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, the Trustee and each Holder hereby confirm that it is its intention that the Note Guarantee of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, each such Person hereby irrevocably agrees that the obligation of such Subsidiary Guarantor under its Note Guarantee under this Article XII shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other (contingent or other) liabilities of such Subsidiary Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article XII, result in the obligations of such Subsidiary Guarantor in respect of such maximum amount not constituting a fraudulent transfer or conveyance under said laws. The Trustee and each Holder by accepting the benefits hereof, confirms its intention that, in the event of a bankruptcy, reorganization or other similar proceeding of the Company or any Subsidiary Guarantor in which concurrent claims are made upon such Subsidiary Guarantor hereunder, to the extent such claims will not be fully satisfied, each such claimant with a valid claim against the Company shall be entitled to a ratable share of all payments by such Subsidiary Guarantor in respect of such concurrent claims.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor andGuarantor, and by its acceptance hereofhereof each Holder, the Trustee and each Holder hereby confirm confirms that it is its the intention of all such parties that the Note Guarantee of guarantee by such Subsidiary Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Lawany federal, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act state or any similar federal or state law to the extent applicable to any Note Guaranteeforeign law. To effectuate the foregoing intention, the Holders and each such Person Subsidiary Guarantor hereby irrevocably agrees agree that the obligation obligations of such each Subsidiary Guarantor under its Note the Guarantee under this Article XII shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other (contingent or other) and fixed liabilities of such Subsidiary Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article XIIits Guarantee or pursuant to Section 10.06, result in the obligations of such Subsidiary Guarantor in respect of such maximum amount under the Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, state or foreign law. This Section 10.05 is for the benefit of the creditors of each Subsidiary Guarantor, and, for purposes of applicable fraudulent transfer and fraudulent conveyance under said laws. The Trustee and each Holder by accepting the benefits hereoflaw, confirms its intention that, in the event any Indebtedness of a bankruptcy, reorganization or other similar proceeding of the Company or any Subsidiary Guarantor in which concurrent claims are made upon such Subsidiary Guarantor hereunder, pursuant to Credit Facilities shall be deemed to have been incurred prior to the extent such claims will not be fully satisfied, each such claimant with a valid claim against the Company shall be entitled to a ratable share of all payments incurrence by such Subsidiary Guarantor in respect of such concurrent claimsits liability under the Guarantee.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor and, and by its acceptance hereof, the Trustee and hereof each Holder hereby confirm confirms that it is its the intention of all such parties that the Note Subsidiary Guarantee of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law or the provisions of its local law relating to the extent applicable to any Note Guaranteefraudulent transfer or conveyance. To effectuate the foregoing intention, each such Person the Trustee, the Holders and Subsidiary Guarantors hereby irrevocably agrees agree that the obligation obligations of such Subsidiary Guarantor under its Note Subsidiary Guarantee under this Article XII shall be limited to the maximum amount as willthat will not, after giving effect to such maximum amount and all other (contingent or other) and fixed liabilities of such Subsidiary Guarantor that are relevant (including, without limitation, any guarantees under such laws, the Revolving Credit Agreement) and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article XIIits Subsidiary Guarantee, result in the obligations of such Subsidiary Guarantor in respect of such maximum amount not under its Subsidiary Guarantee constituting a fraudulent conveyance, fraudulent preference or fraudulent transfer or conveyance otherwise reviewable under said laws. The Trustee and each Holder by accepting the benefits hereof, confirms its intention that, in the event of a bankruptcy, reorganization or other similar proceeding of the Company or any Subsidiary Guarantor in which concurrent claims are made upon such Subsidiary Guarantor hereunder, to the extent such claims will not be fully satisfied, each such claimant with a valid claim against the Company shall be entitled to a ratable share of all payments by such Subsidiary Guarantor in respect of such concurrent claimsapplicable law.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor andGuarantor, and by its acceptance hereofof Notes, the Trustee and each Holder hereby confirm confirms that it is its the intention of all such parties that the Note Subsidiary Guarantee of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note GuaranteeSubsidiary Guarantee or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Trustee, the Holders and each such Person Subsidiary Guarantor hereby irrevocably agrees agree that the obligation obligations of such Subsidiary Guarantor under its Note Subsidiary Guarantee under this Article XII shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other (contingent or other) and fixed liabilities of such Subsidiary Guarantor that are relevant under such laws, laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article XIITwelve, result in the obligations of such Subsidiary Guarantor in respect of such maximum amount under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer or conveyance under said laws. The Trustee and each Holder by accepting the benefits hereof, confirms its intention that, in the event of a bankruptcy, reorganization or other similar proceeding of the Company or any Subsidiary Guarantor in which concurrent claims are made upon such Subsidiary Guarantor hereunder, to the extent such claims will not be fully satisfied, each such claimant with a valid claim against the Company shall be entitled to a ratable share of all payments by such Subsidiary Guarantor in respect of such concurrent claimsapplicable law.

