Common use of Limitation on Subsidiary Guarantor Liability Clause in Contracts

Limitation on Subsidiary Guarantor Liability. Each Subsidiary Guarantor and, by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that this Subsidiary Guarantee does not constitute a fraudulent transfer or conveyance for purposes of United States Bankruptcy Code, 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 each Subsidiary Guarantor hereby irrevocably agree that the obligations of each Subsidiary Guarantor under this Subsidiary Guarantee and this Article Ten shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of each Subsidiary Guarantor that are relevant under such laws, result in the obligations of such Subsidiary Guarantor under this Subsidiary Guarantee to not constitute a fraudulent transfer or conveyance.

Limitation on Subsidiary Guarantor Liability. Each Subsidiary Guarantor andGuarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that this Subsidiary the Guarantee does of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of United States Bankruptcy CodeLaw, 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 each Subsidiary Guarantor the Guarantors hereby irrevocably agree that the obligations of each such Subsidiary Guarantor under this Subsidiary its Guarantee and this Article Ten 10 shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of each such Subsidiary 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 Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article 10, result in the obligations of such Subsidiary Guarantor under this Subsidiary its Guarantee to not constitute a fraudulent transfer or conveyance.

Limitation on Subsidiary Guarantor Liability. Each Subsidiary Guarantor andGuarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that this the Guarantee of such Subsidiary Guarantee does Guarantor not constitute a fraudulent transfer or conveyance for purposes of United States Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal Federal or state law to the extent applicable to any Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and each the Subsidiary Guarantor Guarantors hereby irrevocably agree that the obligations of each such Subsidiary Guarantor under this Subsidiary Guarantee and this Article Ten shall will be limited to the maximum amount as willwhich, after giving effect to such maximum amount and all other contingent and fixed liabilities of each such Subsidiary Guarantor, and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor that are relevant in respect of the obligations of such other Subsidiary Guarantor under such lawsits Guarantee or pursuant to its contribution obligations under this Article Ten, will result in the obligations of such Subsidiary Guarantor under this Subsidiary its Guarantee to not constitute constituting a fraudulent conveyance or fraudulent transfer under Federal or conveyancestate law.

Limitation on Subsidiary Guarantor Liability. Each Subsidiary Guarantor andGuarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that this the Guarantee of such Subsidiary Guarantee does Guarantor not constitute a fraudulent transfer or conveyance for purposes of United States Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal Federal or state law to the extent applicable to any Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and each the Subsidiary Guarantor Guarantors hereby irrevocably agree that the obligations of each such Subsidiary Guarantor under this Subsidiary Guarantee and this Article Ten shall will be limited to the maximum amount as willwhich, after giving effect to such maximum amount and all other contingent and fixed liabilities of each such Subsidiary Guarantor, and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor that are relevant in respect of the obligations of such other Subsidiary Guarantor under such lawsits Guarantee or pursuant to its contribution obligations under this Article Thirteen, will result in the obligations of such Subsidiary Guarantor under this Subsidiary its Guarantee to not constitute constituting a fraudulent conveyance or fraudulent transfer under Federal or conveyancestate law.

Limitation on Subsidiary Guarantor Liability. Each Subsidiary Guarantor andGuarantor, and by its acceptance of NotesSecurities, each Holder, hereby confirms that it is the intention of all such parties that this the Subsidiary Guarantee does Guaranty of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of United States Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal Federal or state law to the extent applicable to any Subsidiary GuaranteeGuaranty. To effectuate the foregoing intention, the Trustee, the Holders and each the Subsidiary Guarantor Guarantors hereby irrevocably agree that the obligations Obligations of each such Subsidiary Guarantor under this Subsidiary Guarantee and this Article Ten 10 shall be limited to the maximum amount as willshall, after giving effect to such maximum amount and all other contingent and fixed liabilities of each such Subsidiary Guarantor that are relevant under such lawslaws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the Obligations of such other Subsidiary Guarantor under this Article 10, result in the obligations Obligations of such Subsidiary Guarantor under this its Subsidiary Guarantee to Guaranty not constitute constituting a fraudulent transfer or conveyanceconveyance under Federal or state law.

