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, hereby confirms that it is the intention of all such parties that the Guarantee by that 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 similar Federal or state law. To effectuate the foregoing intention, the Holders and such Subsidiary Guarantor hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee shall be limited to the maximum amount that, 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 or pursuant to Section 13.7, result in the obligations of that Subsidiary Guarantor under its Subsidiary Guarantee not constituting such a fraudulent transfer or conveyance under federal or state law.

Limitation of Subsidiary Guarantor's Liability. Each Guarantor that is a Subsidiary Guarantorof the Company, and by its acceptance hereof each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee by that Subsidiary such Guarantor pursuant to its Subsidiary Note Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Subsidiary Guarantor hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its Subsidiary this Note Guarantee shall be limited to the maximum amount thatwhich, 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 of, any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Note Guarantee or pursuant to Section 13.7its contribution obligations under this Article Twelve, will result in the obligations of that Subsidiary such Guarantor under its Subsidiary Note Guarantee not constituting such a fraudulent transfer or conveyance under federal or state lawconveyance.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor, and by its acceptance hereof each Holder, hereby confirms that it is the intention of all such parties that the Guarantee by that such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal any Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal federal or state law. To effectuate the foregoing intention, the Holders and such Subsidiary Guarantor hereby irrevocably agree that the obligations Guarantee Obligations of such Subsidiary Guarantor under its Subsidiary Guarantee this Article 12 shall be limited to the maximum amount thatas 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 Guarantee Obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to Section 13.7this Article 12, result in the obligations Guarantee Obligations of that such Subsidiary Guarantor under its the Subsidiary Guarantee of such Subsidiary Guarantor not constituting such a fraudulent transfer or conveyance under federal or state lawconveyance.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor, and by its acceptance hereof each Holder, hereby confirms confirm that it is the intention of all such parties that the Guarantee guarantee by that 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 similar Federal federal or state law. To effectuate the foregoing intention, the Holders and such each Subsidiary Guarantor hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee shall be limited to the maximum amount thatas 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 or pursuant to Section 13.710.05 hereof, result in the obligations of that such Subsidiary Guarantor under its Subsidiary Guarantee not constituting such a fraudulent transfer conveyance or conveyance under federal or state lawfraudulent transfer. This Section 10.04 is for the benefit of the creditors of each Subsidiary Guarantor.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary GuarantorGuarantor and, and by its acceptance hereof hereof, each Holder, hereby Holder confirms that it is the intention of all such parties that the Subsidiary Guarantee by that of 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 similar Federal federal or state lawlaw or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Trustee, the Holders and such the Subsidiary Guarantor Guarantors hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee shall be limited to the maximum amount thatthat 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 Guarantee or pursuant to Section 13.7Guarantee, result in the obligations of that such Subsidiary Guarantor under its Subsidiary Guarantee not constituting such a fraudulent transfer or conveyance under federal or state lawconveyance.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor, and by its acceptance hereof each Holder, hereby confirms that it is the intention of all such parties that the Guarantee guarantee by that such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal federal or state law. To effectuate the foregoing intention, the Holders and such Subsidiary Guarantor hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee this Article 10 shall be limited to the maximum amount thatas 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 or pursuant to Section 13.7this Article 10, result in the obligations of that such Subsidiary Guarantor under its the Subsidiary Guarantee of such Subsidiary Guarantor not constituting such a fraudulent transfer or conveyance under federal or state lawconveyance.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor, and by its acceptance hereof each Holder, hereby confirms confirm that it is the intention of all such parties that the Guarantee guarantee by that 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 similar Federal or state law. To effectuate the foregoing intention, the Holders and such each Subsidiary Guarantor hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee shall will be limited to the maximum amount thatas 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 Guarantee or pursuant to Section 13.710.4 hereof, result in the obligations of that such Subsidiary Guarantor under its Subsidiary Guarantee not constituting such a fraudulent transfer conveyance or conveyance under federal or state lawfraudulent transfer. This Section 10.3 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, Holder hereby confirms that it is the intention of all such parties that the Guarantee guarantee by that such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Subsidiary Guarantor hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its Subsidiary the Guarantee shall be limited to the maximum amount thatas 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 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 or pursuant to Section 13.711.07, result in the obligations of that such Subsidiary Guarantor under its Subsidiary the Guarantee not constituting such a fraudulent transfer or conveyance under federal or state lawconveyance.