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

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor andGuarantor, and by its acceptance hereofhereof each Holder, the Trustee and each Holder hereby confirm confirms that it is its the intention of all such parties that the Note Guarantee of guarantee by such Subsidiary Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Lawany federal, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act state or any similar federal or state law to the extent applicable to any Note Guaranteeforeign law. To effectuate the foregoing intention, the Holders and each such Person Subsidiary Guarantor hereby irrevocably agrees agree that the obligation obligations of such each Subsidiary Guarantor under its Note the Guarantee under this Article XII shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other (contingent or other) and fixed liabilities of such Subsidiary Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article XIIits Guarantee or pursuant to Section 11.06, result in the obligations of such Subsidiary Guarantor in respect of such maximum amount under the 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 under said laws. The Trustee and each Holder by accepting the benefits hereoflaw, confirms its intention that, in the event any Indebtedness of a bankruptcy, reorganization or other similar proceeding of the Company or any Subsidiary Guarantor in which concurrent claims are made upon such Subsidiary Guarantor hereunder, pursuant to Credit Facilities shall be deemed to have been incurred prior to the extent such claims will not be fully satisfied, each such claimant with a valid claim against the Company shall be entitled to a ratable share of all payments incurrence by such Subsidiary Guarantor in respect of such concurrent claimsits liability under the Guarantee.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor andGuarantor, and by its acceptance hereofhereof each Holder, the Trustee and each Holder hereby confirm confirms that it is its the intention of all such parties that the Note Guarantee of guarantee by such Subsidiary Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Lawany federal, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act state or any similar federal or state law to the extent applicable to any Note Guaranteeforeign law. To effectuate the foregoing intention, the Holders and each such Person Subsidiary Guarantor hereby irrevocably agrees agree that the obligation obligations of such each Subsidiary Guarantor under its Note the Guarantee under this Article XII shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other (contingent or other) and fixed liabilities of such Subsidiary Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article XIIits Guarantee or pursuant to Section 10.07, result in the obligations of such Subsidiary Guarantor in respect of such maximum amount under the Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, state or foreign law. This Section 10.06 is for the benefit of the creditors of each Subsidiary Guarantor, and, for purposes of applicable fraudulent transfer and fraudulent conveyance under said laws. The Trustee and each Holder by accepting the benefits hereoflaw, confirms its intention that, in the event any Indebtedness of a bankruptcy, reorganization or other similar proceeding of the Company or any Subsidiary Guarantor in which concurrent claims are made upon such Subsidiary Guarantor hereunder, pursuant to Credit Facilities shall be deemed to have been incurred prior to the extent such claims will not be fully satisfied, each such claimant with a valid claim against the Company shall be entitled to a ratable share of all payments incurrence by such Subsidiary Guarantor in respect of such concurrent claimsits liability under the Guarantee.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor and, and by its acceptance hereof, the Trustee and hereof each Holder hereby confirm confirms that it is its the intention of all such parties that the Note Guarantee of guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Lawany federal, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act state or any similar federal or state law to the extent applicable to any Note Guaranteeforeign law. To effectuate the foregoing intention, the Holders and each such Person Subsidiary Guarantor hereby irrevocably agrees agree that the obligation obligations of such each Subsidiary Guarantor under its Note Subsidiary Guarantee under this Article XII shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other (contingent or other) and fixed liabilities of such Subsidiary Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article XIIits Subsidiary Guarantee or pursuant to Section 1503, result in the obligations of such Subsidiary Guarantor in respect of such maximum amount under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, state or conveyance under said lawsforeign law. The Trustee Holders and each Holder by accepting Warren NGL hereby agree that the benefits hereof, confirms liability of Warren NGL under its intention that, in the event of a bankruptcy, reorganization or other similar proceeding of the Company or ful▇ ▇▇▇ unconditional Subsidiary Guarantee shall ▇▇▇ ▇t any Subsidiary Guarantor in which concurrent claims are made upon such Subsidiary Guarantor hereunder, time exceed an amount equal to the extent such claims will not be fully satisfiedmaximum amount that Warren NGL can guarantee without violating the terms and provisions of ▇▇ ▇▇using a default under the Indenture dated September 9, each such claimant with a valid claim against 1993 between Warren NGL (formerly known as Trident NGL, Inc.) and Ameritrust Texas ▇▇▇▇▇▇al Association, as Trustee, relating to $65,000,000 in Senior Subordinated Notes due 2001 or the Company shall be entitled to a ratable share Indenture dated April 15, 1993 between Warren NGL (formerly known as Trident NGL, Inc.) and the First Nationa▇ ▇▇▇▇ of all payments by such Subsidiary Guarantor in respect of such concurrent claimsBoston, as Trustee, for $105,000,000 Subordinated Notes due 2003.

