effectuate the foregoing intention, each such person hereby irrevocably agrees that the obligation of such Guarantor under its Note Guarantee under this Article 11 13 shall be limited to the maximum amount as shall, after giving effect to such maximum amount and all other (contingent or otherwise) liabilities of such Guarantor that are relevant under such laws, and after giving effect to any rights to contribution of such Guarantor pursuant to any agreement providing for an equitable contribution among such Guarantor and other Affiliates of the Company of payments made by guarantees by such parties, result in the obligations of such Guarantor in respect of such maximum amount not constituting a fraudulent conveyance. Each Holder, by accepting the benefits hereof, confirms its intention that, in the event of bankruptcy, reorganization or other similar proceeding of the Company or any Guarantor in which concurrent claims are made upon such Guarantor hereunder, to the extent such claims shall not be fully satisfied, each such claimant with a valid claim against the Company shall be entitled to a ratable share of all payments by such Guarantor in respect of such concurrent claims.

Limitation of Guarantor's Liability. Each Guarantor and, by its acceptance hereof, each Holder hereof, hereby confirm confirms that it is their its intention that the Note Guarantee by Guaranty of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to the Note GuaranteesGuaranties. To effectuate the foregoing intention, each such person Person hereby irrevocably agrees that the obligation Obligation of such each Guarantor under its Note Guarantee Guaranty under this Article 11 ‎‎Article X shall be limited to the maximum amount as shall, after giving effect to such maximum amount and all other (contingent or otherwise) liabilities of such the Guarantor that are relevant under such laws, and after giving effect to any rights to contribution of such Guarantor pursuant to any agreement providing for an equitable contribution among such Guarantor and other Affiliates of the Company Issuer of payments made by guarantees by such parties, result in the obligations Obligations of such Guarantor in respect of such maximum amount not constituting a fraudulent conveyance. Each Holder, by accepting the benefits hereof, confirms its intention that, in the event of bankruptcy, reorganization or other similar proceeding of any of the Company Issuer or any Guarantor in which concurrent claims are made upon such a Guarantor hereunder, to the extent such claims shall not be fully satisfied, each such claimant with a valid claim against the Company such Guarantor shall be entitled to a ratable share of all payments by such Guarantor in respect of such concurrent claims.

Limitation of Guarantor's Liability. Each Guarantor and, and by its acceptance hereof, each Holder beneficiary hereof, hereby confirm that it is their its intention that the Note Guarantee Subsidiary Guaranty by such Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to the Note Guarantees. Subsidiary Guaranties To effectuate the foregoing intention, each such person Person hereby irrevocably agrees that the obligation of such Guarantor under its Note Guarantee Subsidiary Guaranty under this Article 11 shall be limited to the maximum amount as shallwill, after giving effect to such maximum amount and all other (contingent Contingent or otherwise) liabilities of such Guarantor that are relevant under such laws, and after giving effect to any rights to contribution of such Guarantor pursuant to any agreement providing for an equitable contribution among such Guarantor and other Affiliates of the Company of collections from or payments made by guarantees by or on behalf of any other Guarantor in resect of the obligations of such partiesother Guarantor under this Article 11, result in the obligations of such Guarantor in respect of such maximum amount not constituting a fraudulent conveyance. Each Holderbeneficiary under the Subsidiary Guaranties, by accepting the benefits hereof, confirms its intention that, in the event of a bankruptcy, . reorganization or other similar proceeding of the Company Issuer or any Guarantor in which concurrent claims are made upon such Guarantor hereunder, to the extent such claims shall will not be fully satisfied, each such claimant with a valid claim against the Company Issuer shall be entitled to a ratable share of all payments by such Guarantor in respect of such concurrent claims.

Limitation of Guarantor's Liability. Each Subsidiary Guarantor and, by its acceptance hereof, each Holder hereof, hereby confirm that it is their intention that the Note Guarantee by such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to the Note Guarantees. To effectuate the foregoing intention, each such person Person hereby irrevocably agrees that the obligation Obligation of such Subsidiary Guarantor under its Note Guarantee under this Article 11 shall be limited to the maximum amount as shall, after giving effect to such maximum amount and all other (contingent or otherwise) liabilities of such Subsidiary Guarantor that are relevant under such laws, and after giving effect to any rights to contribution of such Subsidiary Guarantor pursuant to any agreement providing for an equitable contribution among such Subsidiary Guarantor and other Affiliates of the Company Issuers of payments made by guarantees by such parties, result in the obligations Obligations of such Subsidiary Guarantor in respect of such maximum amount not constituting a fraudulent conveyance. Each Holder, by accepting the benefits hereof, confirms its intention that, in the event of bankruptcy, reorganization or other similar proceeding of either of the Company Issuers or any Subsidiary Guarantor in which concurrent claims are made upon such Subsidiary Guarantor hereunder, to the extent such claims shall not be fully satisfied, each such claimant with a valid claim against the Company such Issuer shall be entitled to a ratable share of all payments by such Subsidiary Guarantor in respect of such concurrent claims.

