Common use of Guarantor Acknowledgement Clause in Contracts

Guarantor Acknowledgement. Without limiting the generality of the foregoing, each Guarantor, by its acceptance of this Guaranty, hereby confirms that, except for Holdings, it is a Subsidiary of a Borrower and each Guarantor further confirms that it will materially benefit from the Loans made hereunder and the parties hereto intend that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law (as defined below), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to this Guaranty. In furtherance of that intention, the liabilities of each Guarantor under this Guaranty (the “Liabilities”) shall be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Person with respect to the Liabilities, result in the Liabilities of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means the United States Bankruptcy Code, or any similar federal, state or foreign law for the relief of debtors. This paragraph with respect to the maximum liability of each Guarantor is intended solely to preserve the rights of the holders, to the maximum extent not subject to avoidance under applicable law, and neither a Guarantor nor any other Person shall have any right or claim under this paragraph with respect to such maximum liability, except to the extent necessary so that the obligations of a Guarantor hereunder shall not be rendered voidable under applicable law. Each Guarantor agrees that the Obligations guaranteed hereunder may at any time and from time to time exceed the maximum liability of such Guarantor without impairing this Guaranty or affecting the rights and remedies of the holders hereunder; provided that nothing in this sentence shall be construed to increase such Guarantor’s obligations hereunder beyond its maximum liability.

Guarantor Acknowledgement. Without limiting the generality of the foregoing, each Guarantor, by its acceptance of this GuarantyGuarantee, hereby confirms that, except for Holdings, it is a Subsidiary of a Borrower Borrower, and each Guarantor further confirms that it will materially benefit from the Loans made hereunder and the parties hereto intend that this Guaranty Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law (as defined below), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to this GuarantyGuarantee. In furtherance of that intention, the liabilities of each Guarantor under this Guaranty (the “Liabilities”) shall be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Person with respect to the Liabilities, result in the Liabilities of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means the United States Bankruptcy Code, or any similar federal, state or foreign law for the relief of debtors. This paragraph with respect to the maximum liability of each Guarantor is intended solely to preserve the rights of the holders, to the maximum extent not subject to avoidance under applicable law, and neither a Guarantor nor any other Person shall have any right or claim under this paragraph with respect to such maximum liability, except to the extent necessary so that the obligations of a Guarantor hereunder shall not be rendered voidable under applicable law. Each Guarantor agrees that the Obligations guaranteed hereunder may at any time and from time to time exceed the maximum liability of such Guarantor without impairing this Guaranty Guarantee or affecting the rights and remedies of the holders hereunder; provided that nothing in this sentence shall be construed to increase such Guarantor’s obligations hereunder beyond its maximum liability.

Guarantor Acknowledgement. Without limiting the generality of the foregoing, each Guarantor, by its acceptance of this GuarantyGuarantee, hereby confirms that, except for Holdings, it is a Subsidiary of a Borrower Borrower, and each Guarantor further confirms that it will materially benefit from the Loans made hereunder and the parties hereto intend that this Guaranty Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law (as defined below), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to this GuarantyGuarantee. In furtherance of that intention, the liabilities of each Guarantor under this Guaranty Guarantee (the “Liabilities”) shall be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Person with respect to the Liabilities, result in the Liabilities of such Guarantor under this Guaranty Guarantee not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means the United States Bankruptcy Code, or any similar federal, state or foreign law for the relief of debtors. This paragraph with respect to the maximum liability of each Guarantor is intended solely to preserve the rights of the holders, to the maximum extent not subject to avoidance under applicable law, and neither a Guarantor nor any other Person shall have any right or claim under this paragraph with respect to such maximum liability, except to the extent necessary so that the obligations of a Guarantor hereunder shall not be rendered voidable under applicable law. Each Guarantor agrees that the Obligations guaranteed hereunder may at any time and from time to time exceed the maximum liability of such Guarantor without impairing this Guaranty Guarantee or affecting the rights and remedies of the holders hereunder; provided that nothing in this sentence shall be construed to increase such Guarantor’s obligations hereunder beyond its maximum liability.

