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

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

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance of Notes, hereof each Holder, Holder confirms that it is the intention of all such parties that the Note Guarantee of guarantee by each such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors each such Guarantor hereby irrevocably agree that the obligations of such Guarantor under its Note Guarantee shall be limited to the maximum amount that will not, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to this Section 12.04, result in the obligations of such Guarantor under its Note Guarantee constituting a such fraudulent transfer or conveyance.

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

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

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

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance of Noteshereof each Holder and the Trustee, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of title 11 of the Federal Bankruptcy United States Code, as amended, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal U.S. Federal or state law relating to fraudulent transfer or conveyanceother applicable law. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors such Guarantor hereby irrevocably agree that the obligations of such Guarantor under its Note the Guarantee shall be limited to the maximum amount that will notas will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to Section 11.05, result in the obligations of such Guarantor under its Note the Guarantee not constituting a such fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance of Notes, hereof each Holder, Holder hereby confirms that it is the intention of all such parties that the Note Guarantee of guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal any Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law relating to fraudulent transfer or conveyancelaw. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors such Guarantor hereby irrevocably agree that the obligations of such Guarantor under its Note the Guarantee shall be limited to the maximum amount that will notas will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, all Guarantor Senior Debt of such Guarantor) and after giving effect to any collections from, rights to receive contribution 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, result in the obligations of such Guarantor under its Note the Guarantee not constituting a such fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance of Notes, hereof each Holder, Holder confirms that it is the intention of all such parties that the Note Guarantee of guarantee by each such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors each such Guarantor hereby irrevocably agree that the obligations of such Guarantor under its Note Guarantee shall be limited to the maximum amount that will not, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to this Section 1204, result in the obligations of such Guarantor under its Note Guarantee constituting a such fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance of Notes, hereof each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of by such Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law relating to fraudulent transfer or conveyancelaw. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors each Guarantor hereby irrevocably agree that the obligations of such Guarantor under its Note Subsidiary Guarantee shall will be limited to the maximum amount that will notas will, after giving effect to all other contingent and fixed liabilities (including, but not limited to, Senior Debt of a Guarantor) of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeSubsidiary Guarantee or pursuant to Section 10.4 hereof, result in the obligations of such Guarantor under its Note Subsidiary Guarantee not constituting such a fraudulent transfer conveyance or conveyancefraudulent transfer. This Section 10.3 is for the benefit of the creditors of each Guarantor.

Limitation of Guarantor's Liability. Each Guarantor and and, by its acceptance of Noteshereof, each Holder, of the Holders hereby confirms that it is the intention of all such parties that the Note Guarantee of guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal any Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal Federal or state law relating to fraudulent transfer or conveyancelaw. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors such Guarantor hereby irrevocably agree that the obligations of such Guarantor under its Note the Guarantee shall be limited to the maximum amount that will notas shall, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to Section 10.05, result in the obligations of such Guarantor under its Note the Guarantee not constituting a such fraudulent transfer or conveyance. The net worth of any Guarantor for such purpose shall include any claim of such Guarantor against the Company for reimbursement and any claim against any other Guarantor for contribution.

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance of Notes, Securities under this Indenture each Holder, Holder hereby confirms that it is the intention of all such parties that the Note Guarantee of guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law relating to fraudulent transfer or conveyancelaw. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors each Guarantor hereby irrevocably agree that the obligations of such each Guarantor under its Note the Guarantee shall be limited to the maximum amount that will notas will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to Section 10.06, result in the obligations of such Guarantor under its Note the Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or conveyance.state law. This

Limitation of Guarantor's Liability. Each undersigned Guarantor and by its acceptance of Notes, hereof each Holder, Holder hereby confirms that it is the intention of all such parties that the Note Guarantee of guarantee by such Guarantor pursuant to this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy Codeany federal, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act state or any similar federal or state law relating to fraudulent transfer or conveyanceforeign law. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors each Guarantor hereby irrevocably agree that the obligations of such each Guarantor under its Note Guarantee this Guaranty shall be limited to the maximum amount that will notas will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guaranteethis Guaranty or pursuant to Section 103, result in the obligations of such Guarantor under its Note Guarantee this Guaranty not constituting a fraudulent conveyance or fraudulent transfer under federal, state or conveyanceforeign law.

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance of Notes, hereof each Holder, Holder confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or fraudulent conveyance for purposes of the Federal Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law relating to fraudulent transfer or conveyanceLaw. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations Obligations of such Guarantor under its Note Guarantee shall be limited to the maximum amount that will notwill, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations Obligations of such other Guarantor under its Note Guarantee, result in the obligations Obligations of such Guarantor under its Note Guarantee constituting a not becoming voidable under applicable Bankruptcy Law relating to fraudulent transfer or fraudulent conveyance.

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

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each of Notes, each Holder, confirms the Holders hereby confirm that it is the intention of all such parties that the Note Guarantee of guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal any Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal Federal or state law relating to fraudulent transfer or conveyancelaw. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors such Guarantor hereby irrevocably agree that the obligations of such Guarantor under its Note the Guarantee shall be limited to the maximum amount that will notas will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, but not limited to, the Guarantor Senior Debt of such Guarantor) and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to Section 10.6, result in the obligations of such Guarantor under its Note the Guarantee not constituting a such fraudulent transfer or conveyance.

