Common use of Limitation on Guarantor Liability Clause in Contracts

Limitation on Guarantor Liability. The Guarantor, and by its acceptance of any series of Securities, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of any applicable U.S. federal or state bankruptcy, insolvency or reorganization or other similar law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantor hereby irrevocably agree that the obligations of the Guarantor will be limited to the maximum amount which, after giving effect to all other contingent and fixed liabilities of the Guarantor, will result in the obligations of the Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Until such time as the Securities of any series are paid in full, the Guarantor, with respect to such series of Securities, hereby waives all rights of subrogation, whether arising by contract or operation of law (including, without limitation, any such right arising under federal bankruptcy law) or otherwise by reason of any payment by it pursuant to the provisions of this Article.

Limitation on Guarantor Liability. The Each Guarantor, and by its acceptance of any series of SecuritiesNotes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute (a) a fraudulent transfer or conveyance for purposes of any applicable U.S. federal or state bankruptcy, insolvency or reorganization or other similar lawBankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal federal, state or state foreign law to the extent applicable to its Note Guarantee or (b) an unlawful distribution under any applicable state or foreign law prohibiting distributions by an insolvent entity to the extent applicable to its Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantor Guarantors hereby irrevocably agree that the obligations of the such Guarantor will be limited to the maximum amount whichas will, after giving effect to all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the Guarantorobligations of such other Guarantor under this Article 11, will result in the obligations of the such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance or fraudulent transfer under federal or state law. Until such time as the Securities of any series are paid in full, the Guarantor, with respect to such series of Securities, hereby waives all rights of subrogation, whether arising by contract or operation of law (including, without limitation, any such right arising under federal bankruptcy law) or otherwise by reason of any payment by it pursuant to the provisions of this Articlean unlawful distribution.

Limitation on Guarantor Liability. The Each Guarantor, and by its acceptance of any series of SecuritiesNotes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute (i) a fraudulent transfer or conveyance for purposes of any applicable U.S. federal or state bankruptcy, insolvency or reorganization or other similar lawBankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal federal, state or state foreign law to the extent applicable to its Note Guarantee or (ii) an unlawful distribution under any applicable state or foreign law prohibiting distributions by an insolvent entity to the extent applicable to its Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantor Guarantors hereby irrevocably agree that the obligations of the such Guarantor will be limited to the maximum amount whichas will, after giving effect to all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the Guarantorobligations of such other Guarantor under this Article 11, will result in the obligations of the such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance or fraudulent transfer under federal or state law. Until such time as the Securities of any series are paid in full, the Guarantor, with respect to such series of Securities, hereby waives all rights of subrogation, whether arising by contract or operation of law (including, without limitation, any such right arising under federal bankruptcy law) or otherwise by reason of any payment by it pursuant to the provisions of this Articlean unlawful distribution.

Limitation on Guarantor Liability. The Each Guarantor, and by its acceptance of any series of SecuritiesNotes, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute (i) a fraudulent transfer or conveyance for purposes of any applicable U.S. federal or state bankruptcy, insolvency or reorganization or other similar lawBankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal federal, state or state foreign law to the extent applicable to its Guarantee or (ii) an unlawful distribution under any applicable state or foreign law prohibiting distributions by an insolvent entity to the extent applicable to its Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantor Guarantors hereby irrevocably agree that the obligations of the such Guarantor will be limited to the maximum amount whichas will, after giving effect to all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the Guarantorobligations of such other Guarantor under this Article Eleven, will result in the obligations of the such Guarantor under its Guarantee not constituting a fraudulent transfer or conveyance or fraudulent transfer under federal or state law. Until such time as the Securities of any series are paid in full, the Guarantor, with respect to such series of Securities, hereby waives all rights of subrogation, whether arising by contract or operation of law (including, without limitation, any such right arising under federal bankruptcy law) or otherwise by reason of any payment by it pursuant to the provisions of this Articlean unlawful distribution.