Guarantor Acknowledgement. Without limiting the generality of the foregoing, each Guarantor, by its acceptance of this Guaranty, hereby confirms that, except for HoldingsParent, it is a Subsidiary of a Borrower and each Guarantor further confirms that it will materially benefit from the Term Loans made hereunder and the parties hereto intend that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law (as defined below), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to this Guaranty. In furtherance of that intention, the liabilities of each Guarantor under this Guaranty (the “Liabilities”) shall be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Person with respect to the Liabilities, result in the Liabilities of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means the United States Bankruptcy Code, or any similar federal, state or foreign law for the relief of debtors. This paragraph with respect to the maximum liability of each Guarantor is intended solely to preserve the rights of the holders, to the maximum extent not subject to avoidance under applicable law, and neither a Guarantor nor any other Person shall have any right or claim under this paragraph with respect to such maximum liability, except to the extent necessary so that the obligations of a Guarantor hereunder shall not be rendered voidable under applicable law. Each Guarantor agrees that the Obligations guaranteed hereunder may at any time and from time to time exceed the maximum liability of such Guarantor without impairing this Guaranty or affecting the rights and remedies of the holders hereunder; provided that nothing in this sentence shall be construed to increase such Guarantor’s obligations hereunder beyond its maximum liability.

Guarantor Acknowledgement. Without limiting the generality of the foregoing, each Guarantor, by its acceptance of this Guaranty, hereby confirms that, except for Holdings, that it is a Subsidiary of a Borrower and each Guarantor further confirms that it will materially benefit from the Loans made hereunder and the parties hereto intend that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law (as defined below), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to this Guaranty. In furtherance of that intention, the liabilities of each Guarantor under this Guaranty (the “Liabilities”) shall be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Person with respect to the Liabilities, result in the Liabilities of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means the United States Bankruptcy Code, or any similar federal, state or foreign law for the relief of debtors. This paragraph with respect to the maximum liability of each Guarantor is intended solely to preserve the rights of the holders, to the maximum extent not subject to avoidance under applicable law, and neither a Guarantor nor any other Person shall have any right or claim under this paragraph with respect to such maximum liability, except to the extent necessary so that the obligations of a Guarantor hereunder shall not be rendered voidable under applicable law. Each Guarantor agrees that the Obligations guaranteed hereunder may at any time and from time to time exceed the maximum liability of such Guarantor without impairing this Guaranty or affecting the rights and remedies of the holders hereunder; provided that nothing in this sentence shall be construed to increase such Guarantor’s obligations hereunder beyond its maximum liability.

Guarantor Acknowledgement. Without limiting the generality of the foregoing, each Guarantor, by its acceptance of this Guaranty, hereby confirms that, except for Holdings, that it is a Subsidiary of a Borrower and each Guarantor further confirms that it will materially benefit from the Loans made hereunder and the parties hereto intend that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law (as defined below), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to this Guaranty. In furtherance of that intention, the liabilities of each Guarantor under this Guaranty (the “Liabilities”) shall be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Person with respect to the Liabilities, result in the Liabilities of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means the United States Bankruptcy Code, or Code and any similar federal, state or foreign law for the relief of debtorsother Debtor Relief Laws. This paragraph with respect to the maximum liability of each Guarantor is intended solely to preserve the rights of the holders, to the maximum extent not subject to avoidance under applicable law, and neither a Guarantor nor any other Person shall have any right or claim under this paragraph with respect to such maximum liability, except to the extent necessary so that the obligations of a Guarantor hereunder shall not be rendered voidable under applicable law. Each Guarantor agrees that the Obligations guaranteed hereunder may at any time and from time to time exceed the maximum liability of such Guarantor without impairing this Guaranty or affecting the rights and remedies of the holders hereunder; provided that nothing in this sentence shall be construed to increase such Guarantor’s obligations hereunder beyond its maximum liability.