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

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance of Notes, hereof each Holder, Holder confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors hereby irrevocably agree that the obligations of such Guarantor under its Note Guarantee (other than a company that is a direct or indirect parent of the Company) shall be limited to the maximum amount that will not, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution 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, result in the obligations of such Guarantor under its Note Guarantee constituting a fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance of Noteshereof each Holder and the Trustee, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of guarantee by such Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of title 11 of the Federal Bankruptcy United States Code, as amended, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal U.S. Federal or state law relating to fraudulent transfer or conveyanceother applicable law. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors each Guarantor hereby irrevocably agree that the obligations of such each Guarantor under its Note Subsidiary Guarantee shall be limited to the maximum amount that will notas will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeSubsidiary Guarantee or pursuant to Section 10.05, result in the obligations of such Guarantor under its Note Subsidiary Guarantee not constituting such a fraudulent transfer or conveyanceconveyance under Federal or State law.

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance of Notes, hereof each Holder, Holder hereby confirms that it is the intention of all such parties that the Note Guarantee of guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal any Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal Federal or state law relating to fraudulent transfer or conveyancelaw. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors such Guarantor hereby irrevocably agree that the obligations of such Guarantor under its Note Guarantee shall be limited to the maximum amount that will notas will, after giving effect to all other contingent and fixed liabilities (including all of its obligations under or with respect to the Credit Agreement and all Interest Swap Obligations and obligations under Currency Agreements) of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to Section 10.5, result in the obligations of such Guarantor under its Note the Guarantee not constituting a such fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance of Notes, hereof each Holder, hereby confirms that it is the intention of all such parties that the Guarantee by such Guarantor pursuant to its Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law relating to fraudulent transfer or conveyancelaw. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors each Guarantor hereby irrevocably agree that the obligations of such Guarantor under its Note Guarantee shall will be limited to the maximum amount that will notas will, after giving effect to all other contingent and fixed liabilities (including, but not limited to, Senior Debt of a Guarantor) of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to Section 10.4 hereof, result in the obligations of such Guarantor under its Note Guarantee not constituting such a fraudulent transfer conveyance or conveyancefraudulent transfer. This Section 10.3 is for the benefit of the creditors of each Guarantor.

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance of Notes, each Holder, confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors hereby irrevocably agree that the obligations of such Guarantor under its Note Guarantee shall be limited to the maximum amount that will not, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution 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, result in the obligations of such Guarantor under its Note Guarantee constituting a fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Guarantor Guarantor, if any, upon the execution and delivery of a Guarantee pursuant to Section 4.16, and by its acceptance of Notes, hereof each Holder, Holder hereby confirms that it is the intention of all such parties that the Note Guarantee of guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal any Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal Federal or state law relating to fraudulent transfer or conveyancelaw. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors such Guarantor hereby irrevocably agree that the obligations of such Guarantor under its Note the Guarantee shall be limited to the maximum amount that will notas will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to Section 10.5, result in the obligations of such Guarantor under its Note the Guarantee not constituting a such fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder of Notes, each Holder, Notes hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Federal any Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal Federal or state law relating to fraudulent transfer or conveyancelaw. To effectuate the foregoing intention, the Trustee, the Holders of Notes and Guarantors such Guarantor hereby irrevocably agree that the obligations of such Guarantor under its Note Guarantee shall be limited to the maximum amount that will notas will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations Obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to Section 10.5, result in the obligations of such Guarantor under its Note Guarantee not constituting a such fraudulent transfer or conveyance.

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

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance Any term or provision of Notesthis Indenture to the contrary notwithstanding, each Holder, confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes maximum aggregate amount of the Federal Bankruptcy Codeobligations Guaranteed hereunder by any Guarantor shall not exceed the maximum amount that can be hereby Guaranteed without rendering this Indenture, the Uniform Fraudulent Conveyance Actas it relates to such Guarantor, the Uniform Fraudulent Transfer Act or any similar federal or state voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or conveyancesimilar laws affecting the rights of creditors generally. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors hereby irrevocably agree that the obligations of such each Guarantor under its Note Guarantee shall be limited to the maximum amount that will notas will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to its contribution obligations hereunder, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, state or conveyanceforeign law. Each Guarantor that makes a payment or distribution under a Guarantee shall be entitled to a contribution from each other Guarantor in an amount based on the consolidated net worth of each Guarantor.

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance of Notes, hereof each Holder, holder hereby confirms that it is the intention of all such parties that the Note Guarantee of guarantee by such Guarantor pursuant to this Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law relating to fraudulent transfer or conveyancelaw. To effectuate the foregoing intention, the Trustee, the Holders holders and Guarantors each Guarantor hereby irrevocably agree that the obligations of each such Guarantor under its Note this Guarantee shall be limited to the maximum amount that will notas will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor (as defined in the Indenture) in respect of the obligations of such other Guarantor (as defined in the Indenture) under its Note Guarantee (as defined in the Indenture) or pursuant to Section 4 of this Guarantee, result in the obligations of such Guarantor under its Note this Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or conveyancestate law. This Section 3 is for the benefit of the creditors of each Guarantor.

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each of Notes, each Holder, confirms the Holders hereby confirm that it is the intention of all such parties that the Note Guarantee of guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal any Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal Federal or state law relating to fraudulent transfer or conveyancelaw. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors such Guarantor hereby irrevocably agree that the obligations of such Guarantor under its Note the Guarantee shall be limited to the maximum amount that will notas will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, but not limited to, the Guarantor Senior Debt of such Guarantor) and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to Section 11.7, result in the obligations of such Guarantor under its Note the Guarantee not constituting a such fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance of Notes, hereof each Holder, Holder confirms that it is the intention of all such parties that the Guarantee by each such Guarantor pursuant to its Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors each such Guarantor hereby irrevocably agree that the obligations of such Guarantor under its Note Guarantee shall be limited to the maximum amount that will not, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to this Section 1204, result in the obligations of such Guarantor under its Note Guarantee constituting a such fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. (a) Each Guarantor Guarantor, if any, upon the execution and delivery of a Guarantee pursuant to Section 4.16, and by its acceptance of Notes, hereof each Holder, Holder hereby confirms that it is the intention of all such parties that the Note Guarantee of guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal any Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal Federal or state law relating to fraudulent transfer or conveyancelaw. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors such Guarantor hereby irrevocably agree that the obligations of such Guarantor under its Note the Guarantee shall be limited to the maximum amount that will notas will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to Section 10.5, result in the obligations of such Guarantor under its Note the Guarantee not constituting a such fraudulent transfer or conveyance. (b) The Guarantees of the Subsidiary Guarantors shall be suspended during any Suspension Period, as provided in Section 4.20(b) hereof.

