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

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor and by its acceptance hereof each Holder of Securities hereby confirms that it is the intention of all such parties that the guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of any federal, state or foreign law. To effectuate the foregoing intention, the Holders of Securities and each Subsidiary Guarantor hereby irrevocably agree that the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee, result in the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, state or foreign law.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor Guarantor, and by its acceptance hereof each Holder of Securities Holder, hereby confirms confirm that it is the intention of all such parties that the guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any federal, similar federal or state or foreign law. To effectuate the foregoing intention, the Holders of Securities and each Subsidiary Guarantor hereby irrevocably agree that the obligations of each such Subsidiary Guarantor under its Subsidiary Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary GuaranteeGuarantee or pursuant to Section 12.5 hereof, result in the obligations of such Subsidiary Guarantor under the its Subsidiary Guarantee not constituting such a fraudulent conveyance or fraudulent transfer under federal, state or foreign lawtransfer. This Section 12.4 is for the benefit of the creditors of each Subsidiary Guarantor.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor Guarantor, and by its acceptance hereof each Holder of Securities Holder, hereby confirms that it is the intention of all such parties that the guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of any federal, state or foreign law. To effectuate the foregoing intention, the Holders of Securities and each Subsidiary Guarantor hereby irrevocably agree that the obligations of each Subsidiary Guarantor under its Subsidiary the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary GuaranteeGuarantee or pursuant to Section 10.06, result in the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, state or foreign law.. This

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor shall confirm, and by its acceptance hereof each Holder of Securities hereby confirms confirms, that it is the intention of all such parties that the guarantee Guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of any federal, federal or state or foreign law. To effectuate the foregoing intention, the Holders of Securities hereby irrevocably agree, and each Subsidiary Guarantor hereby shall irrevocably agree agree, that the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities (including, but not limited to, Guarantor Senior Indebtedness) of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary GuaranteeGuarantee or pursuant to Section 12.5 hereof, result in the obligations of such Subsidiary Guarantor under the its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, federal or state or foreign law. This Section 12.4 is for the benefit of the creditors of each Subsidiary Guarantor.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor and by its acceptance hereof each Holder of Securities hereby confirms that it is the intention of all such parties that the guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of any federal, state or foreign law. To effectuate the foregoing intention, the Holders of Securities and each Subsidiary Guarantor hereby irrevocably agree that the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary GuaranteeGuarantee or pursuant to Section 11.06, result in the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, state or foreign law.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor and by its acceptance hereof each Holder of Securities hereby confirms that it is the intention of all such parties that the guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of any federal, state or foreign law. To effectuate the foregoing intention, the Holders of Securities and each Subsidiary Guarantor hereby irrevocably agree that the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary GuaranteeGuarantee or pursuant to Section 11.03, result in the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, state or foreign law.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor and by its acceptance hereof each Holder of Securities holder hereby confirms that it is the intention of all such parties that the guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of any federal, federal or state or foreign law. To effectuate the foregoing intention, the Holders of Securities holders and each Subsidiary Guarantor hereby irrevocably agree that the obligations of each such Subsidiary Guarantor under its Subsidiary the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary GuaranteeGuarantee or pursuant to Section 15.4, result in the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, federal or state or foreign law. This Section 15.3 is for the benefit of the creditors of each Subsidiary Guarantor.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor Guarantor, and by its acceptance hereof each Holder of Securities Notes, hereby confirms that it is the intention of all such parties that the guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee 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 federal, similar federal or state or foreign law. To effectuate the foregoing intention, the Holders of Securities Notes and each Subsidiary Guarantor hereby irrevocably agree that the obligations of each such Subsidiary Guarantor under its Subsidiary Guarantee this Article 7 shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guaranteethis Article 7, result in the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee of such Subsidiary Guarantor not constituting a fraudulent conveyance transfer or fraudulent transfer under federal, state or foreign lawconveyance.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor Guarantor, and by its acceptance hereof each Holder of Securities Holder, hereby confirms confirm that it is the intention of all such parties that the guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any federal, similar federal or state or foreign law. To effectuate the foregoing intention, the Holders of Securities and each Subsidiary Guarantor hereby irrevocably agree that the obligations of each such Subsidiary Guarantor under its Subsidiary Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary GuaranteeGuarantee hereof, result in the obligations of such Subsidiary Guarantor under the its Subsidiary Guarantee not constituting such a fraudulent conveyance or fraudulent transfer under federal, state or foreign lawtransfer. This Section 10.04 is for the benefit of the creditors of each Subsidiary Guarantor.