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor, Guarantor and by its acceptance hereof each Holder, hereby Holder confirms that it is the intention of all such parties that the Guarantee guarantee by that each such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal federal or state lawlaw or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Holders and each such Subsidiary Guarantor hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee shall be limited to the maximum amount thatthat will not, 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 or pursuant to this Section 13.71205, result in the obligations of that such Subsidiary Guarantor under its Subsidiary Guarantee not constituting such a fraudulent transfer or conveyance under federal or state lawconveyance.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor, and by its acceptance hereof each Holder, hereby confirms confirm that it is the intention of all such parties that the Guarantee guarantee by that 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 similar Federal federal or state law. To effectuate the foregoing intention, the Holders and such each Subsidiary Guarantor hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee shall will be limited to the maximum amount thatas 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 Guarantee or pursuant to Section 13.710.4 hereof, result in the obligations of that such Subsidiary Guarantor under its Subsidiary Guarantee not constituting such a fraudulent transfer conveyance or conveyance under federal or state lawfraudulent transfer. This Section 10.3 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, Holder hereby confirms that it is the intention of all such parties that the Guarantee guarantee by that such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Subsidiary Guarantor hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee shall be limited to the maximum amount thatas 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 or pursuant to Section 13.78.05, result in the obligations of that such Subsidiary Guarantor under its Subsidiary Guarantee not constituting such a fraudulent transfer or conveyance under federal or state lawconveyance.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor, Guarantor and by its acceptance hereof each Holder, hereby Holder confirms that it is the intention of all such parties that the Guarantee guarantee by that each Subsidiary Guarantor pursuant to its Subsidiary Note 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 similar Federal federal or state lawlaw or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Holders and such Subsidiary Guarantor hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its Subsidiary Note Guarantee shall be limited to the maximum amount thatthat will not, 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 Note Guarantee or pursuant to Section 13.71305 hereof, result in the obligations of that such Subsidiary Guarantor under its Subsidiary Note Guarantee not constituting such a fraudulent transfer or conveyance under federal or state lawconveyance.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor, and by its acceptance hereof each Holder, hereby confirms that it is the intention of all such parties that the Guarantee guarantee by that such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal federal or state law. To effectuate the foregoing intention, the Holders and such Subsidiary Guarantor hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee this Article 11 shall be limited to the maximum amount thatas 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 or pursuant to Section 13.7this Article 11, result in the obligations of that such Subsidiary Guarantor under its the Subsidiary Guarantee of such Subsidiary Guarantor not constituting such a fraudulent transfer or conveyance under federal or state lawconveyance.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor, Guarantor and by its acceptance hereof each Holder, hereby Holder confirms that it is the intention of all such parties that the Subsidiary Guarantee by that of such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal federal or state lawlaw or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Trustee, the Holders and such Subsidiary Guarantor Guarantors hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee shall be limited to the maximum amount thatthat will not, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any guarantees under the ABL 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 its Subsidiary Guarantee or pursuant to Section 13.7Guarantee, result in the obligations of that such Subsidiary Guarantor under its Subsidiary Guarantee not constituting such a fraudulent conveyance, fraudulent preference or fraudulent transfer or conveyance otherwise reviewable under federal or state applicable law.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor, and by its acceptance hereof each HolderHolder and the Trustee, hereby confirms that it is the intention of all such parties that the Guarantee guarantee by that such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of title 11 of the Federal Bankruptcy United States Code, as amended, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S. Federal or state lawor other applicable law or that the obligations of such Subsidiary Guarantor under Section 11.01 would otherwise be held or determined to be void, invalid or unenforceable on account of the amount of its liability under said Section 11. 01. To effectuate the foregoing intention, the Holders and such Subsidiary Guarantor hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its the Subsidiary Guarantee shall be limited to the maximum amount thatas 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 or pursuant to Section 13.711.05, result in the obligations of that such Subsidiary Guarantor under its the Subsidiary Guarantee not constituting such a fraudulent transfer or conveyance under federal and not being held or state lawdetermined to be void, invalid or unenforceable.

Limitation of Subsidiary Guarantor's Liability. Each New Subsidiary Guarantor, and by its acceptance hereof each HolderSecurityholder, hereby confirms that it is the intention of all such parties that the Guarantee guarantee by that such New Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, Federal Bankruptcy Codeand state fraudulent conveyance laws, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state lawother legal principles. To effectuate the foregoing intention, the Holders Securityholders and such each New Subsidiary Guarantor hereby irrevocably agree that the obligations of such New Subsidiary Guarantor under its Subsidiary Guarantee shall be limited to the maximum amount thatas will, after giving effect to all other contingent and fixed liabilities of such New 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 or pursuant to Section 13.710.05 of the Indenture, result in the obligations of that such New Subsidiary Guarantor under its the Subsidiary Guarantee not constituting such a fraudulent transfer or conveyance under federal or state law.