Limitation of Subsidiary Guarantor's Liability. Each For purposes of this Article 10 and any Guarantee of the Notes by a Subsidiary Guarantor andGuarantor, by its acceptance hereof, each Subsidiary Guarantor's liability will be that amount from time to time equal to the Trustee and each Holder hereby confirm that it is its intention that the Note Guarantee aggregate liability of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Lawhereunder and thereunder, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, each such Person hereby irrevocably agrees that the obligation of such Subsidiary Guarantor under its Note Guarantee under this Article XII but shall be limited to the maximum lesser of (i) the aggregate amount of the obligations of the Issuers under the Notes and this Indenture or (ii) the amount, if any, which would not have (A) rendered such Subsidiary Guarantor "insolvent" (as willsuch term is defined in the federal Bankruptcy Code and in the Debtor and Creditor Law of the State of New York) or (B) left it with unreasonably small capital at the time its Guarantee of the Notes was entered into, after giving effect to the incurrence of existing Indebtedness immediately prior to such maximum time; provided that, it shall be a presumption in any lawsuit or other proceeding in which a Subsidiary Guarantor is a party that the amount and all other guaranteed pursuant to the Guarantee of the Notes is the amount set forth in clause (contingent i) above unless any creditor, or other) liabilities representative of creditors of such Subsidiary Guarantor, or debtor in possession or trustee in bankruptcy of the Subsidiary Guarantor, otherwise proves in such a lawsuit that the aggregate liability of the Subsidiary Guarantor is limited to the amount set forth in clause (ii). In making any determination as to the solvency or sufficiency of capital of a Subsidiary Guarantor in accordance with the previous sentence, the right of such Subsidiary Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of other Subsidiary Guarantors and any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article XII, result in the obligations of rights such Subsidiary Guarantor in respect of such maximum amount not constituting a fraudulent transfer may have, contractual or conveyance under said laws. The Trustee and each Holder by accepting the benefits hereofotherwise, confirms its intention that, in the event of a bankruptcy, reorganization or other similar proceeding of the Company or any Subsidiary Guarantor in which concurrent claims are made upon such Subsidiary Guarantor hereunder, to the extent such claims will not be fully satisfied, each such claimant with a valid claim against the Company shall be entitled to a ratable share of all payments by such Subsidiary Guarantor in respect of such concurrent claimstaken into account.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor andGuarantor, and by its acceptance hereofhereof each Holder, the Trustee and each Holder hereby confirm that it is its the intention of all such parties that the Note Guarantee of guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy LawCode, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guaranteelaw. To effectuate the foregoing intention, the Holders and each such Person Subsidiary Guarantor hereby irrevocably agrees agree that the obligation obligations of such Subsidiary Guarantor under its Note Subsidiary Guarantee under this Article XII shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities (contingent or otherincluding, but not limited to, Guarantor Senior Indebtedness) liabilities of such Subsidiary Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article XIIits Subsidiary Guarantee or pursuant to Section 13.5 hereof, result in the obligations of such Subsidiary Guarantor in respect of such maximum amount under its Subsidiary Guarantee not constituting such a fraudulent transfer conveyance or conveyance under said lawsfraudulent transfer. The Trustee and This Section 13.4 is for the benefit of the creditors of each Holder by accepting Subsidiary Guarantor, and, for purposes of the benefits hereofFederal Bankruptcy Code, confirms its intention thatthe Uniform Fraudulent Conveyance Act, in the event Uniform Fraudulent Transfer Act any each other similar federal or state law, any Indebtedness of a bankruptcy, reorganization or other similar proceeding of the Company or any Subsidiary Guarantor in which concurrent claims are made upon such Subsidiary Guarantor hereunder, incurred from time to time pursuant to the extent such claims will not be fully satisfied, each such claimant with a valid claim against the Company Credit Facility shall be entitled deemed to a ratable share of all payments have been incurred prior to the incurrence by such Subsidiary Guarantor in respect of such concurrent claimsliability under its Subsidiary Guarantee.

Limitation of Subsidiary Guarantor's Liability. (a) Each Subsidiary Guarantor and, and by its acceptance hereof, the Trustee and each Holder beneficiary hereof, hereby confirm that it is its intention that the Note Subsidiary Guarantee of by such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guaranteeof the Subsidiary Guarantees. To effectuate the foregoing intention, each such Person hereby irrevocably agrees that the obligation obligations of such Subsidiary Guarantor under its Note Subsidiary Guarantee under this Article XII ARTICLE 10 shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other (contingent or other) and fixed liabilities of such Subsidiary Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Article XIIIndenture, result in the obligations of such Subsidiary Guarantor in respect of such maximum amount under the Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. (b) For purposes of such limitations and the applicable fraudulent conveyance laws, any indebtedness of a Subsidiary Guarantor incurred from time to time pursuant to a Permitted Bank Credit Facility and secured by a perfected Lien on the assets of such Subsidiary Guarantor (assuming, for purposes of such determination, that the incurrence of any such indebtedness and the granting of any such security interest did not violate any such fraudulent conveyance laws) shall be deemed, to the extent of the value of the assets subject to such Lien, to have been incurred prior to the incurrence by such Subsidiary Guarantor of liability under said laws. The Trustee and each Holder its Subsidiary Guarantee. (c) Each beneficiary under the Subsidiary Guarantees, by accepting the benefits hereof, confirms its intention that, in the event of a bankruptcy, reorganization or other similar proceeding of the Company or any Subsidiary Guarantor in which concurrent claims are made upon such Subsidiary Guarantor hereunder, to the extent such claims will not be fully satisfied, each such claimant with a valid claim against the Company shall be entitled to a ratable share of all payments by such Subsidiary Guarantor in respect of such concurrent claims.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor andGuarantor, and by its acceptance hereofof Notes, the Trustee and each Holder hereby confirm confirms that it is its the intention of all such parties that the Note Notes Guarantee of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note GuaranteeNotes Guarantee or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Trustee, the Holders and each such Person Subsidiary Guarantor hereby irrevocably agrees agree that the obligation obligations of such Subsidiary Guarantor under its Note Notes Guarantee under this Article XII shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other (contingent or other) and fixed liabilities of such Subsidiary Guarantor that are relevant under such laws, laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article XIITwelve, result in the obligations of such Subsidiary Guarantor in respect of such maximum amount under its Notes Guarantee not constituting a fraudulent conveyance or fraudulent transfer or conveyance under said laws. The Trustee and each Holder by accepting the benefits hereof, confirms its intention that, in the event of a bankruptcy, reorganization or other similar proceeding of the Company or any Subsidiary Guarantor in which concurrent claims are made upon such Subsidiary Guarantor hereunder, to the extent such claims will not be fully satisfied, each such claimant with a valid claim against the Company shall be entitled to a ratable share of all payments by such Subsidiary Guarantor in respect of such concurrent claimsapplicable law.