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance of Noteshereof each Holder and the Trustee, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of by such Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of title 11 of the Federal Bankruptcy United States Code, as amended, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal U.S. Federal or state law relating to fraudulent transfer or conveyanceother applicable law. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors each Guarantor hereby irrevocably agree that the obligations of such each Guarantor under its Note Subsidiary Guarantee shall be limited to the maximum amount that will notas will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeSubsidiary Guarantee or pursuant to Section 11.05, result in the obligations of such Guarantor under its Note Subsidiary Guarantee not constituting such a fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance Any term or provision of Notesthis Supplemental Indenture to the contrary notwithstanding, each Holder, confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes maximum aggregate amount of the Federal Bankruptcy Codeobligations guaranteed hereunder by any Guarantor shall not exceed the maximum amount that can be hereby guaranteed without rendering this Supplemental Indenture, the Uniform Fraudulent Conveyance Actas it relates to such Guarantor, the Uniform Fraudulent Transfer Act or any similar federal or state voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or conveyancesimilar laws affecting the rights of creditors generally. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors hereby irrevocably agree that the obligations of such each Guarantor under its Note Guarantee shall be limited to the maximum amount that will notas will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, but not limited to, all Guarantor Senior Debt of such Guarantor) and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to its contribution obligations hereunder, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, state or conveyanceforeign law. Each Guarantor that makes a payment or distribution under a Guarantee shall be entitled to a contribution from each other Guarantor in an amount based on the consolidated net worth of each Guarantor.

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

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance of Noteshereof each Holder and the Trustee, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal U.S. Federal or state law relating to fraudulent transfer or conveyanceother applicable law. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors each Guarantor hereby irrevocably agree that the obligations of such each Guarantor under its Note Guarantee shall be limited to the maximum amount that will notas will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to Section 11.05, result in the obligations of such Guarantor under its Note Guarantee not constituting such a fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Subsidiary Guarantor and by its acceptance of Notes, hereof each Holder, Holder hereby confirms that it is the intention of all such parties that the Note guarantee by such Subsidiary Guarantor pursuant to its Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Federal any Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law relating to fraudulent transfer or conveyancelaw. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors such Subsidiary Guarantor hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its Note Guarantee shall be limited to the maximum amount that will notas will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to Section 11.5, result in the obligations of such Subsidiary Guarantor under its Note the Guarantee not constituting a such fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance of Notes, hereof each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of by such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the Federal Bankruptcy United States Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law relating to fraudulent transfer or conveyancethe extent applicable to any Guarantor. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors such Guarantor hereby irrevocably agree that the obligations of such Guarantor under this Indenture and its Note Guarantee shall be limited to the maximum aggregate amount that will notwhich, after giving effect to all other contingent and fixed liabilities of such Guarantor Guarantor, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of of, any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to its contribution obligations under this Indenture, will result in the obligations of such Guarantor under its Note Guarantee not constituting a such fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance of Notes, each Holder, confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors hereby irrevocably agree that the obligations of such Guarantor under its Note Guarantee shall be limited to an amount not to exceed the maximum amount that will not, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution 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, result in the obligations of such Guarantor under its Note Guarantee constituting a being voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or conveyancesimilar laws affecting the rights of creditors generally.

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance of Notes, hereof each Holder, Holder hereby confirms that it is the intention of all such parties that the Note Guarantee of guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal Federal or state law relating to fraudulent transfer or conveyancelaw. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors such Guarantor hereby irrevocably agree that the obligations of such Guarantor under its Note the Guarantee shall be limited to the maximum amount that will notas will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, but not limited to, the Guarantor Senior Debt of such Guarantor) and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to Section 11.07, result in the obligations of such Guarantor under its Note the Guarantee not constituting a such fraudulent transfer or conveyance.