Limitation of Subsidiary Guarantor's Liability. Each Guarantor that is a Subsidiary Guarantorof the Company, and by its acceptance hereof each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee by that Subsidiary such Guarantor pursuant to its Subsidiary Note Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Subsidiary Guarantor hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its Subsidiary this Note Guarantee shall be limited to the maximum amount thatwhich, 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 Note Guarantee or pursuant to Section 13.7its contribution obligations under this Article Twelve, will result in the obligations of that Subsidiary such Guarantor under its Subsidiary Note Guarantee not constituting such a fraudulent transfer or conveyance under federal or state lawconveyance.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor, Guarantor and by its acceptance hereof each Holder, Holder hereby confirms that it is the intention of all such parties that the Guarantee guarantee by that such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Subsidiary Guarantor hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its the Subsidiary Guarantee shall be limited to the maximum amount thatas 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 or pursuant to Section 13.710.05, result in the obligations of that such Subsidiary Guarantor under its the Subsidiary Guarantee not constituting such a fraudulent transfer or conveyance under federal or state law.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor, Guarantor and by its acceptance hereof each Holder, hereby Holder confirms that it is the intention of all such parties that the Guarantee guarantee by that each such Subsidiary Guarantor pursuant to its Subsidiary Note Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal federal or state lawlaw or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Holders and each such Subsidiary Guarantor hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its Subsidiary Note Guarantee shall be limited to the maximum amount thatthat will not, 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 Note Guarantee or pursuant to Section 13.71305 hereof, result in the obligations of that such Subsidiary Guarantor under its Subsidiary Note Guarantee not constituting such a fraudulent transfer or conveyance under federal or state lawconveyance.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor, Guarantor and by its acceptance hereof each Holder, of the Holders hereby confirms that it is the intention of all such parties that the Guarantee guarantee by that such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal any Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Subsidiary Guarantor hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its the Subsidiary Guarantee shall be limited to the maximum amount thatas 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 or pursuant to Section 13.710.05, result in the obligations of that such Subsidiary Guarantor under its the Subsidiary Guarantee not constituting such a fraudulent transfer or conveyance under federal or state lawconveyance.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor, and by its acceptance hereof each Holder, hereby confirms confirm that it is the intention of all such parties that the Guarantee guarantee by that 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 similar Federal federal or state law. To effectuate the foregoing intention, the Holders and such each Subsidiary Guarantor hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee shall will be limited to the maximum amount thatas 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 or pursuant to Section 13.713.5 hereof, result in the obligations of that such Subsidiary Guarantor under its Subsidiary Guarantee not constituting such a fraudulent transfer conveyance or conveyance under federal or state lawfraudulent transfer. This Section 13.4 is for the benefit of the creditors of each Subsidiary Guarantor.

Limitation of Subsidiary Guarantor's Liability. Each Guarantor that is a Subsidiary Guarantorof the Company, and by its acceptance hereof each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee by that Subsidiary such Guarantor pursuant to its Subsidiary Note Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal federal or state law. To effectuate the foregoing intention, the Holders and such Subsidiary Guarantor hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its Subsidiary this Note Guarantee shall be limited to the maximum amount thatwhich, 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 of, any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Note Guarantee or pursuant to Section 13.7its contribution obligations under this Article Twelve, will result in the obligations of that Subsidiary such Guarantor under its Subsidiary Note Guarantee not constituting such a fraudulent transfer or conveyance under federal or state lawconveyance.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor, and by its acceptance hereof each Holder, hereby confirms that it is the intention of all such parties that the Guarantee guarantee by that 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 similar Federal or state law. To effectuate the foregoing intention, the Holders and such each Subsidiary Guarantor hereby irrevocably agree that the obligations of such each Subsidiary Guarantor under its Subsidiary Guarantee shall be limited to the maximum amount thatas shall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any guarantees under the Senior Credit Facility) 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 or pursuant to Section 13.79.04 of this First Supplemental Indenture, result in the obligations of that such Subsidiary Guarantor under its Subsidiary Guarantee not constituting such a fraudulent conveyance or fraudulent transfer or conveyance under federal Federal or state law. This Section 9.03 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 each Holder, hereby Holder confirms that it is the intention of all such parties that the Subsidiary Guarantee by that of such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal federal or state lawlaw or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Trustee, the Holders and such Subsidiary Guarantor Guarantors hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee shall be limited to the maximum amount thatthat will not, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any guarantees under the Senior Secured 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 its Subsidiary Guarantee or pursuant to Section 13.7Guarantee, result in the obligations of that such Subsidiary Guarantor under its Subsidiary Guarantee not constituting such a fraudulent conveyance, fraudulent preference or fraudulent transfer or conveyance otherwise reviewable under federal or state applicable law.