Limitation of Subsidiary Guarantor's Liability. Each Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the obligations guaranteed hereunder by any Subsidiary Guarantor andshall not exceed the maximum amount that can be hereby guaranteed without rendering this Indenture, by its acceptance hereof, the Trustee and each Holder hereby confirm that as it is its intention that the Note Guarantee of relates to such Subsidiary Guarantor not constitute a Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or conveyance for purposes similar laws affecting the rights of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guaranteecreditors generally. To effectuate the foregoing intention, the obligations of each such Person hereby irrevocably agrees that the obligation of such Subsidiary Guarantor under its Note Guarantee under this Article XII shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other (contingent or other) and fixed liabilities of such Subsidiary Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from contributions from, or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article XIIits Subsidiary Guarantee or pursuant to its contribution obligations hereunder, result in the obligations of such Subsidiary Guarantor in respect of such maximum amount under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer or conveyance under said lawsany applicable law. The Trustee and each Holder by accepting the benefits hereof, confirms its intention that, in the event of a bankruptcy, reorganization or other similar proceeding of the Company or any Each Subsidiary Guarantor in which concurrent claims are made upon such that makes a payment or distribution under a Subsidiary Guarantor hereunder, to the extent such claims will not be fully satisfied, each such claimant with a valid claim against the Company Guarantee shall be entitled to a ratable share of all payments by such contribution from each other Subsidiary Guarantor in respect so long as the exercise of such concurrent claimsright does not impair the rights of the Holders under the Subsidiary Guarantees.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor and, and by its acceptance hereof, the Trustee and hereof each Holder hereby confirm confirms that it is its the intention of all such parties that the Note Subsidiary Guarantee of such Subsidiary Guarantor not constitute a prohibited distribution, fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law or the provisions of its local law relating to the extent applicable to any Note Guaranteefraudulent transfer or conveyance. To effectuate the foregoing intention, each such Person the Trustee, the Holders and Subsidiary Guarantors hereby irrevocably agrees agree that the obligation obligations of such Subsidiary Guarantor under its Note Subsidiary Guarantee under this Article XII shall be limited to the maximum amount as willthat will not, after giving effect to such maximum amount and all other (contingent or other) and fixed liabilities of such Subsidiary Guarantor that are relevant (including, without limitation, any guarantees under such laws, the Revolving Credit Agreement) and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article XIIits Subsidiary Guarantee, result in the obligations of such Subsidiary Guarantor in respect of such maximum amount not under its Subsidiary Guarantee constituting a prohibited distribution, fraudulent conveyance, fraudulent preference or fraudulent transfer or conveyance otherwise reviewable under said laws. The Trustee and each Holder by accepting the benefits hereof, confirms its intention that, in the event of a bankruptcy, reorganization or other similar proceeding of the Company or any Subsidiary Guarantor in which concurrent claims are made upon such Subsidiary Guarantor hereunder, to the extent such claims will not be fully satisfied, each such claimant with a valid claim against the Company shall be entitled to a ratable share of all payments by such Subsidiary Guarantor in respect of such concurrent claimsapplicable law.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor andGuarantor, and by its acceptance hereofhereof each Holder, the Trustee and each Holder hereby confirm confirms that it is its the intention of all such parties that the Note Guarantee of guarantee by such Subsidiary Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Lawany federal, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act state or any similar federal or state law to the extent applicable to any Note Guaranteeforeign law. To effectuate the foregoing intention, the Holders and each such Person Subsidiary Guarantor hereby irrevocably agrees agree that the obligation obligations of such each Subsidiary Guarantor under its Note the Guarantee under this Article XII shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other (contingent or other) and fixed liabilities of such Subsidiary Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article XIIits Guarantee or pursuant to Section 10.06, result in the obligations of such Subsidiary Guarantor in respect of such maximum amount under the Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, state or foreign law. This Section 10.05 is for the benefit of the creditors of each Subsidiary Guarantor, and, for purposes of applicable fraudulent transfer and fraudulent conveyance under said laws. The Trustee and each Holder by accepting the benefits hereoflaw, confirms its intention that, in the event any Indebtedness of a bankruptcy, reorganization or other similar proceeding of the Company or any Subsidiary Guarantor in which concurrent claims are made upon such Subsidiary Guarantor hereunder, pursuant to Credit Facilities shall be deemed to have been incurred prior to the extent such claims will not be fully satisfied, each such claimant with a valid claim against the Company shall be entitled to a ratable share of all payments incurrence by such Subsidiary Guarantor in respect of such concurrent claims.its liability under the Guarantee. [[NYCORP:2551417v7:3642W:11/08/05--03:56 p]]

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor andGuarantor, and by its acceptance hereofhereof each Holder, the Trustee and each Holder hereby confirm confirms that it is its the intention of all such parties that the Note Guarantee of guarantee by such Subsidiary Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Lawany federal, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act state or any similar federal or state law to the extent applicable to any Note Guaranteenon-United States law. To effectuate the foregoing intention, the Holders and each such Person Subsidiary Guarantor hereby irrevocably agrees agree that the obligation obligations of such each Subsidiary Guarantor under its Note the Guarantee under this Article XII shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other (contingent or other) and fixed liabilities of such Subsidiary Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article XIIits Guarantee or pursuant to Section 10.06, result in the obligations of such Subsidiary Guarantor in respect of such maximum amount under the Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, state or non-United States law. This Section 10.05 is for the benefit of the creditors of each Subsidiary Guarantor, and, for purposes of applicable fraudulent transfer and fraudulent conveyance under said laws. The Trustee and each Holder by accepting the benefits hereoflaw, confirms its intention that, in the event any Indebtedness of a bankruptcy, reorganization or other similar proceeding of the Company or any Subsidiary Guarantor in which concurrent claims are made upon such Subsidiary Guarantor hereunder, pursuant to Credit Facilities shall be deemed to have been incurred prior to the extent such claims will not be fully satisfied, each such claimant with a valid claim against the Company shall be entitled to a ratable share of all payments incurrence by such Subsidiary Guarantor in respect of such concurrent claimsits liability under the Guarantee.