Limitation on Guarantor Liability. The Each Guarantor, and by its acceptance of any series of SecuritiesNotes, each Holder, hereby confirms that it is the intention of all such parties that the Subsidiary Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of any applicable U.S. federal of, or state bankruptcyotherwise breach, insolvency or reorganization or other similar lawBankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law, or other applicable non-U.S. law limiting the enforceability of the Subsidiary Guarantee, to the extent applicable to any GuaranteeSubsidiary Guarantee or to any Guarantor. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantor Guarantors hereby irrevocably agree that the obligations of the such Guarantor will be limited to the maximum amount whichthat will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the Guarantorobligations of such other Guarantor under this Article 10, will result in the obligations of the such Guarantor under its Subsidiary Guarantee not constituting a fraudulent transfer or conveyance and not otherwise complying with any applicable federal, state or fraudulent transfer under federal or state non-U.S. law. Until such time as the Securities of any series are paid in full, the Guarantor, with respect to such series of Securities, hereby waives all rights of subrogation, whether arising by contract or operation of law (including, without limitation, any such right arising under federal bankruptcy law) or otherwise by reason of any payment by it pursuant to the provisions of this Article.

Limitation on Guarantor Liability. The Each Guarantor, and by its acceptance of any series of SecuritiesNotes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute (i) a fraudulent transfer or conveyance for purposes of any applicable U.S. federal or state bankruptcy, insolvency or reorganization or other similar lawBankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to its Note Guarantee or (ii) an unlawful distribution under any applicable state law prohibiting distributions by an insolvent entity to the extent applicable to its Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantor Guarantors hereby irrevocably agree that the obligations of the such Guarantor will be limited to the maximum amount whichas will, after giving effect to all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the Guarantorobligations of such other Guarantor under this Article Ten, will result in the obligations of the such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance or fraudulent transfer under federal or state law. Until such time as the Securities of any series are paid in full, the Guarantor, with respect to such series of Securities, hereby waives all rights of subrogation, whether arising by contract or operation of law (including, without limitation, any such right arising under federal bankruptcy law) or otherwise by reason of any payment by it pursuant to the provisions of this Articlean unlawful distribution.

Limitation on Guarantor Liability. The Each Guarantor, and by its acceptance of any series of SecuritiesNotes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of any applicable U.S. federal or state bankruptcy, insolvency or reorganization or other similar lawBankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantor Guarantors hereby irrevocably agree that the obligations of the each Guarantor will under its Note Guarantee and this Article Eleven shall be limited to the maximum amount whichas will, after giving effect to all other contingent and fixed liabilities of the Guarantor, will result in the obligations of the such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Until such time as the Securities of any series are paid in full, the Guarantor, with respect to such series of Securities, hereby waives all rights of subrogation, whether arising by contract or operation of law (including, without limitation, any Guarantees under the Senior Credit Agreement and its Guarantees of the Existing Notes) that are relevant under such right arising laws, and after giving effect to any collections from, rights to receive contribution from, or payments made by or on behalf of, any other Guarantor in respect of the obligations of such Guarantor under federal bankruptcy law) its Note Guarantee and this Article Eleven, result in the obligations of such Guarantor under its Note Guarantee and this Article Eleven not constituting a fraudulent transfer or otherwise by reason of any payment by it pursuant to the provisions of this Articleconveyance under such laws.

Limitation on Guarantor Liability. The Each Guarantor, and by its acceptance of any series of SecuritiesNotes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent conveyance, fraudulent transfer or conveyance unjust preference, for purposes of any applicable U.S. federal or state bankruptcy, insolvency or reorganization or other similar lawBankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal comparable provision of foreign or state law or provincial law to comply with corporate benefit, financial assistance and other laws to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantor Guarantors hereby irrevocably agree that the obligations of the such Guarantor will be limited to the maximum amount whichthat will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the Guarantorobligations of such other Guarantor under this Article 10, will result in the obligations of the such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or conveyance, fraudulent transfer under federal or unjust preference, for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any comparable provision of foreign or state law. Until such time as the Securities of any series are paid in fulllaw or provincial law to comply with corporate benefit, the Guarantor, with respect to such series of Securities, hereby waives all rights of subrogation, whether arising by contract or operation of law (including, without limitation, any such right arising under federal bankruptcy law) or otherwise by reason of any payment by it pursuant to the provisions of this Articlefinancial assistance and other laws.