Guarantor Acknowledgement. Without limiting the generality Each of the foregoingundersigned, each in its capacity as a Guarantor, acknowledges that its consent to the foregoing Agreement is not required, but each of the undersigned nevertheless does hereby consent to the foregoing Agreement and to the documents and agreements referred to therein. Nothing herein shall in any way limit any of the terms or provisions of the Guaranty of the undersigned or the Collateral Documents executed by its acceptance of this Guaranty, hereby confirms that, except for Holdings, it is a Subsidiary of a Borrower and each Guarantor further confirms that it will materially benefit from the Loans made hereunder undersigned in the Administrative Agent’s and the parties hereto intend that this Guaranty not constitute a fraudulent transfer Lenders’ favor, or conveyance for purposes of any other Loan Document executed by the Bankruptcy Law undersigned (as defined belowthe same may be amended from time to time), the Uniform Fraudulent Conveyance Actall of which are hereby ratified and affirmed in all respects, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to this Guarantyand remain in full force and effect. In furtherance of that intention, the liabilities of each Guarantor under this Guaranty (the “Liabilities”) shall be limited to the maximum amount that will, Immediately after giving effect to such maximum amount the foregoing Agreement, each Guarantor reaffirms each Lien granted by it to the Administrative Agent for the benefit of the Secured Parties under each of the Loan Documents to which it is a party, which Liens shall continue in full force and all other contingent and fixed liabilities effect during the term of such Guarantor that are relevant under such lawsthe Credit Agreement as amended by this Agreement, and shall continue to secure the Obligations (after giving effect to any collections fromthis Agreement), rights to receive contribution from or payments made by or in each case, on behalf of any other Person with respect and subject to the Liabilities, result terms and conditions set forth in the Liabilities of Credit Agreement, as amended by this Agreement, and the other Loan Documents, and hereby restates, ratifies and reaffirms each and every term and condition set forth in the Credit Agreement and the Loan Documents to which it is a party as such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means the United States Bankruptcy Code, or any similar federal, state or foreign law for the relief of debtors. This paragraph with respect to the maximum liability of each Guarantor is intended solely to preserve the rights Loan Documents are effective as of the holdersdate hereof and as amended hereby on the Second Amendment Effective Date. Each Borrower hereby acknowledges and agrees that, immediately after giving effect to this Agreement, all of its respective obligations and liabilities under the maximum extent not subject Loan Documents to avoidance under applicable lawwhich it is a party, as such obligations and liabilities have been amended by this Agreement, are reaffirmed, and neither a Guarantor nor any other Person shall have any right or claim under this paragraph with respect to such maximum liabilityremain in full force and effect. GUARANTORS: AFFLINK, except to the extent necessary so that the obligations of a Guarantor hereunder shall not be rendered voidable under applicable lawLLC By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President and Treasurer AFFLINK HOLDING CORPORATION By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President and Treasurer CONTINENTAL CONCESSION SUPPLIES, LLC By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President and Treasurer XXX-XXXXX COMPANY, LLC By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President and Treasurer XXX-XXXXX TRANSPORTATION, LLC By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President and Treasurer FOODSERVICE PURCHASING GROUP, LLC By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President and Treasurer FOX RIVER FOODS, INC. Each Guarantor agrees that the Obligations guaranteed hereunder may at any time By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President and from time to time exceed the maximum liability of such Guarantor without impairing this Guaranty or affecting the rights Treasurer FRF TRANSPORT, INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President and remedies of the holders hereunder; provided that nothing in this sentence shall be construed to increase such Guarantor’s obligations hereunder beyond its maximum liability.Treasurer INSTITUTION FOOD HOUSE, INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President and Treasurer XXXXXXX X. XXXXXX COMPANY, INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President and Treasurer LIBERTY DISTRIBUTION COMPANY, LLC By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President and Treasurer MISSISSIPPI VALLEY FREIGHT SERVICE, LLC By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President and Treasurer NDA MARKETING, INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President and Treasurer OHIO PIZZA PRODUCTS, LLC By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President and Treasurer OLD HICKORY LOGISTICS, LLC By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President and Treasurer PERFORMANCE TRANSPORTATION, LLC By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President and Treasurer PFG PFS, LLC By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President and Treasurer PFG SPECIALTY, INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President and Treasurer PFG TRANSCO, INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President and Treasurer PFST HOLDING CO. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President and Treasurer XXXXXXXX FOODSERVICE, L.L.C. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President and Treasurer XXXXXXXX FOODSERVICE LOUISIANA, L.L.C. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President and Treasurer XXXXXXXX LOUISIANA HOLDINGS, L.L.C. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President and Treasurer XXXXXXXX TRANSPORTATION, LLC By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President and Treasurer