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

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each of Notes, each Holder, the Holders hereby confirms that it is the intention of all such parties that the Note Guarantee of guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal any Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal Federal or state law relating to fraudulent transfer or conveyancelaw. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors such Guarantor hereby irrevocably agree that the obligations of such Guarantor under its Note the Guarantee shall be limited to the maximum amount that will notas will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, but not limited to, the Guarantor Senior Debt of such Guarantor) and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to Section 10.05, result in the obligations of such Guarantor under its Note the Guarantee not constituting a such fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Guarantor and and, by its acceptance hereof each of Notesthe Lenders, each Holder, hereby confirms that it is the intention of all such parties that the Note this Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Federal any Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal Federal or state law relating to fraudulent transfer or conveyancelaw. To effectuate the foregoing intention, the Trustee, the Holders Lenders and Guarantors such Guarantor hereby irrevocably agree that the obligations of such Guarantor under its Note the Guarantee shall be limited to the maximum amount that will notas will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, but not limited to, the Guarantor Senior Debt of such Guarantor) and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to Section 10.7, result in the obligations of such Guarantor under its Note the Guarantee not constituting a such fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance of Notes, hereof each Holder, Holder confirms that it is the intention of all such parties that the Note Guarantee of guarantee by each such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act, the Fraudulent Conveyances Act or any similar federal federal, provincial or state law or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors each such Guarantor hereby irrevocably agree that the obligations of such Guarantor under its Note Guarantee shall be limited to the maximum amount that will not, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to this Section 1204, result in the obligations of such Guarantor under its Note Guarantee constituting a such fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each New Guarantor and by its acceptance of Notes, each Holder, confirms that it is the intention of all such parties that the Note Guarantee guarantee of such New Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Trustee, the Holders Holders, the Guarantors and the New Guarantors hereby irrevocably agree that the obligations of such New Guarantor under its Note Guarantee guarantee shall be limited to the maximum amount that will not, after giving effect to all other contingent and fixed liabilities of such New Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other New Guarantor or Guarantor in respect of the obligations of such other New Guarantor or Guarantor under its Note Guaranteeguarantee, result in the obligations of such New Guarantor under its Note Guarantee guarantee constituting a fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance of Notes, hereof each Holder, hereby confirms that it is the intention of all such parties that the Guarantee by such Guarantor pursuant to its Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law relating to fraudulent transfer or conveyancelaw. To effectuate the foregoing intention, the TrusteeHolders, the Holders Trustee and Guarantors each Guarantor hereby irrevocably agree that the obligations of such Guarantor under its Note Guarantee shall will be limited to the maximum amount that will notas will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to Section 10.4, result in the obligations of such Guarantor under its Note Guarantee not constituting such a fraudulent transfer conveyance or conveyancefraudulent transfer. This Section 10.3 is for the benefit of the creditors of each Guarantor.

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance of NotesSecurities, each Holder, Holder hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors each such Guarantor hereby irrevocably agree that the obligations of such Guarantor under its Note Guarantee shall be limited to the maximum amount that will notas 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 Guarantor in respect of the obligations of such other Guarantor under its Note Guaranteethis Article Thirteen, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer or conveyanceunder applicable law.

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each of Notes, each Holder, the Lenders hereby confirms that it is the intention of all such parties that the Note Guarantee of guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal any Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal Federal or state law relating to fraudulent transfer or conveyancelaw. To effectuate the foregoing intention, the Trustee, the Holders Lenders and Guarantors such Guarantor hereby irrevocably agree that the obligations of such Guarantor under its Note Guarantee shall be limited to the maximum amount that will notas will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, but not limited to, the Guarantor Senior Indebtedness of such Guarantor) and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to Section 10.6, result in the obligations of such Guarantor under its Note Guarantee not constituting a such fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance of Notes, hereof each Holder, Holder confirms that it is the intention of all such parties that the Note Guarantee of guarantee by each such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors each such Guarantor hereby irrevocably agree that the obligations of such Guarantor under its Note Guarantee shall be limited to the maximum amount that will not, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to Section 1305 hereof, result in the obligations of such Guarantor under its Note Guarantee constituting a such fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance of Noteshereof each Holder and the Trustee, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of title 11 of the Federal Bankruptcy United States Code, as amended, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal U.S. Federal or state law relating to fraudulent transfer or conveyanceother applicable law. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors each Guarantor hereby irrevocably agree that the obligations of such each Guarantor under its Note Guarantee shall be limited to the maximum amount that will notas will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to Section 12.05, result in the obligations of such Guarantor under its Note Guarantee not constituting such a fraudulent transfer or conveyance.

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

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance Any term or provision of Notesthis Indenture to the contrary notwithstanding, each Holder, confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes maximum aggregate amount of the Federal Bankruptcy Codeobligations guaranteed hereunder by any Guarantor shall not exceed the maximum amount that can be hereby guaranteed without rendering this Indenture, the Uniform Fraudulent Conveyance Actas it relates to such Guarantor, the Uniform Fraudulent Transfer Act or any similar federal or state voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or conveyancesimilar laws affecting the rights of creditors generally. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors hereby irrevocably agree that the obligations of such each Guarantor under its Note Guarantee shall be limited to the maximum amount that will notas will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, but not limited to, all Guarantor Senior Debt of such Guarantor) and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to its contribution obligations hereunder, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, state or conveyanceforeign law. Each Guarantor that makes a payment or distribution under a Guarantee shall be entitled to a contribution from each other Guarantor in an amount based on the consolidated net worth of each Guarantor.

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance of Notes, hereof each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of by such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the Federal Bankruptcy United States Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or Federal of state law relating to fraudulent transfer or conveyancelaw. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors such Guarantor hereby irrevocably agree that the obligations of such Guarantor under this Thirteenth Supplemental Indenture and its Note Guarantee shall be limited to the maximum amount that will notwhich, after giving effect to all other contingent and fixed liabilities of such Guarantor Guarantor, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of of, any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to its contribution obligations under this Thirteenth Supplemental Indenture, will result in the obligations of such Guarantor under its Note Guarantee not constituting a such fraudulent transfer or conveyance.