Limitation on Subsidiary Guarantor Liability. Each Subsidiary Guarantor andGuarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that this the Subsidiary Guarantee does of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of United States Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal federal, state or state provincial law to the extent applicable to any Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and each the Subsidiary Guarantor Guarantors hereby irrevocably agree that the obligations of each such Subsidiary Guarantor under this Subsidiary Guarantee and this Article Ten shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of each such Subsidiary 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 Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article X, result in the obligations of such Subsidiary Guarantor under this its Subsidiary Guarantee to not constitute constituting a fraudulent transfer or conveyance.

Limitation on Subsidiary Guarantor Liability. Each Subsidiary Guarantor andGuarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that this the Guarantee of such Subsidiary Guarantee does Guarantor not constitute a fraudulent transfer or conveyance for purposes of United States Bankruptcy CodeLaw, 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 each the Subsidiary Guarantor Guarantors hereby irrevocably agree that the obligations of each Subsidiary Guarantor under this Subsidiary Guarantee and this Article Ten shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of each such Subsidiary Guarantor that are relevant under such lawslaws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article 10, result in the obligations of such Subsidiary Guarantor under this Subsidiary its Guarantee to not constitute constituting a fraudulent conveyance or fraudulent transfer or conveyanceunder applicable law.

Limitation on Subsidiary Guarantor Liability. Each Subsidiary Guarantor andGuarantor, and by its acceptance of Notesthe Securities, each Holder, hereby confirms that it is the intention of all such parties that this the Subsidiary Guarantee does of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of United States Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar United States federal or state or Canadian federal or provincial law to the extent applicable to any Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and each the Subsidiary Guarantor hereby irrevocably agree that the obligations of each such Subsidiary Guarantor under this Subsidiary Guarantee and this Article Ten shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of each such Subsidiary 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 Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article Sixteen, result in the obligations of such Subsidiary Guarantor under this its Subsidiary Guarantee to not constitute constituting a fraudulent transfer or conveyance.

Limitation on Subsidiary Guarantor Liability. Each Subsidiary Guarantor andGuarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that this the Subsidiary Guarantee does of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of United States Bankruptcy CodeLaw, 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 each the Subsidiary Guarantor Guarantors hereby irrevocably agree that the obligations of each such Subsidiary Guarantor under this Subsidiary Guarantee and this Article Ten shall will be limited to the maximum amount as that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of each such Subsidiary 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 Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article II, result in the obligations of such Subsidiary Guarantor under this its Subsidiary Guarantee to not constitute constituting a fraudulent transfer or conveyance.

Limitation on Subsidiary Guarantor Liability. Each Subsidiary Guarantor andGuarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that this the Subsidiary Guarantee does of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of United States Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law or Canadian federal or provincial law to the extent applicable to any Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and each the Subsidiary Guarantor Guarantors hereby irrevocably agree that the obligations of each such Subsidiary Guarantor under this Subsidiary Guarantee and this Article Ten 10 shall be limited to the maximum amount as willshall, after giving effect to such maximum amount and all other contingent and fixed liabilities of each such Subsidiary Guarantor that are relevant under such laws, including, if applicable, its guarantee of all obligations under the Credit Facility, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article 10, result in the obligations of such Subsidiary Guarantor under this its Subsidiary Guarantee to not constitute constituting a fraudulent transfer or conveyance.

Limitation on Subsidiary Guarantor Liability. Each Subsidiary Guarantor andGuarantor, by executing and delivering such supplemental indenture, shall confirm, and by its acceptance of Notes, each HolderHolder hereby confirms, hereby confirms that it is the intention of all such parties that this the Subsidiary Guarantee does of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of United States Bankruptcy CodeLaw, 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, Trustee and the Holders hereby irrevocably agree and each Subsidiary Guarantor hereby Guarantor, by executing and delivering such supplemental indenture, shall irrevocably agree that the obligations of each such Subsidiary Guarantor under this Subsidiary Guarantee and this Article Ten shall will be limited to the maximum amount as that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of each such Subsidiary Guarantor that are relevant under such laws, result in the obligations of such Subsidiary Guarantor under this its Subsidiary Guarantee to not constitute constituting a fraudulent transfer or conveyance.