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor, and by its acceptance hereof each Holder, hereby confirms that it is the intention of all such parties that the Guarantee by that such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal any Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal federal or state law. To effectuate the foregoing intention, the Holders and such Subsidiary Guarantor hereby irrevocably agree that the obligations Guarantee Obligations of such Subsidiary Guarantor under its Subsidiary Guarantee this Article 10 shall be limited to the maximum amount thatas shall, 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 Guarantee Obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to Section 13.7this Article 10, result in the obligations Guarantee Obligations of that such Subsidiary Guarantor under its the Subsidiary Guarantee of such Subsidiary Guarantor not constituting such a fraudulent transfer or conveyance under federal or state lawconveyance.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor, and by its acceptance hereof of a Security each HolderSecurityholder, hereby confirms that it is the intention of all such parties that the Guarantee guarantee by that such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, Federal Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act and state fraudulent conveyance laws or any similar Federal or state lawother legal principles. To effectuate the foregoing intention, the Holders Securityholders and such each Subsidiary Guarantor hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its the Subsidiary Guarantee shall be limited to the maximum amount thatas 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 or pursuant to Section 13.711.05 hereof, result in the obligations of that such Subsidiary Guarantor under its the Subsidiary Guarantee not constituting such a fraudulent transfer or conveyance under federal or state law.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor, and by its acceptance hereof each Holder, hereby confirms that it is the intention of all such parties that the Guarantee by that such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal any Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal federal or state law. To effectuate the foregoing intention, the Holders and such Subsidiary Guarantor hereby irrevocably agree that the obligations Guarantee Obligations of such Subsidiary Guarantor under its Subsidiary Guarantee this Article 12 shall be limited to the maximum amount thatas shall, 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 Guarantee Obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to Section 13.7this Article 12, result in the obligations Guarantee Obligations of that such Subsidiary Guarantor under its the Subsidiary Guarantee of such Subsidiary Guarantor not constituting such a fraudulent transfer or conveyance under federal or state lawconveyance.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor, and by its acceptance hereof each Holder, hereby confirms that it is the intention of all such parties that the Guarantee by that such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal any Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal federal or state law. To effectuate the foregoing intention, the Holders and such Subsidiary Guarantor hereby irrevocably agree that the obligations Guarantee Obligations of such Subsidiary Guarantor under its Subsidiary Guarantee this Article 10 shall be limited to the maximum amount thatas 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 Guarantee Obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to Section 13.7this Article 10, result in the obligations Guarantee Obligations of that such Subsidiary Guarantor under its the Subsidiary Guarantee of such Subsidiary Guarantor not constituting such a fraudulent transfer or conveyance under federal or state lawconveyance.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor, and by its acceptance hereof each HolderHolder and the Trustee, hereby confirms that it is the intention of all such parties that the Guarantee guarantee by that such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of title 11 of the Federal Bankruptcy United States Code, as amended, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S. Federal or state lawor other applicable law or that the obligations of such Subsidiary Guarantor under Section 11.01 would otherwise be held or determined to be void, invalid or 01. To effectuate the foregoing intention, the Holders and such Subsidiary Guarantor hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its the Subsidiary Guarantee shall be limited to the maximum amount thatas 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 or pursuant to Section 13.711.05, result in the obligations of that such Subsidiary Guarantor under its the Subsidiary Guarantee not constituting such a fraudulent transfer or conveyance under federal and not being held or state lawdetermined to be void, invalid or unenforceable.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor, and by its acceptance hereof each Holder, hereby confirms that it is the intention of all such parties that the Guarantee guarantee by that 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 similar Federal or state law. To effectuate the foregoing intention, the Holders and such each Subsidiary Guarantor hereby irrevocably agree that the obligations of such each Subsidiary Guarantor under its Subsidiary Guarantee shall be limited to the maximum amount thatas shall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any guarantees under the Senior Credit Facility) 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 or pursuant to Section 13.79.04 of this Third Supplemental Indenture, result in the obligations of that such Subsidiary Guarantor under its Subsidiary Guarantee not constituting such a fraudulent conveyance or fraudulent transfer or conveyance under federal Federal or state law. This Section 9.03 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 HolderHolder and the Trustee, hereby confirms that it is the intention of all such parties that the Guarantee guarantee by that such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of title 11 of the Federal Bankruptcy United States Code, as amended, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S. Federal or state or other applicable law. To effectuate the foregoing intention, the Holders and such Subsidiary Guarantor hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its the Subsidiary Guarantee shall be limited to the maximum amount thatas 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 or pursuant to Section 13.710.05, result in the obligations of that such Subsidiary Guarantor under its the Subsidiary Guarantee not constituting such a fraudulent transfer or conveyance under federal or state lawconveyance.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor, Guarantor and by its acceptance hereof each Holder, hereby Holder confirms that it is the intention of all such parties that the Note Guarantee by that of such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal federal or state lawlaw or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Trustee, the Holders and such Subsidiary Guarantor Guarantors hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its Subsidiary Note Guarantee shall be limited to the maximum amount thatthat will not, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any guarantees under the Senior Secured 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 its Subsidiary Guarantee or pursuant to Section 13.7Note Guarantee, result in the obligations of that such Subsidiary Guarantor under its Subsidiary Note Guarantee not constituting such a fraudulent conveyance, fraudulent preference or fraudulent transfer or conveyance otherwise reviewable under federal or state applicable law.