Limitation of Guarantor's Liability. Each Guarantor and, and by its acceptance hereof, each Holder beneficiary hereof, hereby confirm that it is their its intention that the Note Subsidiary Guarantee by such Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to the Note any Subsidiary Guarantees. To effectuate the foregoing intention, each such person Person hereby irrevocably agrees that the obligation of such Guarantor under its Note Subsidiary Guarantee under this Article 11 shall be limited to the maximum amount as shallwill, after giving effect to such maximum amount and all other (contingent or otherwise) liabilities of such Guarantor that are relevant under such laws, and after giving effect to any rights to contribution of such Guarantor pursuant to any agreement providing for an equitable contribution among such Guarantor and other Affiliates of the Company of collections from or payments made by guarantees by or on behalf of any other Guarantor in respect of the obligations of such partiesother Guarantor under this Article 11, result in the obligations of such Guarantor in respect of such maximum amount not constituting a fraudulent conveyance. Each Holderbeneficiary under the Subsidiary Guarantees, by accepting the benefits hereof, confirms its intention that, in the event of a bankruptcy, reorganization or other similar proceeding of the Company or any Guarantor in which concurrent claims are made upon such Guarantor hereunder, to the extent such claims shall will not be fully satisfied, each such claimant with a valid claim against the Company shall be entitled to a ratable share of all payments by such Guarantor in respect of such concurrent claims.

Limitation of Guarantor's Liability. Each Guarantor andGuarantor, and by its acceptance hereof, each Holder hereofHolder, hereby confirm confirms that it is their its intention that the Note Subsidiary Guarantee by such Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any of the Note Subsidiary Guarantees. To effectuate the foregoing intention, each such person Holder hereby irrevocably agrees that the obligation of such Guarantor under its Note Subsidiary Guarantee under this Article 11 shall be limited to the maximum amount as shallwill, after giving effect to such maximum amount and all other (contingent or otherwise) liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution of such Guarantor pursuant to any agreement providing for an equitable contribution among such Guarantor and other Affiliates of the Company of from or payments made by guarantees by or on behalf of any other Guarantor in respect of the obligations of such partiesother Guarantor under this Article 11, result in the obligations Obligations of such Guarantor in respect of such maximum amount not constituting a fraudulent conveyance. Each Holderbeneficiary under the Subsidiary Guarantees, by accepting the benefits hereof, confirms its intention that, in the event of a bankruptcy, reorganization or other similar proceeding of the Company or any Guarantor in which concurrent claims are made upon such any Guarantor hereunder, to the extent such claims shall will not be fully satisfied, each such claimant with a valid claim against the Company shall be entitled to a ratable share of all payments by such Guarantor in respect of such concurrent claims.

Limitation of Guarantor's Liability. Each Guarantor and, by its acceptance hereof, each Holder hereof, hereby confirm confirms that it is their its intention that the Note Guarantee by Guaranty of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to the Note GuaranteesGuaranties. To effectuate the foregoing intention, each such person Person hereby irrevocably agrees that the obligation Obligation of such each Guarantor under its Note Guarantee Guaranty under this Article 11 ‎Article X shall be limited to the maximum amount as shall, after giving effect to such maximum amount and all other (contingent or otherwise) liabilities of such the Guarantor that are relevant under such laws, and after giving effect to any rights to contribution of such Guarantor pursuant to any agreement providing for an equitable contribution among such Guarantor and other Affiliates of the Company Issuers of payments made by guarantees by such parties, result in the obligations Obligations of such Guarantor in respect of such maximum amount not constituting a fraudulent conveyance. Each Holder, by accepting the benefits hereof, confirms its intention that, in the event of bankruptcy, reorganization or other similar proceeding of any of the Company Issuers, the Parent Guarantor or any Subsidiary Guarantor in which concurrent claims are made upon such a Guarantor hereunder, to the extent such claims shall not be fully satisfied, each such claimant with a valid claim against the Company such Guarantor shall be entitled to a ratable share of all payments by such Guarantor in respect of such concurrent claims.