Limitation on Guarantor Liability. The Each Guarantor, and by its acceptance of any series of SecuritiesNotes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute (i) a fraudulent transfer or conveyance for purposes of any applicable U.S. federal or state bankruptcy, insolvency or reorganization or other similar lawBankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal federal, state or state foreign law to the extent applicable to its Note Guarantee or (ii) an unlawful distribution under any applicable state or foreign law prohibiting distributions by an insolvent entity to the extent applicable to its Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantor Guarantors hereby irrevocably agree that the obligations of the such Guarantor will be limited to the maximum amount whichas will, after giving effect to all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the Guarantorobligations of such other Guarantor under this Article 10, will result in the obligations of the such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance or fraudulent transfer under federal or state law. Until such time as the Securities of any series are paid in full, the Guarantor, with respect to such series of Securities, hereby waives all rights of subrogation, whether arising by contract or operation of law (including, without limitation, any such right arising under federal bankruptcy law) or otherwise by reason of any payment by it pursuant to the provisions of this Articlean unlawful distribution.

Limitation on Guarantor Liability. The Each Guarantor, and by its acceptance of any series of SecuritiesNotes, each Holder, and the Trustee each hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of any applicable U.S. federal or state bankruptcy, insolvency or reorganization or other similar lawBankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantor Guarantors hereby irrevocably agree that the obligations of the such Guarantor will be limited to the maximum amount which, after giving effect to all other contingent and fixed liabilities of such Guarantor, and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the Guarantorobligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Article Ten, will result in the obligations of the such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Until such time as the Securities of any series Notes are paid in full, the Guarantor, with respect to such series of Securities, each Guarantor hereby waives all rights of subrogationsubrogation or contribution, whether arising by contract or operation of law (including, without limitation, including any such right arising under federal bankruptcy lawBankruptcy Law) or otherwise by reason of any payment by it pursuant to the provisions of this Article.Article Ten. 119

Limitation on Guarantor Liability. The Guarantor, Each Guarantor and by its acceptance of any series of Securities, each HolderLender, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute (i) a fraudulent transfer or conveyance for purposes of any applicable U.S. federal or state bankruptcy, insolvency or reorganization or other similar lawBankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal federal, state or state foreign law to the extent applicable to its Guarantee or (ii) an unlawful distribution under any applicable state or foreign law prohibiting distributions by an insolvent entity to the extent applicable to its Guarantee. To effectuate the foregoing intention, the TrusteeAdministrative Agent, the Holders Lenders and the Guarantor Guarantors hereby irrevocably agree that the obligations of the such Guarantor will be limited to the maximum amount whichas will, after giving effect to all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the Guarantorobligations of such other Guarantor under this Article Ten, will result in the obligations of the such Guarantor under its Guarantee not constituting a fraudulent transfer or conveyance or fraudulent transfer under federal or state law. Until such time as the Securities of any series are paid in full, the Guarantor, with respect to such series of Securities, hereby waives all rights of subrogation, whether arising by contract or operation of law (including, without limitation, any such right arising under federal bankruptcy law) or otherwise by reason of any payment by it pursuant to the provisions of this Articlean unlawful distribution.

Limitation on Guarantor Liability. The Guarantor, and by its acceptance of any series of Securities, each Holder, It is hereby confirms that it is the intention of all such parties agreed that the Guarantee of such the Guarantor shall not constitute a fraudulent transfer transfer, fraudulent conveyance or conveyance fraudulent obligation for purposes of any applicable U.S. federal Federal or state State bankruptcy, insolvency or reorganization or other similar law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any the Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantor hereby irrevocably agree that the The obligations of the Guarantor will shall be limited to the maximum amount whichwhich will, after giving effect to all other contingent and fixed liabilities of the GuarantorGuarantor that are relevant under such laws, will and after giving effect to any collections from, rights to receive contributions from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Section 3 that are relevant under such laws, result in the obligations of the Guarantor under its Guarantee not constituting a fraudulent conveyance conveyance, fraudulent transfer or fraudulent transfer obligation under federal or state law. Until such time as the Securities Notes of any particular series are paid in full, the Guarantor, with respect to such series of SecuritiesNotes, hereby waives all rights of subrogation, whether arising by contract or operation of law (including, without limitation, any such right arising under federal bankruptcy law) or otherwise by reason of any payment by it pursuant to the provisions of this ArticleSection 3.