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor, Guarantor and by its acceptance hereof each Holder, hereby Holder confirms that it is the intention of all such parties that the Guarantee guarantee by that each 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 similar Federal federal or state lawlaw or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Holders and each such Subsidiary Guarantor hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee shall be limited to the maximum amount thatthat will not, 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 Guarantor under its Guarantee or, with respect to the Subsidiary Guarantors, pursuant to Section 1305 hereof, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to Section 13.7, result in the obligations of that Subsidiary Guarantor under its Subsidiary Guarantee not constituting such a fraudulent transfer or conveyance under federal or state lawconveyance.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor, and by its acceptance hereof each Holder, hereby confirms that it is the intention of all such parties that the Guarantee by that such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal any Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal federal or state law. To effectuate the foregoing intention, the Holders and such Subsidiary Guarantor hereby irrevocably agree 89 84 that the obligations Guarantee Obligations of such Subsidiary Guarantor under its Subsidiary Guarantee this Article 10 shall be limited to the maximum amount thatas 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 Guarantee Obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to Section 13.7this Article 10, result in the obligations Guarantee Obligations of that such Subsidiary Guarantor under its the Subsidiary Guarantee of such Subsidiary Guarantor not constituting such a fraudulent transfer or conveyance under federal or state lawconveyance.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor, Guarantor and by its acceptance hereof each Holder, hereby Holder confirms that it is the intention of all such parties that the Guarantee guarantee by that such Subsidiary Guarantor pursuant to its Subsidiary Guarantee will not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal federal or state law. To effectuate the foregoing intention, the Holders and such Subsidiary Guarantor hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its Subsidiary the Guarantee shall be limited to the maximum amount thatas will, after giving effect to all other contingent and fixed liabilities (including, but not limited to, Guarantor Senior Debt of such 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 Guarantee or pursuant to Section 13.716.6, result in the obligations of that such Subsidiary Guarantor under its Subsidiary the Guarantee not constituting to constitute such a fraudulent transfer or conveyance under federal or state lawconveyance.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor, and by its acceptance hereof each Holder, hereby confirms that it is the intention of all such parties that the Guarantee by that 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 similar Federal or state law. To effectuate the foregoing intention, the Holders and such Subsidiary Guarantor hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee shall be limited to the maximum amount thatas will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections collection 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 or pursuant to Section 13.7, result in the obligations of that such Subsidiary Guarantor under its Subsidiary Guarantee not constituting such a fraudulent transfer or conveyance under federal or state lawconveyance.

Limitation of Subsidiary Guarantor's Liability. Each Guarantor that is a Subsidiary Guarantorof the Company, and by its acceptance hereof each Holder, hereby confirms that it is the intention of all such parties that the Guarantee by that Subsidiary such Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Subsidiary Guarantor hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its Subsidiary this Guarantee shall be limited to the maximum amount thatwhich, 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 Guarantee or pursuant to Section 13.7its contribution obligations under this Article Twelve, will result in the obligations of that Subsidiary such Guarantor under its Subsidiary Guarantee not constituting such a fraudulent transfer or conveyance under federal or state lawconveyance.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor, Guarantor and by its acceptance hereof each Holder, hereby Holder confirms that it is the intention of all such parties that the Guarantee guarantee by that each 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 similar Federal federal or state lawlaw or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Holders and such Subsidiary Guarantor hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee shall be limited to the maximum amount thatthat will not, 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 or pursuant to Section 13.71306 hereof, result in the obligations of that such Subsidiary Guarantor under its Subsidiary Guarantee not constituting such a fraudulent transfer or conveyance under federal or state lawconveyance.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor, and by its acceptance hereof each Holder, hereby confirms that it is the intention of all such parties that the Guarantee guarantee by that 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 similar Federal or state law. To effectuate the foregoing intention, the Holders and such each Subsidiary Guarantor hereby irrevocably agree that the obligations of such each Subsidiary Guarantor under its Subsidiary Guarantee shall be limited to the maximum amount thatas shall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any guarantees under the Senior Credit Facility) 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 or pursuant to Section 13.79.04 of this Second Supplemental Indenture, result in the obligations of that such Subsidiary Guarantor under its Subsidiary Guarantee not constituting such a fraudulent conveyance or fraudulent transfer or conveyance under federal Federal or state law. This Section 9.03 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 HolderHolder of Notes, hereby confirms that it is the intention of all such parties that the Guarantee guarantee by that such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal federal or state law. To effectuate the foregoing intention, the Holders of Notes and such each Subsidiary Guarantor hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee this Article 10 shall be limited to the maximum amount thatas 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 or pursuant to Section 13.7this Article 10, result in the obligations of that such Subsidiary Guarantor under its the Subsidiary Guarantee of such Subsidiary Guarantor not constituting such a fraudulent transfer or conveyance under federal or state lawconveyance.