Guarantor Acknowledgement. Without limiting the generality of the foregoing, each Guarantor, by its acceptance of this Guaranty, hereby confirms that, except for Holdings, that it is a Subsidiary of a Borrower and each Guarantor further confirms that it will materially benefit from the Loans made hereunder and the parties hereto intend that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law (as defined below), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to this Guaranty. In furtherance of that intention, the liabilities of each Guarantor under this Guaranty (the “Liabilities”) shall be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Person with respect to the Liabilities, result in the Liabilities of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means the United States Bankruptcy Code, or any similar federal, state or foreign law for the relief of debtors. This paragraph with respect to the maximum liability of each Guarantor is intended solely to preserve the rights of the holders, to the maximum extent not subject to avoidance under applicable lawLaw, and neither a Guarantor nor any other Person shall have any right or claim under this paragraph with respect to such maximum liability, except to the extent necessary so that the obligations of a Guarantor hereunder shall not be rendered voidable under applicable lawLaw. Each Guarantor agrees that the Obligations guaranteed hereunder may at any time and from time to time exceed the maximum liability of such Guarantor without impairing this Guaranty or affecting the rights and remedies of the holders hereunder; provided provided, that nothing in this sentence shall be construed to increase such Guarantor’s obligations hereunder beyond its maximum liability.

Guarantor Acknowledgement. Without limiting the generality of the foregoing, each Guarantor, by its acceptance of this Guaranty, hereby confirms that, except for Holdings, that it is a Subsidiary of a the Borrower and each Guarantor further confirms that it will materially benefit from the Loans made hereunder and the parties hereto intend that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law (as defined below), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to this Guaranty. In furtherance of that intention, the liabilities of each Guarantor under this Guaranty (the “Liabilities”) shall be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Person with respect to the Liabilities, result in the Liabilities of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means the United States Bankruptcy Code, or any similar federal, state or foreign law for the relief of debtors. This paragraph with respect to the maximum liability of each Guarantor is intended solely to preserve the rights of the holders, to the maximum extent not subject to avoidance under applicable law, and neither a Guarantor nor any other Person shall have any right or claim under this paragraph with respect to such maximum liability, except to the extent necessary so that the obligations of a Guarantor hereunder shall not be rendered voidable under applicable law. Each Guarantor agrees that the Obligations guaranteed hereunder may at any time and from time to time exceed the maximum liability of such Guarantor without impairing this Guaranty or affecting the rights and remedies of the holders hereunder; provided that nothing in this sentence shall be construed to increase such Guarantor’s obligations hereunder beyond its maximum liability.

Guarantor Acknowledgement. Without limiting the generality of the foregoing, each Guarantor, by its acceptance of this GuarantyGuarantee, hereby confirms that, except for Holdings, it is a Subsidiary of a Borrower Borrower, and each Guarantor further confirms that it will materially benefit from the Loans made hereunder and the parties hereto intend that this Guaranty Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law (as defined below), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to this GuarantyGuarantee. In furtherance of that intention, the liabilities of each Guarantor under this Guaranty Guarantee (the “Liabilities”) shall be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Person with respect to the Liabilities, result in the Liabilities of such Guarantor under this Guaranty Guarantee not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means the United States Bankruptcy Code, or any similar federal, state or foreign law for the relief of debtors. This paragraph with respect to the maximum liability of each Guarantor is intended solely to preserve the rights of the holders, to the maximum extent not subject to avoidance under applicable law, and neither a Guarantor nor any other Person shall have any right or claim under this paragraph with respect to such maximum liability, except to the extent necessary so that the obligations of a Guarantor hereunder shall not be rendered voidable under applicable law. Each Guarantor agrees that the Obligations guaranteed hereunder may at any time and from time to time exceed the maximum liability of such Guarantor without impairing this Guaranty Guarantee or affecting the rights and remedies of the holders hereunder; provided that nothing in this sentence shall be construed to increase such Guarantor’s obligations hereunder beyond its maximum liability.. MidCap / Xtant / A&R Credit, Security and Guaranty Agreement (Term Loan)