Limitation on Guarantor Liability. The Each Guarantor, and by its acceptance of any series of SecuritiesNotes, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute (i) a fraudulent transfer or conveyance for purposes of any applicable U.S. federal or state bankruptcy, insolvency or reorganization or other similar lawBankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal federal, state or state foreign law to the extent applicable to its Guarantee or (ii) an unlawful distribution under any applicable state or foreign law prohibiting distributions by an insolvent entity to the extent applicable to its Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantor Guarantors hereby irrevocably agree that the obligations of the such Guarantor will be limited to the maximum amount whichas will, after giving effect to all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the Guarantorobligations of such other Guarantor under this Article 10, will result in the obligations of the such Guarantor under its Guarantee not constituting a fraudulent transfer or conveyance or fraudulent transfer under federal or state law. Until such time as the Securities of any series are paid in full, the Guarantor, with respect to such series of Securities, hereby waives all rights of subrogation, whether arising by contract or operation of law (including, without limitation, any such right arising under federal bankruptcy law) or otherwise by reason of any payment by it pursuant to the provisions of this Articlean unlawful distribution.

Limitation on Guarantor Liability. The GuarantorEach Guarantor and, and by its acceptance of any series of SecuritiesNotes, each Holder, Holder hereby confirms confirm that it is the intention of all such parties that the Subsidiary Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of any applicable U.S. federal or state bankruptcy, insolvency or reorganization or other similar lawBankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantor Guarantors hereby irrevocably agree that the obligations of the each Guarantor under its Subsidiary Guarantee will be limited to the maximum amount whichas will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the Guarantorobligations of such other Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, will result in the obligations of the such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Until such time as law and not otherwise being void or voidable under any similar laws affecting the Securities of any series are paid in full, the Guarantor, with respect to such series of Securities, hereby waives all rights of subrogation, whether arising by contract or operation of law (including, without limitation, any such right arising under federal bankruptcy law) or otherwise by reason of any payment by it pursuant to the provisions of this Articlecreditors generally.

Limitation on Guarantor Liability. The (a) This Section 12.02(a) shall apply to any guarantee (hereafter a “United States Guarantee”) which is granted by any Guarantor incorporated under the laws of the United States of America or any State or territory thereof (a “US Guarantor, ”). Each Guarantor and each Holder (by its acceptance of any series the benefits of Securities, each Holder, the Guarantee in this Article 12) hereby confirms that it is the its intention of all such parties that the this Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of any applicable U.S. federal or state bankruptcy, insolvency or reorganization or other similar lawthe Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or of any similar federal Federal or state law to the extent applicable to any Guaranteelaw. To effectuate the foregoing intention, each Guarantor and each Holder (by its acceptance of the Trustee, benefits of the Holders and the Guarantor Guarantee in this Article 12) hereby irrevocably agree agrees that the obligations of the Guaranteed Obligations guaranteed by such Guarantor will shall be limited to the maximum such amount whichas will, after giving effect to such maximum amount and all other (contingent and fixed or otherwise) liabilities of such Guarantor that are relevant under such laws and after giving effect to any rights to contribution pursuant to any agreement providing for an equitable contribution among such Guarantor and the Guarantorother Guarantors, will result in the obligations Guaranteed Obligations of the such Guarantor under its Guarantee in respect of such maximum amount not constituting a fraudulent conveyance transfer or fraudulent transfer under federal or state law. Until such time as the Securities of any series are paid in full, the Guarantor, with respect to such series of Securities, hereby waives all rights of subrogation, whether arising by contract or operation of law (including, without limitation, any such right arising under federal bankruptcy law) or otherwise by reason of any payment by it pursuant to the provisions of this Articleconveyance.

Limitation on Guarantor Liability. The Guarantor, and by its acceptance of any series of Securities, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of any applicable U.S. federal Federal or state State bankruptcy, insolvency or reorganization or other similar law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantor hereby irrevocably agree that the obligations of the Guarantor will be limited to the maximum amount which, after giving effect to all other contingent and fixed liabilities of the Guarantor, will result in the obligations of the Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Until such time as the Securities of any series are paid in full, the Guarantor, with respect to such series of Securities, hereby waives all rights of subrogation, whether arising by contract or operation of law (including, without limitation, any such right arising under federal bankruptcy law) or otherwise by reason of any payment by it pursuant to the provisions of this Article.

Limitation on Guarantor Liability. The Each Guarantor, and by its acceptance of any series of SecuritiesNotes, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of any applicable U.S. federal or state bankruptcy, insolvency or reorganization or other similar lawBankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantor Guarantors hereby irrevocably agree that the obligations of the such Guarantor will be limited to the maximum amount whichwill, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the Guarantorobligations of such other Guarantor under this Article Eleven, will result in the obligations of the such Guarantor under its Guarantee not constituting a fraudulent conveyance transfer or fraudulent transfer under federal or state lawconveyance. Until such time as the Securities of any series Notes are paid in full, the Guarantor, with respect to such series of Securities, each Guarantor hereby waives all rights of subrogationsubrogation or contribution, whether arising by contract or operation of law (including, without limitation, any such right arising under federal bankruptcy law) or otherwise by reason of any payment by it pursuant to the provisions of this ArticleArticle Eleven.