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor, Guarantor and by its acceptance hereof each Holder, Holder hereby confirms that it is the intention of all such parties that the Guarantee guarantee by that such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Subsidiary Guarantor hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its the Subsidiary Guarantee shall be limited to the maximum amount thatas 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 or pursuant to Section 13.710.5, result in the obligations of that such Subsidiary Guarantor under its the Subsidiary Guarantee not constituting such a fraudulent transfer or conveyance under federal or state law.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor, Guarantor and by its acceptance hereof each Holder, Holder hereby confirms that it is the intention of all such parties that the Guarantee guarantee by that such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal federal or state law. To effectuate the foregoing intention, the Holders and such Subsidiary Guarantor hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its Subsidiary the Guarantee shall be limited to the maximum amount thatas 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 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 or pursuant to Section 13.711.7, result in the obligations of that such Subsidiary Guarantor under its Subsidiary the Guarantee not constituting such a fraudulent transfer or conveyance under federal or state law.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor, Guarantor and by its acceptance hereof each Holder, hereby Holder confirms that it is the intention of all such parties that the Subsidiary Guarantee by that of such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal federal or state lawlaw or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Trustee, the Holders and such Subsidiary Guarantor Guarantors hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee shall be limited to the maximum amount thatthat will not, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any guarantees under the Amended 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 its Subsidiary Guarantee or pursuant to Section 13.7Guarantee, result in the obligations of that such Subsidiary Guarantor under its Subsidiary Guarantee not constituting such a fraudulent conveyance, fraudulent preference or fraudulent transfer or conveyance otherwise reviewable under federal or state applicable law.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor, and by its acceptance hereof each HolderHolder and the Trustee, hereby confirms that it is the intention of all such parties that the Guarantee guarantee by that such Subsidiary Guarantor pursuant to its Subsidiary Guarantee Guaranty not constitute a fraudulent transfer or conveyance for purposes of title 11 of the Federal Bankruptcy United States Code, as amended, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S. Federal or state or other applicable law. To effectuate the foregoing intention, the Holders and such each Subsidiary Guarantor hereby irrevocably agree that the obligations of such each Subsidiary Guarantor under its Subsidiary Guarantee Guaranty shall be limited to the maximum amount thatas 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 Guarantee Guaranty or pursuant to Section 13.711.05, result in the obligations of that such Subsidiary Guarantor under its Subsidiary Guarantee Guaranty not constituting such a fraudulent transfer or conveyance under federal or state lawconveyance.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor, and by its acceptance hereof each Holder, hereby confirms that it is the intention of all such parties that the Guarantee by that 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 similar Federal federal or state law. To effectuate the foregoing intention, the Holders and such Subsidiary Guarantor hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee shall be limited to the maximum amount that, 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 or pursuant to Section 13.7, result in the obligations of that Subsidiary Guarantor under its Subsidiary Guarantee not constituting such a fraudulent transfer or conveyance under federal or state law.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary GuarantorGuarantor and, and by its acceptance hereof hereof, each Holder, of the Holders hereby confirms that it is the intention of all such parties that the Guarantee guarantee by that such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal any Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Subsidiary Guarantor hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its the Subsidiary Guarantee shall be limited to the maximum amount thatas shall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and and, to the extent permitted by applicable Law, 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 or pursuant to Section 13.79.04, result in the obligations of that such Subsidiary Guarantor under its the Subsidiary Guarantee not constituting such a fraudulent transfer or conveyance under federal or state lawconveyance.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor, and by its acceptance hereof each Holder, hereby confirms confirm that it is the intention of all such parties that the Guarantee guarantee by that 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 similar Federal federal or state law. To effectuate the foregoing intention, the Holders and such each Subsidiary Guarantor hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee shall be limited to the maximum amount thatas 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 Guarantee or pursuant to Section 13.713.5 hereof, result in the obligations of that such Subsidiary Guarantor under its Subsidiary Guarantee not constituting such a fraudulent transfer conveyance or conveyance under federal or state lawfraudulent transfer. 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, hereby confirms confirm that it is the intention of all such parties that the Guarantee guarantee by that 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 similar Federal federal or state law. To effectuate the foregoing intention, the Holders and such each Subsidiary Guarantor hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee shall be limited to the maximum amount thatas 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 or pursuant to Section 13.713.5 hereof, result in the obligations of that such Subsidiary Guarantor under its Subsidiary Guarantee not constituting such a fraudulent transfer conveyance or conveyance under federal or state lawfraudulent transfer. This Section 13.4 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, hereby Holder confirms that it is the intention of all such parties that the Guarantee guarantee by that each Subsidiary Guarantor pursuant to its Subsidiary Note Guarantee not constitute a fraudulent transfer or conveyance for purposes 103 of the Federal Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal federal or state lawlaw or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Holders and such Subsidiary Guarantor hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its Subsidiary Note Guarantee shall be limited to the maximum amount thatthat will not, 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 Note Guarantee or pursuant to this Section 13.71305 hereof, result in the obligations of that such Subsidiary Guarantor under its Subsidiary Note Guarantee not constituting such a fraudulent transfer or conveyance under federal or state lawconveyance.

