Common use of Limitation of Guarantee Clause in Contracts

Limitation of Guarantee. The obligations of each Guarantor under its Note Guarantee are limited to the maximum amount as shall, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any guarantees under the Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Guarantor that makes a payment or distribution under its Note Guarantee shall be entitled to a contribution from each other Guarantor in a pro rata amount based on the adjusted net assets of each Guarantor.

Limitation of Guarantee. The obligations of each Guarantor under its Note Guarantee are limited to the maximum amount as shallwill, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any guarantees under the Credit Agreementof Senior Indebtedness) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note the Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Guarantor that makes a payment or distribution under its Note a Guarantee shall be entitled to a contribution from each other Guarantor in a pro rata amount based on the adjusted net assets Adjusted Net Assets of each Guarantor.

Limitation of Guarantee. The obligations of each Guarantor under its Note Guarantee are limited to the maximum amount as shall, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any guarantees under the Credit AgreementAgreement and the Existing Note Guarantees) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Guarantor that makes a payment or distribution under its a Note Guarantee shall be entitled to a contribution from each other Guarantor in a pro rata amount based on the adjusted net assets of each Guarantor.

Limitation of Guarantee. The obligations of each Guarantor under its Note Guarantee are limited to the maximum amount as shallwill, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any guarantees under the Credit Agreementof Senior Indebtedness) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note the Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Guarantor that makes a payment or distribution under its Note a Guarantee shall be entitled to a contribution from each other Guarantor in a pro rata amount based on the adjusted net assets Adjusted Net Assets of each Subsidiary Guarantor.

Limitation of Guarantee. The obligations of each Guarantor under its Note Guarantee are limited to the maximum amount as shallwill, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any guarantees under the Credit AgreementFacilities permitted under clause (1) of Section 4.06) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Guarantor that makes a payment or distribution under its Note Guarantee shall be entitled to a contribution from each other Guarantor in a pro rata amount based on the adjusted net assets Adjusted Net Assets of each Guarantorthe respective Guarantors.

Limitation of Guarantee. The obligations of each Guarantor under its Note Guarantee are will be limited to the maximum amount as shallwill, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any guarantees under the Credit Agreementof Senior Indebtedness) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note the Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal Federal or state law. Each Guarantor that makes a payment or distribution under its Note a Guarantee shall be entitled to a contribution from each other Guarantor in a pro rata amount based on the adjusted net assets Adjusted Net Assets of each Subsidiary Guarantor.

Limitation of Guarantee. The obligations of each Guarantor under its Note Guarantee are limited to the maximum amount as shallwill, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any guarantees under the Credit AgreementFacilities permitted under clause (1) of Section 4.06) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Guarantor that makes a payment or distribution under its Note Guarantee shall be entitled to a contribution from each other Guarantor in a pro rata amount based on the adjusted net assets Adjusted Net Assets of each Guarantor.

Limitation of Guarantee. The obligations of each Guarantor under its Note Guarantee are limited to the maximum amount as shall, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any guarantees Guarantees under the Credit AgreementAgreements and the Existing Note Guarantees) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Guarantor that makes a payment or distribution under its Note a Guarantee shall be entitled to a contribution from each other Guarantor in a pro rata amount based on the adjusted net assets Adjusted Net Assets of each Guarantor.

Limitation of Guarantee. The obligations of each Guarantor under its Note Guarantee are limited to the maximum amount as shallwill, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any guarantees under the Credit Agreementof Senior Indebtedness) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note the Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Guarantor that makes a payment or distribution under its Note a Guarantee shall be entitled to a contribution from each other Guarantor in a pro rata amount based on the adjusted net assets Adjusted Net Assets of each Guarantor.. 84 -77-

Limitation of Guarantee. The obligations of the Parent and each Guarantor under its Note Guarantee are limited to the maximum amount as shallwill, after giving effect to all other contingent and fixed liabilities of the Parent or such Guarantor (including, without limitation, any guarantees under the Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of the Parent or such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of the Parent or such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each The Parent and each Guarantor that makes a payment or distribution under its a Note Guarantee shall be entitled to a contribution from each other Guarantor in a pro rata amount based on the adjusted net assets Adjusted Net Assets of the Parent and each Guarantor.

Limitation of Guarantee. The obligations of each Guarantor under its Note Guarantee are limited to the maximum amount as shallwill, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any guarantees under the Credit Agreementof Senior Indebtedness) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the 92 -84- obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note the Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Guarantor that makes a payment or distribution under its Note a Guarantee shall be entitled to a contribution from each other Guarantor in a pro rata amount based on the adjusted net assets Adjusted Net Assets of each Guarantor.

Limitation of Guarantee. The obligations of each Guarantor under its Note Guarantee are limited to the maximum amount as shall, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any guarantees under the Credit Agreementof Senior Indebtedness) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note the Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Guarantor that makes a payment or distribution under its Note a Guarantee shall be entitled to a contribution from each other Guarantor in a pro rata amount based on the adjusted net assets Adjusted Net Assets of each Guarantor.

Limitation of Guarantee. The obligations of each Guarantor under its Note Guarantee are limited to the maximum amount as shallwill, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any guarantees under the Credit AgreementGuarantor Senior Indebtedness) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note the Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal federal, state or state applicable foreign law. Each Guarantor that makes a payment or distribution under its Note a Guarantee shall be entitled to a contribution from each other Guarantor in a pro rata amount based on the adjusted net assets Adjusted Net Assets of each Guarantor.

Limitation of Guarantee. The obligations of each Guarantor under its Note Guarantee are limited to the maximum amount as shall, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any guarantees under the Credit AgreementAgreement and the Existing Notes) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Guarantor that makes a payment or distribution under its Note Guarantee shall be entitled to a contribution from each other Guarantor in a pro rata amount based on the adjusted net assets of each Guarantor.

Limitation of Guarantee. The obligations of each Guarantor under its Note Guarantee are will be limited to the maximum amount as shallwill, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any guarantees under the Credit Agreementof Senior Debt) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note the Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal Federal or state law. Each Guarantor that makes a payment or distribution under its Note a Guarantee shall be entitled to a contribution from each other Guarantor in a pro rata amount based on the adjusted net assets Adjusted Net Assets of each Guarantor.

Limitation of Guarantee. The obligations of each any Guarantor under its Note Guarantee are limited to the maximum amount as shall, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any guarantees under the Senior Credit AgreementFacilities) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Guarantor that makes a payment or distribution under its Note Guarantee shall would be entitled to a contribution from each other Guarantor in a pro rata amount based on the adjusted net assets of each Guarantor.

Limitation of Guarantee. The obligations of each Guarantor under its Note Guarantee are limited to the maximum amount as shallwill, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any guarantees under the Credit AgreementGuarantor Senior Indebtedness) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Guarantor that makes a payment or distribution under its Note a Guarantee shall be entitled to a contribution from each other Guarantor in a pro rata amount based on the adjusted net assets Adjusted Net Assets of each Guarantor.

Limitation of Guarantee. The obligations of each any Guarantor under its Note Guarantee are limited to the maximum amount as shall, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any guarantees under the Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Guarantor that makes a payment or distribution under its Note Guarantee shall be entitled to a contribution from each other Guarantor in a pro rata amount based on the adjusted net assets of each Guarantor.

Limitation of Guarantee. The obligations of each Guarantor under its Note Guarantee are limited to the maximum amount as shallwill, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any guarantees under the Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Guarantor that makes a payment or distribution under its a Note Guarantee shall be entitled to a contribution from each other Guarantor in a pro rata amount based on the adjusted net assets Adjusted Net Assets of each Guarantor.