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

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance of Notes, hereof each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of by such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the Federal Bankruptcy United States Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or Federal of state law relating to fraudulent transfer or conveyancelaw. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors such Guarantor hereby irrevocably agree that the obligations of such Guarantor under this Fifteenth Supplemental Indenture and its Note Guarantee shall be limited to the maximum amount that will notwhich, after giving effect to all other contingent and fixed liabilities of such Guarantor Guarantor, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of of, any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to its contribution obligations under this Fifteenth Supplemental Indenture, will result in the obligations of such Guarantor under its Note Guarantee not constituting a such fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance of Notes, hereof each Holder, holder hereby confirms that it is the intention of all such parties that the Note Guarantee of guarantee by such Guarantor pursuant to this Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law relating to fraudulent transfer or conveyancelaw. To effectuate the foregoing intention, the Trustee, the Holders holders and Guarantors each Guarantor hereby irrevocably agree that the obligations of each such Guarantor under its Note this Guarantee shall be limited to the maximum amount that will notas will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor (as defined in the Indenture) in respect of the obligations of such other Guarantor (as defined in the Indenture) under its Note Guarantee (as defined in the Indenture) or pursuant to Section 5 of this Guarantee, result in the obligations of such Guarantor under its Note this Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or conveyancestate law. This Section 4 is for the benefit of the creditors of each Guarantor.

Limitation of Guarantor's Liability. Each Guarantor and Guarantor, as of the Issue Date or any time hereafter, and, by its acceptance of Noteshereof, each Holder, of the Holders hereby confirms that it is the intention of all such parties that the Note Guarantee of guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal any Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal Federal or state law relating to fraudulent transfer or conveyancelaw. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors such Guarantor hereby irrevocably agree that the obligations of such Guarantor under its Note the Guarantee shall be limited to the maximum amount that will notas shall, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to Section 10.05, result in the obligations of such Guarantor under its Note the Guarantee not constituting a such fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance of Notes, hereof each Holder, Holder confirms that it is the intention of all such parties that the guarantee by each such Guarantor pursuant to its Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors each such Guarantor hereby irrevocably agree that the obligations of such Guarantor under its Note Guarantee shall be limited to the maximum amount that will not, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to this Section 12.04, result in the obligations of such Guarantor under its Note Guarantee constituting a such fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance of Noteshereof each Lender and the Arranger, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of title 11 of the Federal Bankruptcy United States Code, as amended, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal U.S. Federal or state law relating to fraudulent transfer or conveyanceother applicable law. To effectuate the foregoing intention, the Trustee, the Holders Lenders and Guarantors such Guarantor hereby irrevocably agree that the obligations of such Guarantor under its Note the Guarantee shall be limited to the maximum amount that will notas will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to Section 10.4, result in the obligations of such Guarantor under its Note the Guarantee not constituting a such fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance of Notes, hereof each Holder, Holder hereby confirms that it is the intention of all such parties that the Note Guarantee of guarantee by such Guarantor pursuant to its Guarantee shall not constitute a fraudulent transfer or conveyance for purposes of the Federal any Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal Federal or state law relating to fraudulent transfer or conveyancelaw. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors such Guarantor hereby irrevocably agree that the obligations of such Guarantor under its Note Guarantee shall be limited to the maximum amount that will notas will, after giving effect to all other contingent and fixed liabilities (including all of its obligations under or with respect to the Credit Agreement and all Interest Rate Agreements) of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to Section 13.5, result in the obligations of such Guarantor under its Note the Guarantee not constituting a such fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance of Notes, hereof each Holder, Holder confirms that it is the intention of all such parties that the Note Guarantee of guarantee by each such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors each such Guarantor hereby irrevocably agree that the obligations of such Guarantor under its Note Guarantee shall be limited to the maximum amount that will not, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to this Section 1205, result in the obligations of such Guarantor under its Note Guarantee constituting a such fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance of Noteshereof each Holder and the Trustee, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of title 11 of the Federal Bankruptcy United States Code, as amended, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal U.S. Federal or state law relating to fraudulent transfer or conveyanceother applicable law. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors each Guarantor hereby irrevocably agree that the obligations of such each Guarantor under its Note Guarantee shall be limited to the maximum amount that will notas will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to Section 11.05, result in the obligations of such Guarantor under its Note Guarantee not constituting such a fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Note Guarantor and by its acceptance of Notes, hereof each Holder, Holder confirms that it is the intention of all such parties that the Note Guarantee of such Note Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Trustee, the Holders and Note Guarantors hereby irrevocably agree that the obligations of such Note Guarantor under its Note Guarantee shall be limited to the maximum amount that will not, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee, result in the obligations of such Note Guarantor under its Note Guarantee constituting a fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Guarantor and and, by its acceptance of Noteshereof, each Holder, Holder confirms that it is the intention of all such parties that the Note Guarantee of guarantee by each such Guarantor pursuant to its Guarantee does not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors each such Guarantor hereby irrevocably agree that the obligations of such Guarantor under its Note Guarantee shall be limited to the maximum amount that will not, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to this Section 12.04, result in the obligations of such Guarantor under its Note Guarantee constituting a such fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Guarantor ----------------------------------- shall confirm, and by its acceptance of Noteshereof each Holder hereby confirms, each Holder, confirms that it is the intention of all such parties that the Note Guarantee of by such Guarantor pursuant to its Note Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal federal, state or state law relating to fraudulent transfer or conveyanceforeign law. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors hereby irrevocably agree and each Guarantor shall agree that the obligations Obligations of such Guarantor under its Note Guarantee this Article XI shall be limited to the maximum amount that will notas will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations Obligations of such other Guarantor under its Note Guaranteethis Article XI, result in the obligations Obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyanceconveyance under applicable federal, state or foreign law.

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

Limitation of Guarantor's Liability. Each Guarantor and ----------------------------------- and, by its acceptance of Noteshereof, each Holder, Holder confirms that it is the intention of all such parties that the Note Guarantee of guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy Codeany Federal, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act state or any similar federal or state law relating to fraudulent transfer or conveyanceforeign law. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors each Guarantor hereby irrevocably agree that the obligations of such each Guarantor under its Note Guarantee shall be limited to the maximum amount that will notas will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee pursuant to subsection (e) of Section 10.1 hereof, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under Federal, state or conveyanceforeign law.