Guarantor Acknowledgement. Without limiting the generality of the foregoing, each Guarantor, by its acceptance of this Guaranty, hereby confirms that, except for HoldingsParent, it is a Subsidiary of a Borrower and each Guarantor further confirms that it will materially benefit from the Loans made hereunder and the parties hereto intend that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law (as defined below), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to this Guaranty. In furtherance of that intention, the liabilities of each Guarantor under this Guaranty (the “Liabilities”) shall be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Person with respect to the Liabilities, result in the Liabilities of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means the United States Bankruptcy Code, or any similar federal, state or foreign law for the relief of debtors. This paragraph with respect to the maximum liability of each Guarantor is intended solely to preserve the rights of the holders, to the maximum extent not subject to avoidance under applicable law, and neither a Guarantor nor any other Person shall have any right or claim under this paragraph with respect to such maximum liability, except to the extent necessary so that the obligations of a Guarantor hereunder shall not be rendered voidable under applicable law. Each Guarantor agrees that the Obligations guaranteed hereunder may at any time and from time to time exceed the maximum liability of such Guarantor without impairing this Guaranty or affecting the rights and remedies of the holders hereunder; provided that nothing in this sentence shall be construed to increase such Guarantor’s obligations hereunder beyond its maximum liability.

Guarantor Acknowledgement. Without limiting the generality of the foregoing, each Guarantor, by its acceptance of this Guaranty, hereby confirms that, except for HoldingsBorrower, it is a Subsidiary of a Borrower and each Guarantor further confirms that it will materially benefit from the Loans made hereunder and the parties hereto intend that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law (as defined below), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to this Guaranty. In furtherance of that intention, the liabilities of each Guarantor under this Guaranty (the “Liabilities”) shall be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Person with respect to the Liabilities, including pursuant to Section 11.12, result in the Liabilities of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means the United States Bankruptcy Code, or any similar federal, state or foreign law for the relief of debtors. This paragraph with respect to the maximum liability of each Guarantor is intended solely to preserve the rights of the holders, to the maximum extent not subject to avoidance under applicable law, and neither a Guarantor nor any other Person shall have any right or claim under this paragraph with respect to such maximum liability, except to the extent necessary so that the obligations of a Guarantor hereunder shall not be rendered voidable under applicable law. Each Guarantor agrees that the Obligations guaranteed hereunder may at any time and from time to time exceed the maximum liability of such Guarantor without impairing this Guaranty or affecting the rights and remedies of the holders hereunder; provided that nothing in this sentence shall be construed to increase such Guarantor’s obligations hereunder beyond its maximum liability.

Guarantor Acknowledgement. Without limiting (a) Guarantor hereby acknowledges that it has reviewed the generality terms and provisions of the foregoing, each Guarantor, by its acceptance of Loan Agreement and this Guaranty, Amendment. Guarantor hereby confirms that, except for Holdings, that its Guaranty and the Guaranty of Payment and Performance (the “Guaranty Agreement”) to which it is a Subsidiary of a Borrower and each Guarantor further confirms that it party or otherwise bound will materially benefit from continue to guarantee to the Loans made hereunder and the parties hereto intend that this fullest extent possible in accordance with such Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law (as defined below)Agreement, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to this Guaranty. In furtherance payment and performance of that intention, the liabilities all of each Guarantor under this Guaranty (the “Liabilities”” as such term is defined in the Guaranty Agreement. (b) Guarantor acknowledges and agrees that its Guaranty and the Guaranty Agreement to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Guarantor represents and warrants that all representations and warranties contained in the Loan Agreement, this Amendment and the other Loan Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the date hereof to the maximum amount same extent as though made on and as of that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Person with respect to the Liabilities, result in the Liabilities of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means the United States Bankruptcy Code, or any similar federal, state or foreign law for the relief of debtors. This paragraph with respect to the maximum liability of each Guarantor is intended solely to preserve the rights of the holders, to the maximum extent not subject to avoidance under applicable law, and neither a Guarantor nor any other Person shall have any right or claim under this paragraph with respect to such maximum liabilitydate, except to the extent necessary so that the obligations such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of a such earlier date. (c) Guarantor hereunder shall not be rendered voidable under applicable law. Each Guarantor acknowledges and agrees that (i) notwithstanding the Obligations guaranteed hereunder may at any time and from time conditions to time exceed effectiveness set forth in this Amendment, Guarantor is not required by the maximum liability of such Guarantor without impairing this Guaranty or affecting the rights and remedies terms of the holders hereunder; provided that Loan Agreement or any other Loan Document to consent to the amendments of the Loan Agreement effected pursuant to this Amendment and (ii) nothing in the Loan Agreement and this sentence Amendment or any other Loan Document shall be construed deemed to increase such Guarantor’s obligations hereunder beyond its maximum liabilityrequire the consent of Guarantor to any future amendments to the Loan Agreement.