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor shall confirm, and by its acceptance hereof each Holder of Securities hereby confirms confirms, that it is the intention of all such parties that the guarantee Guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of any federal, federal or state or foreign law. To effectuate the foregoing intention, the Holders of Securities hereby irrevocably agree, and each Subsidiary Guarantor hereby shall irrevocably agree agree, that the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary GuaranteeGuarantee or pursuant to Section 14.5 hereof, result in the obligations of such Subsidiary Guarantor under the its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, federal or state or foreign law. This Section 14.4 is for the benefit of the creditors of each Subsidiary Guarantor.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor and by its acceptance hereof each Holder of Securities hereby confirms that it is the intention of all such parties that the guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee 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 federal, similar Federal or state or foreign law. To effectuate the foregoing intention, the Holders of Securities and each such Subsidiary Guarantor hereby irrevocably agree that the obligations Obligations of each such Subsidiary Guarantor under its Subsidiary Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary GuaranteeGuarantee or pursuant to Section 11.07, result in the obligations Obligations of such Subsidiary Guarantor under the Subsidiary its Guarantee not constituting a fraudulent conveyance or such fraudulent transfer under federal, state or foreign lawconveyance.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor Guarantor, and by its acceptance hereof each Holder of Securities Holder, hereby confirms that it is the intention of all such parties that the guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee 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 federal, similar federal or state or foreign law. To effectuate the foregoing intention, the Holders of Securities and each such Subsidiary Guarantor hereby irrevocably agree that the obligations of each such Subsidiary Guarantor under its Subsidiary Guarantee this Article 12 shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed of the liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary GuaranteeGuarantor, result in the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee of such Subsidiary Guarantor not constituting a fraudulent conveyance transfer or fraudulent transfer under federal, state or foreign lawconveyance.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor and by its acceptance hereof each Holder of Securities Noteholder hereby confirms that it is the intention of all such parties that the guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee set forth in this Indenture not constitute a fraudulent transfer or conveyance for purposes of any federal, federal or state or foreign law. To effectuate the foregoing intention, the Holders of Securities Noteholders and each Subsidiary Guarantor hereby irrevocably agree that the obligations of each such Subsidiary Guarantor under its Subsidiary Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary GuaranteeGuarantee set forth in this Indenture or pursuant to Section 17.04, result in the obligations of such Subsidiary Guarantor under the Subsidiary such Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, federal or state or foreign law. This Section 17.03 is for the benefit of the Noteholders.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor Guarantor, and by its acceptance hereof each Holder of Securities Holder, hereby confirms that it is the intention of all such parties that the guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of any federal, state or foreign law. To effectuate the foregoing intention, the Holders of Securities and each such Subsidiary Guarantor hereby irrevocably agree that the obligations of each such Subsidiary Guarantor under its Subsidiary Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary GuaranteeGuarantor, result in the obligations of such Subsidiary Guarantor under the its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, state or foreign law.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor Guarantor, and by its acceptance hereof each Holder of Securities Holder, hereby confirms that it is the intention of all such parties that the guarantee Guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of any federal, federal or state or foreign law. To effectuate the foregoing intention, the Holders of Securities and each Subsidiary Guarantor hereby irrevocably agree that the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities (including, but not limited to, Guarantor Senior Indebtedness) of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary GuaranteeGuarantee or pursuant to Section 13.5 hereof, result in the obligations of such Subsidiary Guarantor under the its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, federal or state or foreign law. This Section 13.4 is for the benefit of the creditors of each Subsidiary Guarantor.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor and by its acceptance hereof each Holder of Securities holder hereby confirms that it is the intention of all such parties that the guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee set forth in this Indenture not constitute a fraudulent transfer or conveyance for purposes of any federal, federal or state or foreign law. To effectuate the foregoing intention, the Holders of Securities holders and each Subsidiary Guarantor hereby irrevocably agree that the obligations of each such Subsidiary Guarantor under its Subsidiary this Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary GuaranteeGuarantee set forth in this Indenture or pursuant to Section 16.4, result in the obligations of such Subsidiary Guarantor under the Subsidiary such Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, federal or state or foreign law. This Section 16.3 is for the benefit of the creditors of each Subsidiary Guarantor.