Limitation on Subsidiary Guarantor Liability. Each Subsidiary Guarantor andGuarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that this the Subsidiary Guarantee does of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of United States Bankruptcy CodeLaw, 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 each the Subsidiary Guarantor Guarantors hereby irrevocably agree that the obligations of each such Subsidiary Guarantor under this Subsidiary Guarantee and this Article Ten shall will be limited to the maximum amount as that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of each such Subsidiary 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 Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article 2, result in the obligations of such Subsidiary Guarantor under this its Subsidiary Guarantee to not constitute constituting a fraudulent transfer or conveyance.

Limitation on Subsidiary Guarantor Liability. Each Subsidiary Guarantor andGuarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that this the Note Guarantee of such Subsidiary Guarantee does Guarantor not constitute a fraudulent conveyance, a fraudulent transfer or conveyance financial assistance for purposes of United States Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal federal, Canadian, provincial, state or state foreign law to the extent applicable to any Subsidiary Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and each the Subsidiary Guarantor Guarantors hereby irrevocably agree that the obligations of each Subsidiary Guarantor under this Subsidiary Guarantee and this Article Ten shall be limited to the maximum amount as willshall, after giving effect to such maximum amount and all other contingent and fixed liabilities of each such Subsidiary Guarantor that are relevant under such lawslaws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article 10, result in the obligations of such Subsidiary Guarantor under this Subsidiary its Note Guarantee to not constitute constituting a fraudulent conveyance or fraudulent transfer or conveyanceunder applicable law.

Limitation on Subsidiary Guarantor Liability. Each Subsidiary Guarantor Guarantor, if any, and, by its acceptance of Notesthe Securities, each Holder, Holder hereby confirms that it is the intention of all such parties that this the Guarantee of such Subsidiary Guarantee does Guarantor not constitute a fraudulent transfer or conveyance for purposes of United States Bankruptcy CodeLaw, 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 each the Subsidiary Guarantor Guarantors hereby irrevocably agree that the obligations of each such Subsidiary Guarantor under this Subsidiary Guarantee and this Article Ten shall will be limited to the maximum amount as that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of each such Subsidiary 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 Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article Nine, result in the obligations of such Subsidiary Guarantor under this Subsidiary its Guarantee to not constitute constituting a fraudulent transfer or conveyance.

Limitation on Subsidiary Guarantor Liability. Each Subsidiary Guarantor andGuarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that this the Subsidiary Guarantee does Guaranty of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of United States Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal Federal or state law to the extent applicable to any Subsidiary GuaranteeGuaranty. To effectuate the foregoing intention, the Trustee, the Holders and each the Subsidiary Guarantor Guarantors hereby irrevocably agree that the obligations Obligations of each such Subsidiary Guarantor under this Subsidiary Guarantee and this Article Ten 10 shall be limited to the maximum amount as willshall, after giving effect to such maximum amount and all other contingent and fixed liabilities of each such Subsidiary Guarantor that are relevant under such laws, including, if applicable, its Guarantee of all Obligations under the Senior Credit Facility, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the Obligations of such other Subsidiary Guarantor under this Article 10, result in the obligations Obligations of such Subsidiary Guarantor under this its Subsidiary Guarantee to Guaranty not constitute constituting a fraudulent transfer or conveyanceconveyance under Federal or state law.