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance of Noteshereof each Holder and the Trustee, each Holder, hereby confirms that it is the intention of all such parties that the guarantee by such Note Guarantor pursuant to its Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of title 11 of the Federal Bankruptcy United States Code, as amended, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal U.S. Federal or state law relating to fraudulent transfer or conveyanceother applicable law. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors each Guarantor hereby irrevocably agree that the obligations of such each Guarantor under its Note Guarantee shall be limited to the maximum amount that will notas will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to Section 10.05, result in the obligations of such Guarantor Guar- antor under its Note Guarantee not constituting such a fraudulent transfer or conveyanceconveyance under Federal or State law.

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance of Noteshereof each Holder and the Trustee, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the Federal Bankruptcy United States Code, as amended, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal U.S. Federal or state law relating to fraudulent transfer or conveyanceother applicable law. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors such Guarantor hereby irrevocably agree that the obligations of such Guarantor under its Note the Guarantee shall be limited to the maximum amount that will notas will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to Section 15.5, result in the obligations of such Guarantor under its Note the Guarantee not constituting a such fraudulent transfer or conveyance.

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

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance of Notes, a Note each Holder, Holder confirms that it is the intention of all such parties that the Note Guarantee of guarantee by each such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors each such Guarantor hereby irrevocably agree that the obligations of such Guarantor under its Note Guarantee shall be limited to the maximum amount that will not, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to this Section 1204, result in the obligations of such Guarantor under its Note Guarantee constituting a such fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance of Notes, hereof each Holder, Holder hereby confirms that it is the intention of all such parties that the Note Guarantee of guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal Federal or state law relating to fraudulent transfer or conveyancelaw. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors such Guarantor hereby irrevocably agree that the obligations of such Guarantor under its Note the Guarantee shall be limited to the maximum amount that will notas will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, but not limited to, the Guarantor Senior Indebtedness of such Guarantor) and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to Section 10.6, result in the obligations of such Guarantor under its Note the Guarantee not constituting a such fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each of Notes, each Holder, the Beneficiaries hereby confirms that it is the intention of all such parties hereto that the Note Guarantee of guarantee by such Guarantor pursuant to this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy Codeany bankruptcy law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law relating to fraudulent transfer or conveyancelaw. To effectuate the foregoing intention, each of the Trustee, Beneficiaries and the Holders and Guarantors hereby irrevocably agree that the obligations of such Guarantor under its Note Guarantee this Guaranty shall be limited to the maximum amount that will notas will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guaranteethis Guaranty, result in the obligations of such Guarantor under its Note Guarantee this Guaranty not constituting a such fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Guarantor and by its ----------------------------------- acceptance hereof each of Notes, each Holder, the Lenders hereby confirms that it is the intention of all such parties that the Note Guarantee of guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal any Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal Federal or state law relating to fraudulent transfer or conveyancelaw. To effectuate the foregoing intention, the Trustee, the Holders Lenders and Guarantors such Guarantor hereby irrevocably agree that the obligations of such Guarantor under its Note the Guarantee shall be limited to the maximum amount that will notas will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, but not limited to, the Guarantor Senior Indebtedness of such Guarantor) and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to SECTION 10.7, result in the obligations of such Guarantor under its Note the Guarantee not constituting a such fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance of Noteshereof each Holder and the Trustee, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of title 11 of the Federal Bankruptcy United States Code, as amended, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal U.S. Federal or state law relating to fraudulent transfer or conveyanceother applicable law. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors such Guarantor hereby irrevocably agree that the obligations of such Guarantor under its Note the Guarantee shall be limited to the maximum amount that will notas will, after giving effect to all other contingent and fixed liabilities of such Guarantor including, without limitation, such Guarantor's guarantee of outstanding obligations under the Credit Agreement and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to Section 11.05, result in the obligations of such Guarantor under its Note the Guarantee not constituting a such fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Guarantor and and, by its acceptance of Noteshereof, each Holder, Holder confirms that it is the intention of all such parties that the Note Guarantee of guarantee by each such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors each such Guarantor hereby irrevocably agree that the obligations of such Guarantor under its Note Guarantee shall be limited to the maximum amount that will not, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to this Section 12.04, result in the obligations of such Guarantor under its Note Guarantee constituting a such fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance of Notes, hereof each Holder, Holder confirms that it is the intention of all such parties that the Note Guarantee of guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law relating to fraudulent transfer or conveyancelaw. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors each Guarantor (other than Parent, which shall be liable hereunder to the full extent of the Guarantee) hereby irrevocably agree that the obligations of such Guarantor under its Note the Guarantee shall be limited to the maximum amount that will notas will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to Section 11.07, result in the obligations of such Guarantor under its Note the Guarantee not constituting a such fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Guarantor upon executing a Guarantor Supplemental Indenture and by its acceptance of Notes, hereof each Holder, confirms Holder shall confirm that it is the intention of all such parties that the Note Guarantee of guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal any Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal Federal or state law relating to fraudulent transfer or conveyancelaw. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors such Guarantor shall hereby irrevocably agree that the obligations of such Guarantor under its Note the Guarantee shall be limited to the maximum amount that will notas will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to Section 10.5, result in the obligations of such Guarantor under its Note the Guarantee not constituting a such fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance of Noteshereof each Holder and the Trustee, each Holder, confirms hereby confirm that it is the intention of all such parties that the Note Guarantee of guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of title 11 of the Federal Bankruptcy United States Code, as amended, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal U.S. Federal or state law relating to fraudulent transfer or conveyanceother applicable law. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors such Guarantor hereby irrevocably agree that the obligations of such Guarantor under its Note the Guarantee shall be limited to the maximum amount that will notas will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to Section 11.05, result in the obligations of such Guarantor under its Note the Guarantee not constituting a such fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance of Notes, hereof each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal any Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal Federal or state law relating to fraudulent transfer or conveyancelaw. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors each such Guarantor hereby irrevocably agree that the obligations Obligations of such Guarantor under its Note Guarantee shall be limited to the maximum amount that will notas will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any Obligations under the Credit Facility) and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to Section 11.6, result in the obligations Obligations of such Guarantor under its Note Guarantee not constituting a such fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each The New Guarantor and by its acceptance of Notes, each Holder, confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Trustee, the Holders Holders, the Existing Guarantors and Guarantors the New Guarantor hereby irrevocably agree that the obligations of such the New Guarantor under its Note Guarantee shall be limited to the maximum amount that will not, after giving effect to all other contingent and fixed liabilities of such the New Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the New Guarantor in respect of the obligations of such other Existing Guarantor or the New Guarantor under its Note Guaranteeguarantee, result in the obligations of such the New Guarantor under its Note Guarantee constituting a fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each of Notes, each Holder, confirms the Holders hereby confirm that it is the intention of all such parties that the Note Guarantee of guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal any Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal Federal or state law relating to fraudulent transfer or conveyancelaw. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors such Guarantor hereby irrevocably agree that the obligations of such Guarantor under its Note the Guarantee shall be limited to the maximum amount that will notas will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, but not limited to, the Guarantor Senior Debt of such Guarantor) and after giving effect to any collections from, rights to receive contribution from or payments made by -89- or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to Section 10.6, result in the obligations of such Guarantor under its Note the Guarantee not constituting a such fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance of Notes, hereof each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of by such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the Federal Bankruptcy United States Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or Federal of state law relating to fraudulent transfer or conveyancelaw. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors such Guarantor hereby irrevocably agree that the obligations of such Guarantor under this Fifth Supplemental Indenture and its Note Guarantee shall be limited to the maximum amount that will notwhich, after giving effect to all other contingent and fixed liabilities of such Guarantor Guarantor, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of of, any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to its contribution obligations under this Fifth Supplemental Indenture, will result in the obligations of such Guarantor under its Note Guarantee not constituting a such fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Guarantor The Guarantor, and by its acceptance of Notesthe Notes and this Notation of Guarantee, each Holder, Holder confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy Codebankruptcy 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 fraudulent transfer or conveyance. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors hereby irrevocably agree that the obligations of such Guarantor under its Note Guarantee shall be limited to the maximum amount that will not, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution 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, result in the obligations of such Guarantor under its Note Guarantee constituting a fraudulent transfer or conveyance.