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor Guarantor, and by its acceptance hereof each Holder of Securities Holder, hereby confirms that it is the intention of all such parties that the guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of any federal, state or foreign law. To effectuate the foregoing intention, the Holders of Securities and each Subsidiary Guarantor hereby irrevocably agree that the obligations of each Subsidiary Guarantor under its Subsidiary the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary GuaranteeGuarantee or pursuant to Section 14.06, result in the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, state or foreign law.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor and and, by its acceptance hereof hereof, each Holder of Securities the Holders hereby confirms that it is the intention of all such parties that the guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of any federalBankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state or foreign law. To effectuate the foregoing intention, the Holders of Securities and each such Subsidiary Guarantor hereby irrevocably agree that the obligations of each such Subsidiary Guarantor under its Subsidiary the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary GuaranteeGuarantee or pursuant to Section 10.05, result in the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee not constituting a fraudulent conveyance or such fraudulent transfer under federal, state or foreign lawconveyance.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor and by its acceptance hereof each Holder of Securities beneficiary hereof, hereby confirms that it is the intention of all such parties that the guarantee Subsidiary Guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of any federal, federal or state or foreign law. To effectuate the foregoing intention, the Holders of Securities each such beneficiary and each Subsidiary Guarantor hereby irrevocably agree that the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities (including, but not limited to, Guarantor Senior Indebtedness of each Subsidiary Guarantor) of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary GuaranteeGuarantee or pursuant to Section 10.05, result in the obligations of such Subsidiary Guarantor under the its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, federal or state or foreign law.. This

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor Guarantor, and by its acceptance hereof each Holder of Securities Holder, hereby confirms that it is the intention of all such parties that the guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of any federal, federal or state or foreign law. To effectuate the foregoing intention, the Holders of Securities and each Subsidiary Guarantor hereby irrevocably agree that the obligations of each Subsidiary Guarantor under its Subsidiary the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary GuaranteeGuarantee or pursuant to Section 10.6, result in the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, federal or state or foreign law.. This

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor and and, by its acceptance hereof hereof, each Holder of Securities the Holders hereby confirms that it is the intention of all such parties that the guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of any federalBankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state or foreign law. To effectuate the foregoing intention, the Holders of Securities and each such Subsidiary Guarantor hereby irrevocably agree that the obligations of each such Subsidiary Guarantor under its Subsidiary the Guarantee shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary GuaranteeGuarantee or pursuant to Section 10.04 hereof, result in the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee not constituting a fraudulent conveyance or such fraudulent transfer under federal, state or foreign lawconveyance.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor and by its acceptance hereof each Holder of Securities hereby confirms that it is the intention of all such parties that the guarantee by Note Guarantee of such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any federal, similar federal or state law or foreign lawthe provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Trustee, the Holders of Securities and each Subsidiary Guarantor Guarantors hereby irrevocably agree that the obligations of each such Subsidiary Guarantor under its Subsidiary Note Guarantee shall be limited to the maximum amount as willthat will not, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor 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 its Subsidiary Note Guarantee, result in the obligations of such Subsidiary Guarantor under the Subsidiary its Note Guarantee not constituting a fraudulent conveyance transfer or fraudulent transfer under federal, state or foreign lawconveyance.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor and by its acceptance hereof each Holder of Securities the Lenders hereby confirms that it is the intention of all such parties that the guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of any federalBankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state or foreign law. To effectuate the foregoing intention, the Holders of Securities Lenders and each such Subsidiary Guarantor hereby irrevocably agree that the obligations of each such Subsidiary Guarantor under its Subsidiary the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary GuaranteeGuarantee or pursuant to Section 10.6, result in the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee not constituting a fraudulent conveyance or such fraudulent transfer under federal, state or foreign lawconveyance.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor and by its acceptance hereof each Holder of Securities hereby confirms that it is the intention of all such parties that the guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of any federal, federal or state or foreign law. To effectuate the foregoing intention, the Holders of Securities and each Subsidiary Guarantor hereby irrevocably agree that the obligations of each Subsidiary Guarantor under its Subsidiary the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities (including, but not limited to, Guarantor Senior Indebtedness of each Subsidiary Guarantor) of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary GuaranteeGuarantee or pursuant to Section 11.05, result in the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, federal or state or foreign law.. This