Limitation on Subsidiary Guarantor Liability. Each Subsidiary Guarantor andGuarantor, and by its acceptance of Notes, each Holderholder of the Notes, hereby confirms that it is the intention of all such parties that this the Note Guarantee of such Subsidiary Guarantee does Guarantor not constitute a fraudulent transfer or conveyance for purposes of United States Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Subsidiary Note Guarantee. To effectuate the foregoing intention, the Trustee, holders of the Holders Notes and each the Subsidiary Guarantor Guarantors hereby irrevocably agree that the obligations of each such Subsidiary Guarantor under this Subsidiary Guarantee and this Article Ten shall will be limited to the maximum amount as that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of each such Subsidiary 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 Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Section 24, result in the obligations of such Subsidiary Guarantor under this Subsidiary its Note Guarantee to not constitute constituting a fraudulent transfer or conveyance.

Limitation on Subsidiary Guarantor Liability. Each Subsidiary Guarantor andGuarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that this the Note Guarantee of such Subsidiary Guarantee does Guarantor not constitute (i) a fraudulent transfer or conveyance for purposes of United States Bankruptcy Code, 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 Subsidiary applicable state law prohibiting shareholder distributions by an insolvent subsidiary to the extent applicable to its Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and each the Subsidiary Guarantor Guarantors hereby irrevocably agree that the obligations of each such Subsidiary Guarantor under this Subsidiary Guarantee and this Article Ten shall be limited to the maximum amount as willshall, after giving effect to such maximum amount and all other contingent and fixed liabilities of each such Subsidiary 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 Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article 11, result in the obligations of such Subsidiary Guarantor under this Subsidiary its Note Guarantee to not constitute constituting a fraudulent transfer or conveyanceconveyance or such an unlawful shareholder distribution.

Limitation on Subsidiary Guarantor Liability. a) Each Subsidiary Guarantor andGuarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that this the Subsidiary Guarantee does of the Subsidiary Guarantors not constitute a fraudulent transfer or conveyance for purposes of United States Bankruptcy CodeLaw, the U.S. Uniform Fraudulent Conveyance Act, the U.S. Uniform Fraudulent Transfer Act or any similar U.S. federal or state law or other applicable law to the extent applicable to any Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and each Subsidiary Guarantor hereby irrevocably agree that the obligations of each Subsidiary Guarantor under this Subsidiary Guarantee and this Article Ten shall will be limited to the maximum amount as that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of each Subsidiary Guarantor that are relevant under such laws, result in the obligations of such each Subsidiary Guarantor under this its Subsidiary Guarantee to not constitute constituting a fraudulent transfer or conveyance.

Limitation on Subsidiary Guarantor Liability. Each Subsidiary Guarantor andGuarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that this the Subsidiary Guarantee does of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of United States Bankruptcy CodeLaw, 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 each the Subsidiary Guarantor Guarantors hereby irrevocably agree that the obligations of each such Subsidiary Guarantor under this Subsidiary Guarantee and this Article Ten 10 shall be limited to the maximum amount as willshall, after giving effect to such maximum amount and all other contingent and fixed liabilities of each such Subsidiary Guarantor that are relevant under such laws, including, if applicable, its guarantee of all obligations under the Credit Agreement, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article 10, result in the obligations of such Subsidiary Guarantor under this its Subsidiary Guarantee to not constitute constituting a fraudulent transfer or conveyance.. ​

Limitation on Subsidiary Guarantor Liability. Each Subsidiary Guarantor andGuarantor, and by its acceptance of NotesSecurities, each Holder, hereby confirms that it is the intention of all such parties that this the Subsidiary Guarantee does of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of United States Bankruptcy CodeLaw, 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 each the Subsidiary Guarantor Guarantors hereby irrevocably agree that the obligations of each such Subsidiary Guarantor under this Subsidiary Guarantee and this Article Ten shall will be limited to the maximum amount as that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of each such Subsidiary 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 Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article 14, result in the obligations of such Subsidiary Guarantor under this its Subsidiary Guarantee to not constitute constituting a fraudulent transfer or conveyance.