Limitation of Subsidiary Guarantor's Liability. Each U.S. Subsidiary Guarantor and, by its acceptance hereof, the Trustee and each Holder hereof, hereby confirm confirms that it is its their intention that the Note Subsidiary Guarantee of by such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy LawTitle 11 of the U.S. Code, the U.S. Uniform Fraudulent Conveyance Act, the U.S. Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guaranteethe Subsidiary Guarantees. To effectuate the foregoing intention, each such Person hereby irrevocably agrees that the obligation Obligation of such Subsidiary Guarantor under its Note Subsidiary Guarantee under this Article XII X shall be limited to the maximum amount as willshall, after giving effect to such maximum amount and all other (contingent or otherotherwise) liabilities of such Subsidiary Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or of such Subsidiary Guarantor pursuant to any agreement providing for an equitable contribution among such Subsidiary Guarantor and other Affiliates of the Company of payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of guarantees by such other Subsidiary Guarantor under this Article XIIparties, result in the obligations Obligations of such Subsidiary Guarantor in respect of such maximum amount not constituting a fraudulent transfer or conveyance under said lawsconveyance. The Trustee and each Holder Each Holder, by accepting the benefits hereof, confirms its intention that, in the event of a bankruptcy, reorganization or other similar proceeding of the Company or any Subsidiary Guarantor in which concurrent claims are made upon such Subsidiary Guarantor hereunder, to the extent such claims will shall not be fully satisfied, each such claimant with a valid claim against the Company shall be entitled to a ratable share of all payments by such Subsidiary Guarantor in respect of such concurrent claims. Each Subsidiary Guarantor shall also comply with whitewash procedures, and/or any similar enactments or procedures in any applicable jurisdiction required to (i) validly authorize, execute or deliver a Subsidiary Guarantee or (ii) have a Subsidiary Guarantee be enforceable, including in relation to the execution of the notation of Subsidiary Guarantee and the payment of amounts due under the Subsidiary Guarantee.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor andGuarantor, and by its acceptance hereofhereof each Holder, the Trustee and each Holder hereby confirm confirms that it is its the intention of all such parties that the Note Guarantee of guarantee by such Subsidiary Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Lawany federal, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act state or any similar federal or state law to the extent applicable to any Note Guaranteeforeign law. To effectuate the foregoing intention, the Holders and each such Person Subsidiary Guarantor hereby irrevocably agrees agree that the obligation obligations of such each Subsidiary Guarantor under its Note the Guarantee under this Article XII shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other (contingent or other) and fixed liabilities of such Subsidiary Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article XIIits Guarantee or pursuant to Section 13.06, result in the obligations of such Subsidiary Guarantor in respect of such maximum amount under the Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, state or foreign law. This Section 13.05 is for the benefit of the creditors of each Subsidiary Guarantor, and, for purposes of applicable fraudulent transfer and fraudulent conveyance under said laws. The Trustee and each Holder by accepting the benefits hereoflaw, confirms its intention that, in the event any Indebtedness of a bankruptcy, reorganization or other similar proceeding of the Company or any Subsidiary Guarantor in which concurrent claims are made upon such Subsidiary Guarantor hereunder, pursuant to Credit Facilities shall be deemed to have been incurred prior to the extent such claims will not be fully satisfied, each such claimant with a valid claim against the Company shall be entitled to a ratable share of all payments incurrence by such Subsidiary Guarantor in respect of such concurrent claimsits liability under the Guarantee.