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

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance of Notes, hereof each Holder, Holder hereby confirms that it is the intention of all such parties that the Note Guarantee of guarantee by such Guarantor pursuant to its Guarantee shall not constitute a fraudulent transfer or conveyance for purposes of the Federal any Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal Federal or state law relating to fraudulent transfer or conveyancelaw. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors such Guarantor hereby irrevocably agree that the obligations of such Guarantor under its Note Guarantee shall be limited to the maximum amount that will notas will, after giving effect to all other contingent and fixed liabilities (including all of its obligations under or with respect to the Senior Credit Facility and all Interest Rate Agreements) of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to Section 13.5, result in the obligations of such Guarantor under its Note the Guarantee not constituting a such fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each of Notes, each Holder, the Lenders hereby confirms that it is the intention of all such parties that the Note Guarantee of guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal any Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal Federal or state law relating to fraudulent transfer or conveyancelaw. To effectuate the foregoing intention, the Trustee, the Holders Lenders and Guarantors such Guarantor hereby irrevocably agree that the obligations of such Guarantor under its Note the Guarantee shall be limited to the maximum amount that will notas will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, but not limited to, the Guarantor Senior Indebtedness of such Guarantor) and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to Section 9.6, result in the obligations of such Guarantor under its Note the Guarantee not constituting a such fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Guarantor and and, by its acceptance of Noteshereof, each Holder, Holder confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor under its Note Guarantee shall be limited to the maximum amount that will not, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution 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, result in the obligations of such Guarantor under its Note Guarantee constituting a fraudulent transfer or conveyance.. 94|

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

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance of Notes, hereof each Holder, Holder confirms that it is the intention of all such parties that the Note Guarantee of guarantee by each such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors each such Guarantor hereby irrevocably agree that the obligations of such Guarantor under its Note Guarantee shall be limited to the maximum amount that will not, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to this Section 1204, result in the obligations of such Guarantor under its Note Guarantee constituting a such fraudulent transfer or conveyance.. 105

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance of Notes, hereof each Holder, Holder confirms that it is the intention of all such parties that the guarantee by each Guarantor pursuant to its Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors such Guarantor hereby irrevocably agree that the obligations of such Guarantor under its Note Guarantee shall be limited to the maximum amount that will not, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to Section 1306 hereof, result in the obligations of such Guarantor under its Note Guarantee constituting a such fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance of Notes, hereof each Holder, Holder hereby confirms that it is the intention of all such parties that the Note Guarantee of guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law relating to fraudulent transfer or conveyancelaw. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors such Guarantor hereby irrevocably agree that the obligations of such Guarantor under its Note the Guarantee shall be limited to the maximum amount that will notas will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, but not limited to, the Guarantor Senior Debt of such Guarantor) and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to Section 11.7, result in the obligations of such Guarantor under its Note the Guarantee not constituting a such fraudulent transfer or conveyanceconveyance under federal or state law.