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor and by its acceptance hereof each Holder of Securities hereby confirms that it is the intention of all such parties that the guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of any federal, state or foreign law. To effectuate the foregoing intention, the Holders of Securities and each Subsidiary Guarantor hereby irrevocably agree that the obligations of each Subsidiary Guarantor under its Subsidiary the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary GuaranteeGuarantee or pursuant to Section 12.06, result in the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, state or foreign law.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor and by its acceptance hereof each Holder of Securities hereby confirms that it is the intention of all such parties that the guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee 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 federal, similar Federal or state or foreign law. To effectuate the foregoing intention, the Holders of Securities and each such Subsidiary Guarantor hereby irrevocably agree that the obligations of each such Subsidiary Guarantor under its the Subsidiary Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee, result in the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, state or foreign law.pursuant to

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor and and, by its acceptance hereof hereof, each Holder of Securities hereby confirms that it is the intention of all such parties that the guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee 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 federal, similar Federal or state or foreign law. To effectuate the foregoing intention, the Holders of Securities and each Subsidiary such Guarantor hereby irrevocably agree that the obligations of each Subsidiary such Guarantor under its Subsidiary the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, but not limited to, the Guarantor Senior Indebtedness of such Guarantor) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary GuaranteeGuarantee or pursuant to Section 11.07, result in the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee not constituting a fraudulent conveyance or such fraudulent transfer under federal, state or foreign lawconveyance.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor and by its acceptance hereof each Holder of the Securities of any series guaranteed by the Subsidiary Guarantors hereby confirms that it is the intention of all such parties that the guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee set forth in this Indenture not constitute a fraudulent transfer or conveyance for purposes of any federal, federal or state or foreign law. To effectuate the foregoing intention, the such Holders of Securities and each Subsidiary Guarantor hereby irrevocably agree that the obligations of each such Subsidiary Guarantor under its Subsidiary this Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary GuaranteeGuarantee set forth in this Indenture or pursuant to Section 1104, result in the obligations of such Subsidiary Guarantor under the Subsidiary such Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, federal or state or foreign law. This Section 1103 is for the benefit of the creditors of each Subsidiary Guarantor.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor Guarantor, and by its acceptance hereof each Holder of Securities Holder, hereby confirms that it is the intention of all such parties that the guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of any federal, federal or state or foreign law. To effectuate the foregoing intention, the Holders of Securities and each Subsidiary Guarantor hereby irrevocably agree that the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee shall be limited to the such maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary GuaranteeGuarantee or pursuant to Section 1504, result in the obligations of such Subsidiary Guarantor under the its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, federal or state or foreign law.

Limitation of Subsidiary Guarantor's Liability. Each The Subsidiary Guarantor and by its acceptance hereof each Holder of Securities hereby confirms that it is the intention of all such parties that the guarantee by such the Subsidiary Guarantor pursuant to its Subsidiary the Security Guarantee not constitute a fraudulent transfer or conveyance for purposes of any federalBankruptcy Law, the Uniform Fraudulent Conveyance Act the Uniform Fraudulent Conveyance Act or any similar federal or state law or foreign lawthe provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Holders of Securities and each the Subsidiary Guarantor hereby irrevocably agree that the obligations of each the Subsidiary Guarantor under its Subsidiary the Security Guarantee shall be limited to the maximum amount as willthat will not, after giving effect to all other contingent and fixed liabilities of such the Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee, result in the obligations of such the Subsidiary Guarantor under the Subsidiary Security Guarantee not constituting a fraudulent conveyance or such fraudulent transfer under federal, state or foreign lawconveyance.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor and by its acceptance hereof each Holder of Securities Noteholder hereby confirms that it is the intention of all such parties that the guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Note Guarantee not constitute a fraudulent transfer or conveyance for purposes of any federalthe Bankruptcy Law, Federal and state fraudulent conveyance laws or foreign lawother legal principles. To effectuate the foregoing intention, the Holders of Securities Noteholders and each Subsidiary Guarantor hereby irrevocably agree that the obligations of each such Subsidiary Guarantor under its Subsidiary the Note Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary GuaranteeNote Guarantee or pursuant to Section 10.05 hereof, result in the obligations of such Subsidiary Guarantor under the Subsidiary Note Guarantee not constituting a fraudulent conveyance or such fraudulent transfer or conveyance under federal, federal or state or foreign law.