Limitation on Guarantor Liability. The Each Guarantor, and by its acceptance of any series of SecuritiesNotes, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute (i) a fraudulent transfer or conveyance for purposes of any applicable U.S. federal or state bankruptcy, insolvency or reorganization or other similar lawBankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal federal, state or state foreign law to the extent applicable to its Guarantee or (ii) an unlawful distribution under any applicable state or foreign law prohibiting distributions by an insolvent entity to the extent applicable to its Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantor Guarantors hereby irrevocably agree that the obligations of the such Guarantor will be limited to the maximum amount whichas will, after giving effect to all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the Guarantorobligations of such other Guarantor under this Article Ten, will result in the obligations of the such Guarantor under its Guarantee not constituting a fraudulent transfer or conveyance or fraudulent transfer under federal or state law. Until such time as the Securities of any series are paid in full, the Guarantor, with respect to such series of Securities, hereby waives all rights of subrogation, whether arising by contract or operation of law (including, without limitation, any such right arising under federal bankruptcy law) or otherwise by reason of any payment by it pursuant to the provisions of this Articlean unlawful distribution.

Limitation on Guarantor Liability. The Guarantor, and by its acceptance of any series of Securities, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of any applicable U.S. federal Federal or state State bankruptcy, insolvency or reorganization or other similar law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantor hereby irrevocably agree that the obligations of the Guarantor will be limited to the maximum amount which, after giving effect to all other contingent and fixed liabilities of the Guarantor, will result in the obligations of the Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Until such time as the Securities of any series are paid in full, the Guarantor, with respect to such series of Securities, hereby waives all rights of subrogation, whether arising by contract or operation of law (including, without limitation, any such right arising under federal bankruptcy law) or otherwise by reason of any payment by it pursuant to the provisions of this Article.. ARTICLE TWELVE

Limitation on Guarantor Liability. The Guarantor, and by its acceptance of any series of Securities, each Holder, It is hereby confirms that it is the intention of all such parties agreed that the Guarantee of such the Guarantor shall not constitute a fraudulent transfer transfer, fraudulent conveyance or conveyance fraudulent obligation for purposes of any applicable U.S. federal Federal or state State bankruptcy, insolvency or reorganization or other similar law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any the Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantor hereby irrevocably agree that the The obligations of the Guarantor will shall be limited to the maximum amount whichwhich will, after giving effect to all other contingent and fixed liabilities of the GuarantorGuarantor that are relevant under such laws, will and after giving effect to any collections from, rights to receive contributions from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Section 2 that are relevant under such laws, result in the obligations of the Guarantor under its Guarantee not constituting a fraudulent conveyance conveyance, fraudulent transfer or fraudulent transfer obligation under federal or state law. Until such time as the Securities Notes of any particular series are paid in full, the Guarantor, with respect to such series of SecuritiesNotes, hereby waives all rights of subrogation, whether arising by contract or operation of law (including, without limitation, any such right arising under federal bankruptcy law) or otherwise by reason of any payment by it pursuant to the provisions of this ArticleSection 2.

Limitation on Guarantor Liability. The Each Guarantor, and by its acceptance of any series of Second Priority Securities, each Second Priority Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor hereunder does not and shall not constitute a fraudulent transfer or conveyance for purposes of any applicable U.S. federal or state bankruptcy, insolvency or reorganization or other similar lawBankruptcy Law, the United States Uniform Fraudulent Conveyance Act, the United States Uniform Fraudulent Transfer Act Act, or any similar Mexican or U.S. federal or state law to the extent applicable to the Guarantee hereunder or to any GuaranteeGuarantor. To effectuate the foregoing intention, the Trustee, the Holders Second Priority Holders, and each of the Guarantor Guarantors hereby irrevocably agree that the obligations of the each Guarantor will under this Article X shall be limited to the maximum amount whichas will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from, or payments made by 97 or on behalf of any other Guarantor in respect of the Guarantorobligations of such other Guarantor under this Article X, will result in the obligations of the such Guarantor under its Guarantee not constituting a fraudulent conveyance transfer or fraudulent transfer under federal or state law. Until such time as the Securities of any series are paid in full, the Guarantor, with respect to such series of Securities, hereby waives all rights of subrogation, whether arising by contract or operation of law (including, without limitation, any such right arising under federal bankruptcy law) or otherwise by reason of any payment by it pursuant to the provisions of this Articleconveyance.