Limitation on Subsidiary Guarantor Liability. Each Subsidiary Guarantor andGuarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that this the Guarantee of such Subsidiary Guarantee does Guarantor not constitute a fraudulent transfer or conveyance for purposes of United States Bankruptcy CodeLaw, 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 each the Subsidiary Guarantor Guarantors hereby irrevocably agree that the obligations of each such Subsidiary Guarantor under this Subsidiary Guarantee and this Article Ten 10 shall be limited to the maximum amount as willshall, after giving effect to such maximum amount and all other contingent and fixed liabilities of each such Subsidiary Guarantor that are relevant under such laws, including, if applicable, its guarantee of all obligations under the Senior Credit Facilities, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article 10, result in the obligations of such Subsidiary Guarantor under this Subsidiary its Guarantee to not constitute constituting a fraudulent transfer or conveyance.

Limitation on Subsidiary Guarantor Liability. Each Subsidiary Guarantor andGuarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that this the Subsidiary Guarantee does of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of United States Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any the Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and each the Subsidiary Guarantor Guarantors hereby irrevocably agree that the obligations of each such Subsidiary Guarantor under this Subsidiary Guarantee and this Article Ten 10 shall be limited to the maximum amount as willshall, after giving effect to such maximum amount and all other contingent and fixed liabilities of each such Subsidiary Guarantor that are relevant under such laws, including, if applicable, its guarantee of all obligations under the Credit Agreement, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article 10, result in the obligations of such Subsidiary Guarantor under this the Subsidiary Guarantee to not constitute constituting a fraudulent transfer or conveyance.

Limitation on Subsidiary Guarantor Liability. Each The Subsidiary Guarantor andGuarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that this the Subsidiary Guarantee does of the Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of United States Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any the Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and each the Subsidiary Guarantor hereby irrevocably agree that the obligations of each the Subsidiary Guarantor under this Subsidiary Guarantee and this Article Ten shall will be limited to the maximum amount as that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of each the Subsidiary Guarantor that are relevant under such laws, result in the obligations of such the Subsidiary Guarantor under this the Subsidiary Guarantee to not constitute constituting a fraudulent transfer or conveyance.

Limitation on Subsidiary Guarantor Liability. Each Subsidiary Guarantor andGuarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that this the Subsidiary Guarantee does of the Subsidiary Guarantors not constitute a fraudulent transfer or conveyance for purposes of United States Bankruptcy CodeLaw, the U.S. Uniform Fraudulent Conveyance Act, the U.S. Uniform Fraudulent Transfer Act or any similar U.S. federal or state law or other applicable law to the extent applicable to any Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and each Subsidiary Guarantor hereby irrevocably agree that the obligations of each Subsidiary Guarantor under this Subsidiary Guarantee and this Article Ten shall will be limited to the maximum amount as that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of each Subsidiary Guarantor that are relevant under such laws, result in the obligations of such each Subsidiary Guarantor under this its Subsidiary Guarantee to not constitute constituting a fraudulent transfer or conveyance.

Limitation on Subsidiary Guarantor Liability. Each Subsidiary Guarantor andGuarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that this the Note Guarantee of such Subsidiary Guarantee does Guarantor not constitute a fraudulent transfer or conveyance for purposes of United States Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Subsidiary Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and each the Subsidiary Guarantor Guarantors hereby irrevocably agree that the obligations of each such Subsidiary Guarantor under this Subsidiary Guarantee and this Article Ten shall will be limited to the maximum amount as that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of each such Subsidiary Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive 90 contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article 11, result in the obligations of such Subsidiary Guarantor under this Subsidiary its Note Guarantee to not constitute constituting a fraudulent transfer or conveyance.

Limitation on Subsidiary Guarantor Liability. Each Subsidiary Guarantor andGuarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that this the Subsidiary Guarantee does of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of United States applicable Bankruptcy CodeLaw, 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 each the Subsidiary Guarantor Guarantors hereby irrevocably agree that the obligations of each such Subsidiary Guarantor under this Subsidiary Guarantee and this Article Ten shall will be limited to the maximum amount as that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of each such Subsidiary 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 Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article 15, result in the obligations of such Subsidiary Guarantor under this its Subsidiary Guarantee to not constitute constituting a fraudulent transfer or conveyance.