Limitation of Subsidiary Guarantor's Liability. Each By becoming a Subsidiary Guarantor each Subsidiary Guarantor shall be deemed to confirm, and by its acceptance hereof of any Note, each Holder of Securities hereby confirms shall be deemed to confirm, that it is the intention of all such parties their intentions that the guarantee by Subsidiary Guarantee of such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of any federal, federal or state or foreign law. To effectuate the foregoing intention, the Holders of Securities and each Subsidiary Guarantor hereby irrevocably agree that the obligations of each Subsidiary Guarantor under its this Subsidiary Guarantee shall be limited to the maximum amount as willamount, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary GuaranteeGuarantee or pursuant to Section 21.5, as will result in the obligations of such Subsidiary Guarantor under the this Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, federal or state or foreign law. This Section 21.4 is for the benefit of the creditors of each Subsidiary Guarantor.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor Guarantor, and by its acceptance hereof each Holder of Securities Holder, hereby confirms that it is the intention of all such parties that the guarantee Security Guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Security Guarantee not constitute a fraudulent transfer or conveyance for purposes of any federalBankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state or foreign law. To effectuate the foregoing intention, the Holders of Securities and each Subsidiary such Guarantor hereby irrevocably agree that the obligations of each Subsidiary such Guarantor under its Subsidiary this Security Guarantee shall be limited to the maximum amount as willwhich, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor Guarantor, and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary GuaranteeSecurity Guarantee or pursuant to its contribution obligations under this Article Thirteen, shall result in the obligations of such Subsidiary Guarantor under the Subsidiary its Security Guarantee not constituting a fraudulent conveyance or such fraudulent transfer under federal, state or foreign lawconveyance.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor Guarantor, and by its acceptance hereof each Holder of Securities Holder, hereby confirms that it is the intention of all such parties that the guarantee Guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or fraudulent conveyance for purposes of any federal, state or foreign law. To effectuate the foregoing intention, the Holders of Securities and each Subsidiary Guarantor hereby irrevocably agree that the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities (including, but not limited to, Guarantor Senior Indebtedness) of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary GuaranteeGuarantee or pursuant to Section 13.5 hereof, result in the obligations of such Subsidiary Guarantor under the its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, state or foreign law. This Section 13.4 is for the benefit of the creditors of each Subsidiary Guarantor.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor and by its acceptance hereof each Holder of Securities hereby confirms that it is the intention of all such parties that the guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee set forth in this Indenture not constitute a fraudulent transfer or conveyance for purposes of any federal, federal or state or foreign law. To effectuate the foregoing intention, the Holders of Securities and each Subsidiary Guarantor hereby irrevocably agree that the obligations of each such Subsidiary Guarantor under its Subsidiary this Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary GuaranteeGuarantee set forth in this Indenture or pursuant to Section 10.04, result in the obligations of such Subsidiary Guarantor under the Subsidiary such Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, federal or state or foreign law. This Section 10.03 is for the benefit of the creditors of each Subsidiary Guarantor.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor Guarantor, and by its acceptance hereof and of the Notes, each Holder of Securities and the Trustee hereby confirms that it is the intention of all such parties that the guarantee Note Guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Note Guarantee not constitute a fraudulent transfer or conveyance for purposes of title 11 of the United States Code, as amended, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any federal, similar U.S. federal or state or foreign other applicable law. To effectuate the foregoing intention, the Trustee, the Holders of Securities and each Subsidiary Guarantor hereby irrevocably agree that the obligations of each such Subsidiary Guarantor under its Subsidiary Note Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including any Senior Indebtedness incurred after the Issue Date) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary GuaranteeNote Guarantee or pursuant to Section 17.05, result in the obligations of such Subsidiary Guarantor under the Subsidiary its Note Guarantee not constituting such a fraudulent conveyance transfer or fraudulent transfer under federal, state or foreign lawconveyance.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor and by its acceptance hereof each Holder of Securities Noteholder hereby confirms that it is the intention of all such parties that the guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of any federalthe Bankruptcy Law, Federal and state fraudulent conveyance laws or foreign lawother legal principles. To effectuate the foregoing intention, the Holders of Securities Noteholders and each Subsidiary Guarantor hereby irrevocably agree that the obligations of each such Subsidiary Guarantor under its the Subsidiary Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary GuaranteeGuarantee or pursuant to Section 10.05 hereof, result in the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee not constituting a fraudulent conveyance or such fraudulent transfer or conveyance under federal, federal or state or foreign law.