Limitation of Subsidiary Guarantor's Liability. (a) Each Subsidiary Guarantor and, and by its acceptance hereof, the Trustee and each Holder beneficiary hereof, hereby confirm that it is its intention that the Note Subsidiary Guarantee of by such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guaranteeof the Subsidiary Guarantees. To effectuate the foregoing intention, each such Person hereby irrevocably agrees that the obligation obligations of such Subsidiary Guarantor under its Note Subsidiary Guarantee under this Article XII 10 shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other (contingent or other) and fixed liabilities of such Subsidiary Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Article XIIIndenture, result in the obligations of such Subsidiary Guarantor in respect of such maximum amount under the Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. (b) For purposes of such limitations and the applicable fraudulent conveyance laws, any indebtedness of a Subsidiary Guarantor incurred from time to time pursuant to a Permitted Bank Credit Facility and secured by a perfected Lien on the assets of such Subsidiary Guarantor (assuming, for purposes of such determination, that the incurrence of any such indebtedness and the granting of any such security interest did not violate any such fraudulent conveyance laws) shall be deemed, to the extent of the value of the assets subject to such Lien, to have been incurred prior to the incurrence by such Subsidiary Guarantor of liability under said laws. The Trustee and each Holder its Subsidiary Guarantee. (c) Each beneficiary under the Subsidiary Guarantees, by accepting the benefits hereof, confirms its intention that, in the event of a bankruptcy, reorganization or other similar proceeding of the Company or any Subsidiary Guarantor in which concurrent claims are made upon such Subsidiary Guarantor hereunder, to the extent such claims will not be fully satisfied, each such claimant with a valid claim against the Company shall be entitled to a ratable share of all payments by such Subsidiary Guarantor in respect of such concurrent claims.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor and, and by its acceptance hereof, the Trustee and hereof each Holder hereby confirm confirms that it is its the intention of all such parties that the Note Guarantee of guarantee by each such Subsidiary Guarantor pursuant to its 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 similar federal or state law or the provisions of its local law relating to the extent applicable to any Note Guaranteefraudulent transfer or conveyance. To effectuate the foregoing intention, the Holders and each such Person Subsidiary Guarantor hereby irrevocably agrees agree that the obligation obligations of such Subsidiary Guarantor under its Note Guarantee under shall be limited in accordance with any applicable local law limitations including such limitations indicated in Appendix 2 as may be supplemented pursuant to a supplemental indenture in accordance with this Article XII Indenture, and shall be limited to the maximum amount as willthat will not, after giving effect to such maximum amount and all other (contingent or other) and fixed liabilities of such Subsidiary Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Guarantee or pursuant to this Article XIISection 1204, result in the obligations of such Subsidiary Guarantor in respect of under its Guarantee constituting such maximum amount not constituting a fraudulent transfer or conveyance under said laws. The Trustee and each Holder by accepting the benefits hereof, confirms its intention that, in the event of a bankruptcy, reorganization or other similar proceeding of the Company or any Subsidiary Guarantor in which concurrent claims are made upon such Subsidiary Guarantor hereunder, to the extent such claims will not be fully satisfied, each such claimant with a valid claim against the Company shall be entitled to a ratable share of all payments by such Subsidiary Guarantor in respect of such concurrent claimsconveyance.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor andGuarantor, if any, and by its acceptance hereof, the Trustee and hereof each Holder hereby confirm confirms that it is its the intention of all such parties that the Note Subsidiary Guarantee of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law or the provisions of its local law relating to the extent applicable to any Note Guaranteefraudulent transfer or conveyance. To effectuate the foregoing intention, each such Person the Trustee, the Holders and Subsidiary Guarantors, if any, hereby irrevocably agrees agree that the obligation obligations of such Subsidiary Guarantor under its Note Subsidiary Guarantee under this Article XII shall be limited to the maximum amount as willthat will not, after giving effect to such maximum amount and all other (contingent or other) and fixed liabilities of such Subsidiary Guarantor that are relevant (including, without limitation, any guarantees under such laws, the Amended and Restated Credit Agreement) and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article XIIits Subsidiary Guarantee, result in the obligations of such Subsidiary Guarantor in respect of such maximum amount not under its Subsidiary Guarantee constituting a fraudulent conveyance, fraudulent preference or fraudulent transfer or conveyance otherwise reviewable under said laws. The Trustee and each Holder by accepting the benefits hereof, confirms its intention that, in the event of a bankruptcy, reorganization or other similar proceeding of the Company or any Subsidiary Guarantor in which concurrent claims are made upon such Subsidiary Guarantor hereunder, to the extent such claims will not be fully satisfied, each such claimant with a valid claim against the Company shall be entitled to a ratable share of all payments by such Subsidiary Guarantor in respect of such concurrent claimsapplicable law.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor and, and by its acceptance hereof, the Trustee and each Holder beneficiary hereof, hereby confirm that it is its intention that the Note Subsidiary Guarantee of by such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guaranteeof the Subsidiary Guarantees. To effectuate the foregoing intention, each such Person hereby irrevocably agrees that the obligation obligations of such Subsidiary Guarantor under its Note Subsidiary Guarantee under this Article XII 10 shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other (contingent or other) and fixed liabilities of such Subsidiary Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Article XIIIndenture, result in the obligations of such Subsidiary Guarantor in respect of such maximum amount under the Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. For purposes of such limitations and the applicable fraudulent conveyance laws, any indebtedness of a Subsidiary Guarantor incurred from time to time pursuant to the Senior Credit Facility and secured by a perfected Lien on the assets of such Subsidiary Guarantor (assuming, for purposes of such determination, that the incurrence of any such indebtedness and the granting of any such security interest did not violate any such fraudulent conveyance laws) shall be deemed, to the extent of the value of the assets subject to such Lien, to have been incurred prior to the incurrence by such Subsidiary Guarantor of liability under said lawsits Subsidiary Guarantee. The Trustee and each Holder Each beneficiary under the Subsidiary Guarantees, by accepting the benefits hereof, confirms its intention that, in the event of a bankruptcy, reorganization or other similar proceeding of the Company or any Subsidiary Guarantor in which concurrent claims are made upon such Subsidiary Guarantor hereunder, to the extent such claims will not be fully satisfied, each such claimant with a valid claim against the Company shall be entitled to a ratable share of all payments by such Subsidiary Guarantor in respect of such concurrent claims. SUBSIDIARY GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN TERMS. No Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person), another Person (other than the Company or another Subsidiary Guarantor), whether or not affiliated with such Subsidiary Guarantor, unless (i) subject to the provisions of the following paragraph and Section 10.05 hereof, the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) shall execute and deliver a supplemental indenture to this Indenture agreeing to be bound by its terms applicable to a Subsidiary Guarantor and providing for a Subsidiary Guarantee of the Notes by such Person, in accordance with the terms of this Indenture; (ii) immediately after giving effect to such transaction, no Default or Event of Default exists; (iii) such Subsidiary Guarantor, or any Person formed by or surviving any such consolidation or merger, would have Consolidated Net Worth (immediately after giving effect to such transaction), equal to or greater than the Consolidated Net Worth of such Subsidiary Guarantor immediately preceding the transaction; (iv) the Company would be permitted by virtue of the Company's pro forma Fixed Charge Coverage Ratio, immediately after giving effect to such transaction, to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof; and (v) such transaction does not violate any of the covenants contained in Articles 4 and 5 hereof.. Notwithstanding the foregoing, (i) a Subsidiary Guarantor may consolidate with or merge with or into the Company, provided that the surviving corporation (if other than the Company) shall expressly assume by supplemental indenture complying with the requirements of this Indenture, the due and punctual payment of the principal of, premium, if any, and interest on all of the Notes, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Company; and (ii) a Subsidiary Guarantor may consolidate with or merge with or into any other Subsidiary Guarantor.