Limitation on Guarantor Liability. The Each Guarantor, and by its acceptance of any series of SecuritiesNotes, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or fraudulent conveyance for purposes of any applicable U.S. federal or state bankruptcy, insolvency or reorganization or other similar lawBankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal federal, foreign or state law to the extent applicable to any Guarantor or Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantor Guarantors hereby irrevocably agree that the obligations of the each Guarantor will under its Guarantee and this Article 10 shall be limited to the maximum amount whichas will, after giving effect to all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from, or payments made by or on behalf of, any other Guarantor in respect of the Guarantorobligations of such Guarantor under its Guarantee and this Article 10, will result in the obligations of the such Guarantor under its Guarantee and this Article 10 not constituting a fraudulent conveyance or fraudulent transfer under federal such laws or any other applicable federal, foreign or state law. Until such time as the Securities of any series are paid in full, the Guarantor, with respect to such series of Securities, hereby waives all rights of subrogation, whether arising by contract or operation of law (including, without limitation, any such right arising under federal bankruptcy law) or otherwise by reason of any payment by it pursuant to the provisions of this Articlelaws.

Limitation on Guarantor Liability. The GuarantorEach Guarantor and the Trustee hereby confirms, and each of the Holders by its acceptance of any series of Securitiesa Note confirms, each Holder, hereby confirms that it is the intention of all such parties that the provisions of this Article 11 and the execution, delivery and performance of each Subsidiary Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of any applicable U.S. federal or state bankruptcy, insolvency or reorganization or other similar lawBankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantor Guarantors hereby irrevocably agree that the obligations Guaranteed Obligations of the each Guarantor will under this Article 11 and any Subsidiary Guarantee shall be limited to the maximum amount whichas will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the GuarantorGuaranteed Obligations of such other Guarantor hereunder or under any Subsidiary Guarantee, will result in the obligations Guaranteed Obligations of the such Guarantor hereunder or under its any Subsidiary Guarantee not constituting a fraudulent conveyance transfer or fraudulent transfer under federal or state law. Until such time as the Securities of any series are paid in full, the Guarantor, with respect to such series of Securities, hereby waives all rights of subrogation, whether arising by contract or operation of law (including, without limitation, any such right arising under federal bankruptcy law) or otherwise by reason of any payment by it pursuant to the provisions of this Articleconveyance.

Limitation on Guarantor Liability. The Each Guarantor, and by its acceptance of any series of SecuritiesNotes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute (i) a fraudulent transfer or conveyance for purposes of any applicable U.S. federal or state bankruptcy, insolvency or reorganization or other similar lawBankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal federal, state or state foreign law to the extent applicable to its Note Guarantee or (ii) an 59 unlawful distribution under any applicable state or foreign law prohibiting distributions by an insolvent entity to the extent applicable to its Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantor Guarantors hereby irrevocably agree that the obligations of the such Guarantor will be limited to the maximum amount whichas will, after giving effect to all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the Guarantorobligations of such other Guarantor under this Article 10, will result in the obligations of the such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance or fraudulent transfer under federal or state law. Until such time as the Securities of any series are paid in full, the Guarantor, with respect to such series of Securities, hereby waives all rights of subrogation, whether arising by contract or operation of law (including, without limitation, any such right arising under federal bankruptcy law) or otherwise by reason of any payment by it pursuant to the provisions of this Articlean unlawful distribution.

Limitation on Guarantor Liability. The Guarantor, and by its acceptance of any series of Securities, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of any applicable U.S. federal Federal or state State bankruptcy, insolvency or reorganization or other similar law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantor hereby irrevocably agree that the obligations of the Guarantor will be limited to the maximum amount which, after giving effect to all other contingent and fixed liabilities of the Guarantor, will result in the obligations of the Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Until such time as the Securities of any series are paid in full, the Guarantor, with respect to such series of 63 Securities, hereby waives all rights of subrogation, whether arising by contract or operation of law (including, without limitation, any such right arising under federal bankruptcy law) or otherwise by reason of any payment by it pursuant to the provisions of this Article.