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor and by its acceptance hereof each Holder of Securities Securityholder hereby confirms that it is the intention of all such parties that the guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of any federalthe Bankruptcy Law, Federal and state fraudulent conveyance laws or foreign lawother legal principles. To effectuate the foregoing intention, the Holders of Securities Securityholders and each Subsidiary Guarantor hereby irrevocably agree that the obligations of each such Subsidiary Guarantor under its the Subsidiary Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary GuaranteeGuarantee or pursuant to Section 10.05 hereof, result in the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee not constituting a fraudulent conveyance or such fraudulent transfer or conveyance under federal, federal or state or foreign law.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor and by its acceptance hereof each Holder of Securities Securityholder hereby confirms that it is the intention of all such parties that the guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of any federalthe Bankruptcy Code, Federal and state fraudulent conveyance laws or foreign lawother legal principles. To effectuate the foregoing intention, the Holders of Securities Securityholders and each Subsidiary Guarantor hereby irrevocably agree that the obligations of each such Subsidiary Guarantor under its the Subsidiary Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary GuaranteeGuarantee or pursuant to Section 11.05 hereof, result in the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee not constituting a fraudulent conveyance or such fraudulent transfer or conveyance under federal, federal or state or foreign law.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor and by its acceptance hereof each Holder of Securities hereby confirms that it is the intention of all such parties that the guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of any federal, state or foreign law. To effectuate the foregoing intention, the Holders of Securities and each Subsidiary Guarantor hereby irrevocably agree that the obligations of each Subsidiary Guarantor under its Subsidiary the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary GuaranteeGuarantee or pursuant to Section 11.06, result in the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, state or foreign law.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor and by its acceptance hereof each Holder of Securities hereby confirms that it is the intention of all such parties that the guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of any federal, state or foreign lawlaw or a prohibited distribution to shareholders under the laws of the State of Tennessee. To effectuate the foregoing intention, the Holders of Securities and each Subsidiary Guarantor hereby irrevocably agree that the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary GuaranteeGuarantee or pursuant to Section 11.03, result in the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, state or foreign lawlaw or a prohibited distribution to shareholders under the laws of the State of Tennessee.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor and by its acceptance hereof each Holder of Securities hereby confirms that it is the intention of all such parties that the guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of any federal, state or foreign law. To effectuate the foregoing intention, . the Holders of Securities and each Subsidiary Guarantor hereby irrevocably agree that the obligations of each Subsidiary Guarantor under its Subsidiary the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary GuaranteeGuarantee or pursuant to Section 11.06, result in the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, state or foreign law.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor and by its acceptance hereof each Holder of Securities hereby confirms that it is the its intention of all such parties that the guarantee guaranty by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee this Guaranty not constitute a fraudulent transfer or of conveyance for purposes of any federal, state or foreign law. To effectuate the foregoing intention, the Holders of Securities and each Subsidiary Guarantor hereby irrevocably agree agrees that the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee this Guaranty shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guaranteethis Guaranty, result in the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee this Guaranty not constituting a fraudulent conveyance or fraudulent transfer under federal, state or foreign law.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor and by its acceptance hereof each Holder of Securities the Lenders hereby confirms that it is the intention of all such parties that the guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of any federalBankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state or foreign law. To effectuate the foregoing intention, the Holders of Securities Lenders and each such Subsidiary Guarantor hereby irrevocably agree that the obligations of each such Subsidiary Guarantor under its Subsidiary the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary GuaranteeGuarantee or pursuant to Section 9.7, result in the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee not constituting a fraudulent conveyance or such fraudulent transfer under federal, state or foreign lawconveyance.