Limitation of Subsidiary Guarantor's Liability. (a) Each Subsidiary Guarantor and, and by its acceptance hereof, the Trustee and hereof each Holder hereby confirm confirms that it is its the intention of all such parties that the Note Guarantee of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law or the provisions of its local law relating to the extent applicable to any Note Guaranteefraudulent transfer or conveyance. To effectuate the foregoing intention, each such Person the Trustee, the Holders and Subsidiary Guarantors hereby irrevocably agrees agree that the obligation obligations of such Subsidiary Guarantor under its Note Guarantee under this Article XII shall be limited to the maximum amount as willthat will not, after giving effect to such maximum amount and all other (contingent or other) and fixed liabilities of such Subsidiary Guarantor that are relevant (including, without limitation, any guarantees under such laws, the Credit Agreement) and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article XIIits Note Guarantee, result in the obligations of such Subsidiary Guarantor in respect of such maximum amount not under its Note Guarantee constituting a fraudulent conveyance, fraudulent preference or fraudulent transfer or conveyance otherwise reviewable under said laws. The Trustee and each Holder by accepting the benefits hereof, confirms its intention that, in the event applicable law. (b) Specific Limitations of a bankruptcy, reorganization or other similar proceeding Note Guarantees of the Company or Italian Subsidiary Guarantors. (1) Notwithstanding anything to the contrary contained herein, the liabilities of any Subsidiary Guarantor in which concurrent claims are made upon such Subsidiary Guarantor hereunderincorporated under the laws of the Republic of Italy (each an “Italian Guarantor”) under its Note Guarantee shall not exceed, to at any time, the extent such claims will not be fully satisfied, each such claimant with a valid claim against the Company shall be entitled to a ratable share of all payments by such Subsidiary Guarantor in respect of such concurrent claims.lower of:

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor andGuarantor, and by its acceptance hereofhereof each Holder, the Trustee and each Holder hereby confirm confirms that it is its the intention of all such parties that the Note Guarantee of guarantee by such Subsidiary Guarantor pursuant to its Guarantee does not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Lawany federal, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act state or any similar federal or state law to the extent applicable to any Note Guaranteeforeign law. To effectuate the foregoing intention, the Holders and each such Person Subsidiary Guarantor hereby irrevocably agrees agree that the obligation obligations of such each Subsidiary Guarantor under its Note the Guarantee under this Article XII shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other (contingent or other) and fixed liabilities of such Subsidiary Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article XIIits Guarantee or pursuant to Section 10.07, result in the obligations of such Subsidiary Guarantor in respect of such maximum amount under the Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, state or foreign law. This Section 10.06 is for the benefit of the creditors of each Subsidiary Guarantor, and, for purposes of applicable fraudulent transfer and fraudulent conveyance under said laws. The Trustee and each Holder by accepting the benefits hereoflaw, confirms its intention that, in the event any Indebtedness of a bankruptcy, reorganization or other similar proceeding of the Company or any Subsidiary Guarantor in which concurrent claims are made upon such Subsidiary Guarantor hereunder, pursuant to Credit Facilities shall be deemed to have been incurred prior to the extent such claims will not be fully satisfied, each such claimant with a valid claim against the Company shall be entitled to a ratable share of all payments incurrence by such Subsidiary Guarantor in respect of such concurrent claimsits liability under the Guarantee.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor andGuarantor, and by its acceptance hereofhereof each Holder, the Trustee and each Holder hereby confirm confirms that it is its the intention of all such parties that the Note Guarantee of guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy LawCode, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guaranteelaw. To effectuate the foregoing intention, the Holders and each such Person Subsidiary Guarantor hereby irrevocably agrees agree that the obligation obligations of such Subsidiary Guarantor under its Note Subsidiary Guarantee under this Article XII shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other (contingent or other) and fixed liabilities of such Subsidiary Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect 100 of the obligations of such other Subsidiary Guarantor under this Article XIIits Subsidiary Guarantee or pursuant to Section 13.5 hereof, result in the obligations of such Subsidiary Guarantor in respect of such maximum amount under its Subsidiary Guarantee not constituting such a fraudulent transfer conveyance or conveyance under said lawsfraudulent transfer. The Trustee This Section 13.4 is for the benefit of the creditors of each Subsidiary Guarantor, and, for purposes of the Federal Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act and each Holder by accepting the benefits hereofother similar federal or state law, confirms its intention that, in the event any Indebtedness of a bankruptcy, reorganization or other similar proceeding Subsidiary Guarantor that (a) constitutes Permitted Indebtedness pursuant to clause (i) of the Company or any Subsidiary Guarantor in which concurrent claims are made upon such Subsidiary Guarantor hereunderdefinition of "Permitted Indebtedness", and (b) is secured by Liens permitted pursuant to clause (d) of the definition of "Permitted Liens" shall be deemed to have been incurred prior to the extent such claims will not be fully satisfied, each such claimant with a valid claim against the Company shall be entitled to a ratable share of all payments incurrence by such Subsidiary Guarantor in respect of such concurrent claimsliability under its Subsidiary Guarantee.