Limitation of Guarantor's Liability. Each Guarantor and, and by its acceptance hereof, of Securities under this Indenture each Holder hereof, hereby confirm confirms that it is their the intention of all such parties that the Note Guarantee guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Lawany federal, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act state or any similar federal or state law to the extent applicable to the Note Guaranteesforeign law. To effectuate the foregoing intention, the Holders and each such person Guarantor hereby irrevocably agrees agree that the obligation obligations of such each Guarantor under its Note the Guarantee under this Article 11 shall be limited to the maximum amount as shallwill, after giving effect to such maximum amount and all other (contingent or otherwise) and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any rights to contribution of such Guarantor pursuant to any agreement providing for an equitable contribution among such Guarantor and other Affiliates of the Company of collections from or payments made by guarantees by or on behalf of any other Guarantor in respect of the obligations of such partiesother Guarantor under its Guarantee or pursuant to Section 10.6, result in the obligations of such Guarantor in respect of such maximum amount under the Guarantee not constituting a fraudulent conveyanceconveyance or fraudulent transfer under federal, state or foreign law. Each Holder, by accepting This Section 10.5 is for the benefits hereof, confirms its intention that, in the event of bankruptcy, reorganization or other similar proceeding benefit of the Company or creditors of each Guarantor, and, for purposes of applicable fraudulent transfer and fraudulent conveyance law, any Indebtedness of a Guarantor in which concurrent claims are made upon such Guarantor hereunder, pursuant to a Bank Credit Facility shall be deemed to have been incurred prior to the extent such claims shall not be fully satisfied, each such claimant with a valid claim against the Company shall be entitled to a ratable share of all payments incurrence by such Guarantor in respect of such concurrent claimsits liability under the Guarantee.

Limitation of Guarantor's Liability. Each Subsidiary Guarantor and, by its acceptance hereof, each Holder hereof, hereby confirm that it is their intention that the Note Guarantee by such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform 84 91 Fraudulent Transfer Act or any similar federal or state law to the extent applicable to the Note Guarantees. To effectuate the foregoing intention, each such person Person hereby irrevocably agrees that the obligation Obligation of such Subsidiary Guarantor under its Note Guarantee under this Article 11 shall be limited to the maximum amount as shall, after giving effect to such maximum amount and all other (contingent or otherwise) liabilities of such Subsidiary Guarantor that are relevant under such laws, and after giving effect to any rights to contribution of such Subsidiary Guarantor pursuant to any agreement providing for an equitable contribution among such Subsidiary Guarantor and other Affiliates of the Company Issuers of payments made by guarantees by such parties, result in the obligations Obligations of such Subsidiary Guarantor in respect of such maximum amount not constituting a fraudulent conveyance. Each Holder, by accepting the benefits hereof, confirms its intention that, in the event of bankruptcy, reorganization or other similar proceeding of either of the Company Issuers or any Subsidiary Guarantor in which concurrent claims are made upon such Subsidiary Guarantor hereunder, to the extent such claims shall not be fully satisfied, each such claimant with a valid claim against the Company such Issuer shall be entitled to a ratable share of all payments by such Subsidiary Guarantor in respect of such concurrent claims.

Limitation of Guarantor's Liability. Each Guarantor and, by its acceptance hereof, each Holder Noteholder hereof, hereby confirm that it is their intention that the Note Guarantee by such Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to the Note Guarantees. To effectuate the foregoing intention, each such person hereby irrevocably agrees that the obligation of such Guarantor under its Note Guarantee under this Article 11 VIII shall be limited to the maximum amount as shall, after giving effect to such maximum amount and all other (contingent or otherwise) liabilities of such Guarantor that are relevant under such laws, and after giving effect to any rights to contribution of such Guarantor pursuant to any agreement providing for an equitable contribution among such Guarantor and other Affiliates of the Company of payments made by guarantees by such parties, result in the obligations of such Guarantor in respect of such maximum amount not constituting a fraudulent conveyance. Each HolderNoteholder, by accepting the benefits hereof, confirms its intention that, in the event of bankruptcy, reorganization or other similar proceeding of the Company or any Guarantor in which concurrent claims are made upon such Guarantor hereunder, to the extent such claims shall not be fully satisfied, each such claimant with a valid claim against the Company shall be entitled to a ratable share of all payments by such Guarantor in respect of such concurrent claims.

Limitation of Guarantor's Liability. Each Guarantor andGuarantor, and by its acceptance hereof, each Holder hereofHolder, hereby confirm confirms that it is their its intention that the Note Guarantee by such Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any of the Note Guarantees. To effectuate the foregoing intention, each such person Holder hereby irrevocably agrees that the obligation of such Guarantor under its Note Guarantee under this Article 11 0 of the Indenture shall be limited to the maximum amount as shallwill, after giving effect to such maximum amount and all other (contingent or otherwise) liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution of such Guarantor pursuant to any agreement providing for an equitable contribution among such Guarantor and other Affiliates of the Company of from or payments made by guarantees by or on behalf of any other Guarantor in respect of the obligations of such partiesother Guarantor under Article 0 of the Indenture, result in the obligations of such Guarantor in respect of such maximum amount not constituting a fraudulent conveyance. Each Holderbeneficiary under the Guarantees, by accepting the benefits hereof, confirms its intention that, in the event of a bankruptcy, reorganization or other similar proceeding of the Company or any Guarantor in which concurrent claims are made upon such Guarantor hereunder, to the extent such claims shall will not be fully satisfied, each such claimant with a valid claim against the Company shall be entitled to a ratable share of all payments by such Guarantor in respect of such concurrent claims.