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor ---------------------------------------------- Guarantor, and by its acceptance hereof each Holder of Securities Holder, hereby confirms that it is the intention of all such parties that the guarantee Security Guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Security Guarantee not constitute a fraudulent transfer or conveyance for purposes of any federalBankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state or foreign law. To effectuate the foregoing intention, the Holders of Securities and each Subsidiary such Guarantor hereby irrevocably agree that the obligations of each Subsidiary such Guarantor under its Subsidiary this Security Guarantee shall be limited to the maximum amount as willwhich, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor Guarantor, and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary GuaranteeSecurity Guarantee or pursuant to its contribution obligations under this Article Thirteen, shall result in the obligations of such Subsidiary Guarantor under the Subsidiary its Security Guarantee not constituting a fraudulent conveyance or such fraudulent transfer under federal, state or foreign lawconveyance.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor and by its acceptance hereof each Holder of Securities hereby confirms that it is the intention of all such parties that the guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of any federal, federal or state or foreign law. To effectuate the foregoing intention, the Holders of Securities and each Subsidiary Guarantor hereby irrevocably agree that the obligations of each Subsidiary Guarantor under its Subsidiary the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary GuaranteeGuarantee or pursuant to Section 11.5, result in the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, federal or state or foreign law. This Section 11.4 is for the benefit of the creditors of each Subsidiary Guarantor.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor Guarantor, and by its acceptance hereof each Holder of Securities Holder, hereby confirms that it is the intention of all such parties that the guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of any federal, state or foreign law. To effectuate the foregoing intention, the Holders of Securities and [[NYCORP:2552346v6:4259b:11/07/05--10:59 p]] each Subsidiary Guarantor hereby irrevocably agree that the obligations of each Subsidiary Guarantor under its Subsidiary the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary GuaranteeGuarantee or pursuant to Section 11.06, result in the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, state or foreign law. This Section 11.05 is for the benefit of the creditors of each Subsidiary Guarantor, and, for purposes of applicable fraudulent transfer and fraudulent conveyance law, any Indebtedness of a Subsidiary Guarantor pursuant to Credit Facilities shall be deemed to have been incurred prior to the incurrence by such Subsidiary Guarantor of its liability under the Guarantee.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor Guarantor, and by its acceptance hereof and of the Notes, each Holder of Securities and the Trustee hereby confirms that it is the intention of all such parties that the guarantee Note Guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Note Guarantee not constitute a fraudulent transfer or conveyance for purposes of title 11 of the United States Code, as amended, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any federal, similar U.S. federal or state or foreign other applicable law. To effectuate the foregoing intention, the Trustee, the Holders of Securities and each Subsidiary Guarantor hereby irrevocably agree that the obligations of each such Subsidiary Guarantor under its Subsidiary Note Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including any Senior Indebtedness incurred after the Issue Date) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary GuaranteeNote Guarantee or pursuant to Section 11.05, result in the obligations of such Subsidiary Guarantor under the Subsidiary its Note Guarantee not constituting such a fraudulent conveyance transfer or fraudulent transfer under federal, state or foreign lawconveyance.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor and by its acceptance hereof each Holder of Securities the Lenders hereby confirms that it is the intention of all such parties that the guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of any federalBankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state or foreign law. To effectuate the foregoing intention, the Holders of Securities Lenders and each such Subsidiary Guarantor hereby irrevocably agree that the obligations of each such Subsidiary Guarantor under its Subsidiary the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, but not limited to, the Subsidiary Guarantor Senior Indebtedness of such Subsidiary Guarantor) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee, result in the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, state or foreign law.of

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor and by its acceptance hereof each Holder of Securities Noteholder hereby confirms that it is the intention of all such parties that the guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of any federalthe Bankruptcy Law, Federal and state fraudulent conveyance laws or foreign lawother legal principles. To effectuate the foregoing intention, the Holders of Securities Noteholders and each Subsidiary Guarantor hereby irrevocably agree that the obligations of each such Subsidiary Guarantor under its the Subsidiary Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary GuaranteeGuarantee or pursuant to Section 11.05 hereof, result in the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee not constituting a fraudulent conveyance or such fraudulent transfer or conveyance under federal, federal or state or foreign law.