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor andGuarantor, and by its acceptance hereofhereof each Holder, the Trustee and each Holder hereby confirm confirms that it is its the intention of all such parties that the Note Guarantee of guarantee by such Subsidiary Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Lawany federal, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act state or any similar federal or state law to the extent applicable to any Note Guaranteeforeign law. To effectuate the foregoing intention, the Holders and each such Person Subsidiary Guarantor hereby irrevocably agrees agree that the obligation obligations of such each Subsidiary Guarantor under its Note the Guarantee under this Article XII shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other (contingent or other) and fixed liabilities of such Subsidiary Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article XIIits Guarantee or pursuant to Section 10.06, result in the obligations of such Subsidiary Guarantor in respect of such maximum amount under the Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, state or foreign law. This Section 10.05 is for the benefit of the creditors of each Subsidiary Guarantor, and, for purposes of applicable fraudulent transfer and fraudulent conveyance under said laws. The Trustee and each Holder by accepting the benefits hereoflaw, confirms its intention that, in the event any Indebtedness of a bankruptcy, reorganization or other similar proceeding of the Company or any Subsidiary Guarantor in which concurrent claims are made upon such Subsidiary Guarantor hereunder, pursuant to a Bank Credit Facility shall be deemed to have been incurred prior to the extent such claims will not be fully satisfied, each such claimant with a valid claim against the Company shall be entitled to a ratable share of all payments incurrence by such Subsidiary Guarantor in respect of such concurrent claimsits liability under the Guarantee.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor andGuarantor, and by its acceptance hereofhereof each Holder, the Trustee and each Holder hereby confirm confirms that it is its the intention of all such parties that the Note Guarantee of guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy LawCode, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guaranteelaw. To effectuate the foregoing intention, the Holders and each such Person Subsidiary Guarantor hereby irrevocably agrees agree that the obligation obligations of such Subsidiary Guarantor under its Note Subsidiary Guarantee under this Article XII shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other (contingent or other) and fixed liabilities of such Subsidiary Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article XIIits Subsidiary Guarantee or pursuant to Section 13.5 hereof, result in the obligations of such Subsidiary Guarantor in respect of such maximum amount under its Subsidiary Guarantee not constituting such a fraudulent transfer conveyance or conveyance under said lawsfraudulent transfer. The Trustee This Section 13.4 is for the benefit of the creditors of each Subsidiary Guarantor, and, for purposes of the Federal Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act and each Holder by accepting the benefits hereofother similar federal or state law, confirms its intention that, in the event any Indebtedness of a bankruptcy, reorganization or other similar proceeding of the Company or any Subsidiary Guarantor in which concurrent claims are made upon such Subsidiary Guarantor hereunder, to the extent such claims will not be fully satisfied, each such claimant with a valid claim against the Company shall be entitled to a ratable share of all payments by such Subsidiary Guarantor in respect of such concurrent claims.that (a) constitutes Permitted Indebtedness pursuant

Limitation of Subsidiary Guarantor's Liability. (a) Each Subsidiary Guarantor and, and by its acceptance hereof, the Trustee and each Holder beneficiary hereof, hereby confirm that it is its intention that the Note Subsidiary Guarantee of by such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guaranteeof the Subsidiary Guarantees. To effectuate the foregoing intention, each such Person person hereby irrevocably agrees that the obligation obligations of such Subsidiary Guarantor under its Note Subsidiary Guarantee under this Article XII 10 shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other (contingent or other) and fixed liabilities of such Subsidiary Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Article XIIIndenture, result in the obligations of such Subsidiary Guarantor in respect of such maximum amount under the Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. (b) For purposes of such limitations and the applicable fraudulent conveyance laws, any indebtedness of a Subsidiary Guarantor incurred from time to time pursuant to the Credit Facility and secured by a perfected Lien on the assets of such Subsidiary Guarantor (assuming, for purposes of such determination, that the incurrence of any such indebtedness and the granting of any such security interest did not violate any such fraudulent conveyance laws) shall be deemed, to the extent of the value of the assets subject to such Lien, to have been incurred prior to the incurrence by such Subsidiary Guarantor of liability under said laws. The Trustee and each Holder its Subsidiary Guarantee. (c) Each beneficiary under the Subsidiary Guarantees, by accepting the benefits hereof, confirms its intention that, in the event of a bankruptcy, reorganization or other similar proceeding of the Company or any Subsidiary Guarantor in which concurrent claims are made upon such Subsidiary Guarantor hereunder, to the extent such claims will not be fully satisfied, each such claimant with a valid claim against the Company shall be entitled to a ratable share of all payments by such Subsidiary Guarantor in respect of such concurrent claims.