Limitation of Subsidiary Guarantor's Liability. Each Guarantor that is a Subsidiary Guarantorof the Company, and by its acceptance hereof each Holder, hereby confirms that it is the intention of all such parties that the Guarantee by that Subsidiary such Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Subsidiary Guarantor hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its Subsidiary this Guarantee shall be limited to the maximum amount thatas 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 Guarantee or pursuant to Section 13.7Guarantee, result in the obligations of that Subsidiary such Guarantor under its Subsidiary the Guarantee not constituting such a fraudulent transfer or conveyance under federal or state law.conveyance. [signatures on following pages]

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor, and by its acceptance hereof of a Security each HolderSecurityholder, hereby confirms that it is the intention of all such parties that the Guarantee guarantee by that such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, Federal Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act and state fraudulent conveyance laws or any similar Federal or state lawother legal principles. To effectuate the foregoing intention, the Holders Securityholders and such each Subsidiary Guarantor hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its the Subsidiary Guarantee shall be limited to the maximum amount thatas 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 or pursuant to Section 13.710.05 hereof, result in the obligations of that such Subsidiary Guarantor under its the Subsidiary Guarantee not constituting such a fraudulent transfer or conveyance under federal or state law.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor, Guarantor and by its acceptance hereof each Holder, hereby Holder confirms that it is the intention of all such parties that the Guarantee guarantee by that each Subsidiary Guarantor 107 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 similar Federal federal or state lawlaw or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Holders and such Subsidiary Guarantor hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee shall be limited to the maximum amount thatthat will not, 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 or pursuant to Section 13.71306 hereof, result in the obligations of that such Subsidiary Guarantor under its Subsidiary Guarantee not constituting such a fraudulent transfer or conveyance under federal or state lawconveyance.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor, Guarantor and by its acceptance hereof each Holder, hereby Holder confirms that it is the intention of all such parties that the Guarantee guarantee by that each such Subsidiary Guarantor pursuant to its Subsidiary Note Guarantee shall not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal federal or state lawlaw or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Holders and each such Subsidiary Guarantor hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its Subsidiary Note Guarantee shall be limited to the maximum amount thatthat will not, 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 Note Guarantee or pursuant to Section 13.71305 hereof, result in the obligations of that such Subsidiary Guarantor under its Subsidiary Note Guarantee not constituting such a fraudulent transfer or conveyance under federal or state lawconveyance.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor, Guarantor and by its acceptance hereof each Holder, Holder hereby confirms that it is the intention of all such parties that the Guarantee by that such Subsidiary Guarantor pursuant to its Subsidiary Note Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and each such Subsidiary Guarantor hereby irrevocably agree that the obligations Obligations of such Subsidiary Guarantor under its Subsidiary Note Guarantee shall be limited to the maximum amount thatas will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Obligations under the Credit Facility) 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 Note Guarantee or pursuant to Section 13.711.6, result in the obligations Obligations of that such Subsidiary Guarantor under its Subsidiary Note Guarantee not constituting such a fraudulent transfer or conveyance under federal or state lawconveyance.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor, Guarantor and by its acceptance hereof each Holder, hereby Holder confirms that it is the intention of all such parties that the Subsidiary Guarantee by that of such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal federal or state lawlaw or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Trustee, the Holders and such Subsidiary Guarantor Guarantors hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee shall be limited to the maximum amount thatthat will not, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any guarantees under the Senior Secured 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 its Subsidiary Guarantee or pursuant to Section 13.7Guarantee, result in the obligations of that such Subsidiary Guarantor under its Subsidiary Guarantee not constituting such a fraudulent conveyance, fraudulent preference or fraudulent transfer or conveyance otherwise reviewable under federal or state applicable law.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor, and by its acceptance hereof each HolderHolder and the Trustee, hereby confirms that it is the intention of all such parties that the Guarantee by that such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of title 11 of the Federal Bankruptcy United States Code, as amended, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S. Federal or state or other applicable law. To effectuate the foregoing intention, the Holders and such each Subsidiary Guarantor hereby irrevocably agree that the obligations of such each Subsidiary Guarantor under its Subsidiary Guarantee shall be limited to the maximum amount thatas 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 Guarantee or pursuant to Section 13.711.05, result in the obligations of that such Subsidiary Guarantor under its Subsidiary Guarantee not constituting such a fraudulent transfer or conveyance under federal or state lawconveyance.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor, and by its acceptance hereof each Holder, hereby confirms that it is the intention of all such parties that the Guarantee guarantee by that such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal federal or state law. To effectuate the foregoing intention, the Holders and such Subsidiary Guarantor hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee this Article Thirteen shall be limited to the maximum amount thatas 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 or pursuant to Section 13.7this Article Thirteen, result in the obligations of that such Subsidiary Guarantor under its the Subsidiary Guarantee of such Subsidiary Guarantor not constituting such a fraudulent transfer or conveyance under federal or state lawconveyance.