Guarantor Acknowledgement. Without limiting (a) Emeritus, as guarantor (the generality “Guarantor”) under each of the foregoingLimited Recourse Guaranty (as defined in the Credit Agreement) and the Limited Payment Guaranty (as defined in the Credit Agreement, together with the Limited Recourse Guaranty, the “Guarantees”), hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment. Guarantor hereby confirms that (i) the Limited Recourse Guaranty will continue to guarantee to the fullest extent possible in accordance with such Limited Recourse Guaranty, the payment and performance of all of the “Guaranteed Obligations” (as such term is defined in the Limited Recourse Guaranty) and (ii) the Limited Payment Guaranty will continue to guarantee to the fullest extent possible in accordance with such Limited Payment Guaranty, the payment and performance of all of the “Obligations” (as such term is defined in the Limited Payment Guaranty) and each Guarantor, of the Guarantees will remain in full force and effect until the earlier of such time as (a) the Obligations and the Guaranteed Obligations (as applicable) shall have been paid in cash or in such other manner as otherwise agreed by the Administrative Agent or performed in full and none of the Lenders shall be under any further obligation to make any additional loans and other extensions ATI-2572584v4 3 of credit to the Borrowers under the Credit Agreement or (b) the Guarantor shall have satisfied all of its acceptance obligations set forth in such Guaranty. (b) Guarantor acknowledges and agrees that the Guaranty shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this GuarantyAmendment. Guarantor represents and warrants that all representations and warranties contained in the Credit Agreement, hereby confirms that, except for Holdings, this Amendment and the other Loan Documents to which it is a Subsidiary of a Borrower party or otherwise bound are true, correct and each Guarantor further confirms that it will materially benefit from the Loans made hereunder complete in all material respects on and the parties hereto intend that this Guaranty not constitute a fraudulent transfer or conveyance for purposes as of the Bankruptcy Law (as defined below), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law date hereof to the same extent applicable to this Guaranty. In furtherance as though made on and as of that intention, the liabilities of each Guarantor under this Guaranty (the “Liabilities”) shall be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Person with respect to the Liabilities, result in the Liabilities of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means the United States Bankruptcy Code, or any similar federal, state or foreign law for the relief of debtors. This paragraph with respect to the maximum liability of each Guarantor is intended solely to preserve the rights of the holders, to the maximum extent not subject to avoidance under applicable law, and neither a Guarantor nor any other Person shall have any right or claim under this paragraph with respect to such maximum liabilitydate, except to the extent necessary so that the obligations such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of a such earlier date. (c) Guarantor hereunder shall not be rendered voidable under applicable law. Each Guarantor acknowledges and agrees that (i) notwithstanding the Obligations guaranteed hereunder may at any time and from time conditions to time exceed effectiveness set forth in this Amendment, Guarantor is not required by the maximum liability of such Guarantor without impairing this Guaranty or affecting the rights and remedies terms of the holders hereunder; provided that Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this sentence Amendment or any other Loan Document shall be construed deemed to increase such Guarantor’s obligations hereunder beyond its maximum liabilityrequire the consent of Guarantor to any future amendments to the Credit Agreement.