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each of Notes, each Holder, the Lenders hereby confirms that it is the intention of all such parties that the Note Guarantee of guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal any Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal Federal or state law relating to fraudulent transfer or conveyanceLaw. To effectuate the foregoing intention, the Trustee, the Holders Lenders and Guarantors such Guarantor hereby irrevocably agree that the obligations of such Guarantor under its Note the Guarantee shall be limited to the maximum amount that will notas will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, but not limited to, the Guarantor Senior Indebtedness of such Guarantor) and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to Section 9.5, result in the obligations of such Guarantor under its Note the Guarantee not constituting a such fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance of Notes, hereof each Holder, Holder confirms that it is the intention of all such parties that the Note Guarantee of guarantee by each such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors each such Guarantor hereby irrevocably agree that the obligations of such Guarantor under its Note Guarantee shall be limited to the maximum amount that will not, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to this ‎Section 12.04, result in the obligations of such Guarantor under its Note Guarantee constituting a such fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance of Notes, hereof each Holder, Holder confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors hereby irrevocably agree that the obligations of such Guarantor under its Note Guarantee shall be limited to the maximum amount that will not, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution 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, result in the obligations of such Guarantor under its Note Guarantee constituting a fraudulent conveyance, fraudulent preference or fraudulent transfer or conveyanceotherwise reviewable under applicable law.

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance of Notes, hereof each Holder, Holder hereby confirms that it is the intention of all such parties that the Note Guarantee of by such Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal any Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law relating to fraudulent transfer or conveyancelaw. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors each such Guarantor hereby irrevocably agree that the obligations Obligations of such Guarantor under its Note Subsidiary Guarantee shall be limited to the maximum amount that will notas will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any Obligations under the Bank 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 Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeSubsidiary Guarantee or pursuant to Section 10.6, result in the obligations Obligations of such Guarantor under its Note Subsidiary Guarantee not constituting a such fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Guarantor (if any), and by its acceptance of Notes, hereof each Holder, hereby confirms that it is the intention of all such parties that the Guarantee by such Guarantor pursuant to its Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law relating to fraudulent transfer or conveyancelaw. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors each Guarantor (if any) hereby irrevocably agree that the obligations of such Guarantor under its Note Guarantee shall will be limited to the maximum amount that will notas will, after giving effect to all other contingent and fixed liabilities (including, but not limited to, Senior Debt of a Guarantor) of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to Section 10.4 hereof, result in the obligations of such Guarantor under its Note Guarantee not constituting such a fraudulent transfer conveyance or conveyancefraudulent transfer. This Section 10.3 is for the benefit of the creditors of each Guarantor.

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance of Notes, a Note each Holder, Holder confirms that it is the intention of all such parties that the Note Subsidiary Guarantee of by such Guarantor pursuant to its Subsidiary Guarantee does not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law relating to fraudulent transfer or conveyancelaw. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors such Guarantor hereby irrevocably agree that the obligations of such Guarantor under its Note Guarantee the Subsidiary Guarantees shall be limited to the maximum amount that will notas will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including without limitation all guarantees of such Guarantor given in respect of the New Credit Facility and all other Senior Debt of such Guarantor) and after giving effect to any collections from, rights to receive contribution from or 71 72 payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guaranteethe Subsidiary Guarantees or pursuant to Section 11.07, result in the obligations of such Guarantor under its Note Guarantee the Subsidiary Guarantees not constituting a such fraudulent transfer or conveyance.

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

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance of Notes, hereof each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of by such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the Federal Bankruptcy United States Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or Federal of state law relating to fraudulent transfer or conveyancelaw. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors such Guarantor hereby irrevocably agree that the obligations of such Guarantor under this Eighteenth Supplemental Indenture and its Note Guarantee shall be limited to the maximum amount that will notwhich, after giving effect to all other contingent and fixed liabilities of such Guarantor Guarantor, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of of, any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to its contribution obligations under this Eighteenth Supplemental Indenture, will result in the obligations of such Guarantor under its Note Guarantee not constituting a such fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance of Notes, hereof each Holder, Holder confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or fraudulent conveyance for purposes of the Federal Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law relating to fraudulent transfer or conveyanceLaw. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors hereby irrevocably agree that the obligations Obligations of such Guarantor under its Note Guarantee shall be limited to the maximum amount that will not, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations Obligations of such other Guarantor under its Note Guarantee, result in the obligations Obligations of such Guarantor under its Note Guarantee constituting a becoming voidable under applicable Bankruptcy Law relating to fraudulent transfer or fraudulent conveyance.

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance of Noteshereof, each Holder, Holder confirms that it is the intention of all such parties that the Note Guarantee of guarantee by each such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law or the provisions of its local law relating to fraudulent transfer or conveyanceconveyance to the extent applicable to any Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors each such Guarantor hereby irrevocably agree that the obligations of such Guarantor under its Note Guarantee shall be limited to the maximum amount that will not, 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 contributions from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to this Article Twelve, result in the obligations of such Guarantor under its Note Guarantee constituting a such fraudulent transfer or conveyanceconveyance under applicable law.

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance of Notes, hereof each Holder, Holder confirms that it is the intention of all such parties that the Note Guarantee of guarantee by each such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors each such Guarantor hereby irrevocably agree that the obligations of such Guarantor under its Note Guarantee shall be limited to the maximum amount that will not, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note GuaranteeGuarantee or pursuant to this Section 12.05, result in the obligations of such Guarantor under its Note Guarantee constituting a such fraudulent transfer or conveyance.