Limitation of Subsidiary Guarantor's Liability. (a) Each Subsidiary Guarantor, Guarantor and by its acceptance hereof each Holder, hereby Holder confirms that it is the intention of all such parties that the Note Guarantee by that of such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal federal or state lawlaw or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Trustee, the Holders and such Subsidiary Guarantor Guarantors hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its Subsidiary Note Guarantee shall be limited to the maximum amount thatthat will not, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any guarantees 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 its Subsidiary Guarantee or pursuant to Section 13.7Note Guarantee, result in the obligations of that such Subsidiary Guarantor under its Subsidiary Note Guarantee not constituting such a fraudulent conveyance, fraudulent preference or fraudulent transfer or conveyance otherwise reviewable under federal or state applicable law.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor, and by its acceptance hereof each Holder, hereby confirms confirm that it is the intention of all such parties that the Guarantee guarantee by that 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 similar Federal federal or state law. To effectuate the foregoing intention, the Holders and such each Subsidiary Guarantor hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee shall be limited to the maximum amount thatas 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 or pursuant to Section 13.713.5 hereof, result in the obligations of that such Subsidiary Guarantor under its Subsidiary Guarantee not constituting such a fraudulent transfer conveyance or conveyance under federal or state law.fraudulent transfer. This Section 13.4 is for the benefit of the creditors of each Subsidiary Guarantor. 87 102

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor, Guarantor and by its acceptance hereof each Holder, hereby Holder confirms that it is the intention of all such parties that the Note Guarantee by that of such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal federal or state lawlaw or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Trustee, the Holders and such Subsidiary Guarantor Guarantors hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its Subsidiary Note Guarantee shall be limited to the maximum amount thatthat will not, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any guarantees under the Senior Secured 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 its Subsidiary Guarantee or pursuant to Section 13.7Note Guarantee, result in the obligations of that such Subsidiary Guarantor under its Subsidiary Note Guarantee not constituting such a fraudulent conveyance, fraudulent preference or fraudulent transfer or conveyance otherwise reviewable under federal or state applicable law.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor, Guarantor and by its acceptance hereof each Holder, Holder hereby confirms that it is the intention of all such parties that the Guarantee by that such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and each such Subsidiary Guarantor hereby irrevocably agree that the obligations Obligations of such Subsidiary Guarantor under its Subsidiary Guarantee shall be limited to the maximum amount thatas will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Obligations under the Credit Facility) 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 or pursuant to Section 13.711.6, result in the obligations Obligations of that such Subsidiary Guarantor under its Subsidiary Guarantee not constituting such a fraudulent transfer or conveyance under federal or state lawconveyance.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor, and by its acceptance hereof each HolderHolder and the Trustee, hereby confirms that it is the intention of all such parties that the Guarantee by that Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the Federal Bankruptcy United States Code, as amended, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal U.S. federal or state or other applicable law. To effectuate the foregoing intention, the Holders and such each Subsidiary Guarantor hereby irrevocably agree that the obligations of such each Subsidiary Guarantor under its the Subsidiary Guarantee shall be limited to the maximum amount thatas 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 or pursuant to Section 13.710.4, result in the obligations of that such Subsidiary Guarantor under its Subsidiary Guarantee not constituting such a fraudulent transfer or conveyance under federal or state lawconveyance.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor, and by its acceptance hereof each Holder, hereby confirms confirm that it is the intention of all such parties that the Guarantee guarantee by that 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 similar Federal federal or state law. To effectuate the foregoing intention, the Holders and such each Subsidiary Guarantor hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee shall will be limited to the maximum amount thatas will, after giving effect to all other contingent and fixed liabilities (including, but not limited to, Senior Indebtedness of a 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 Guarantee or pursuant to Section 13.710.4 hereof, result in the obligations of that such Subsidiary Guarantor under its Subsidiary Guarantee not constituting such a fraudulent transfer conveyance or conveyance under federal or state lawfraudulent transfer. This Section 10.3 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 the Lenders hereby confirms that it is the intention of all such parties that the Guarantee guarantee by that such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal any Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders Lenders and such Subsidiary Guarantor hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its Subsidiary the Guarantee shall be limited to the maximum amount thatas 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 or pursuant to Section 13.710.7, result in the obligations of that such Subsidiary Guarantor under its Subsidiary the Guarantee not constituting such a fraudulent transfer or conveyance under federal or state lawconveyance.