Limitation on Subsidiary Guarantor Liability. Each Subsidiary Guarantor andGuarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that this the Subsidiary Guarantee does Guaranty of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of United States Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Subsidiary GuaranteeGuaranty. To effectuate the foregoing intention, the Trustee, the Holders and each the Subsidiary Guarantor Guarantors hereby irrevocably agree that the obligations Obligations of each such Subsidiary Guarantor under this Subsidiary Guarantee and this Article Ten 10 shall be limited to the maximum amount as willshall, after giving effect to such maximum amount and all other contingent and fixed liabilities of each such Subsidiary Guarantor that are relevant under such laws, including, if applicable, its Guarantee of all Obligations under the Senior Credit Facility, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the Obligations of such other Subsidiary Guarantor under this Article 10, result in the obligations Obligations of such Subsidiary Guarantor under this its Subsidiary Guarantee to Guaranty not constitute constituting a fraudulent transfer or conveyanceconveyance under federal or state law.

Limitation on Subsidiary Guarantor Liability. Each Subsidiary Guarantor andGuarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that this the Subsidiary Guarantee does of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of United States Bankruptcy CodeLaw, 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 each the Subsidiary Guarantor Guarantors hereby irrevocably agree that the obligations of each such Subsidiary Guarantor under this Subsidiary Guarantee and this Article Ten shall will be limited to the maximum amount as that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of each such Subsidiary 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 Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article 11, result in the obligations of such Subsidiary Guarantor under this its Subsidiary Guarantee to not constitute constituting a fraudulent transfer or conveyance.

Limitation on Subsidiary Guarantor Liability. Each Subsidiary Guarantor and, by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that this Subsidiary Guarantee does not constitute a fraudulent transfer or conveyance for purposes of the United States Bankruptcy Code, 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 each Subsidiary Guarantor hereby irrevocably agree that the obligations of each Subsidiary Guarantor under this Subsidiary Guarantee and this Article Ten shall be limited to the maximum amount as willshall, after giving effect to such maximum amount and all other contingent and fixed liabilities of each Subsidiary Guarantor that are relevant under such laws, result in the obligations of such Subsidiary Guarantor under this Subsidiary Guarantee to not constitute a fraudulent transfer or conveyance.

Limitation on Subsidiary Guarantor Liability. Each Subsidiary Guarantor andGuarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that this the Subsidiary Guarantee does of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of United States Bankruptcy CodeLaw, 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 each the Subsidiary Guarantor Guarantors hereby irrevocably agree that the obligations of each such Subsidiary Guarantor under this Subsidiary Guarantee and this Article Ten shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of each such Subsidiary 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 Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article 12, result in the obligations of such Subsidiary Guarantor under this its Subsidiary Guarantee to not constitute constituting a fraudulent transfer or conveyance.

Limitation on Subsidiary Guarantor Liability. Each Subsidiary Guarantor andGuarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that this the Subsidiary Guarantee does of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of United States Bankruptcy CodeLaw, 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 each the Subsidiary Guarantor Guarantors hereby irrevocably agree that the obligations of each such Subsidiary Guarantor under this Subsidiary Guarantee and this Article Ten shall will be limited to the maximum amount as that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of each such Subsidiary 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 Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article 13, result in the obligations of such Subsidiary Guarantor under this its Subsidiary Guarantee to not constitute constituting a fraudulent transfer or conveyance.

Limitation on Subsidiary Guarantor Liability. Each Subsidiary Guarantor andGuarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that this the Subsidiary Guarantee does of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of United States Bankruptcy CodeLaw, 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 each the Subsidiary Guarantor Guarantors hereby irrevocably agree that the obligations of each such Subsidiary Guarantor under this Subsidiary Guarantee and this Article Ten shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of each such Subsidiary 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 Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article 10, result in the obligations of such Subsidiary Guarantor under this its Subsidiary Guarantee to not constitute constituting a fraudulent transfer or conveyance.