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

Limitation of Guarantor's Liability. Each Guarantor, and by its acceptance hereof each Holder, hereby confirms that it is the intention of all such parties that the Guarantee by such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the United States Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantor. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the obligations of such Guarantor under this Indenture and its Guarantee shall be limited to the maximum aggregate amount which, after giving effect to all other contingent and fixed liabilities of such Guarantor, and after giving effect to any collections from or payments made by or on behalf of, any other Guarantor in respect of the obligations of such Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, will result in the obligations of such Guarantor under its Guarantee not constituting such fraudulent transfer or conveyance. Each Guarantee is expressly limited so that in no event, including the acceleration of the Maturity of the Securities, shall the amount paid or agreed to be paid in respect of interest on the Securities (or fees or other amounts deemed payment for the use of funds) exceed the maximum permissible amount under applicable law, as in effect on the date hereof and as subsequently amended or modified to allow a greater amount of interest (or fees or other amounts deemed payment for the use of funds) to be paid under such Guarantee. If for any reason the amount in respect of interest (or fees or other amounts deemed payment for the use of funds) required by a Guarantee exceeds such maximum permissible amount, the obligation to pay interest under such Guarantee (or fees or other amounts deemed payment for the use of funds) shall be automatically reduced to such maximum permissible amount and any amounts collected by any holder of any Security in excess of the permissible amount shall be automatically applied to reduce the outstanding principal on such Security.

Limitation of Guarantor's Liability. Each Guarantor, and by its acceptance hereof each Holder, hereby confirms that it is the intention of all such parties that the Guarantee by such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the United States Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantor. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the obligations of such Guarantor under this Indenture and its Guarantee shall be limited to the maximum aggregate amount which, after giving effect to all other contingent and fixed liabilities of such Guarantor, and after giving effect to any collections from or payments made by or on behalf of, any other Guarantor in respect of the obligations of such Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, will result in the obligations of such Guarantor under its Guarantee not constituting such fraudulent transfer or conveyance. Each Guarantee is expressly limited so that in no event, including the acceleration of the Maturity of the Securities, shall the amount paid or agreed to be paid in respect of interest on the Securities (or fees or other amounts deemed payment for the use of funds) exceed the maximum permissible amount under applicable law, as in effect on the date hereof and as subsequently amended or modified to allow a greater amount of interest (or fees or other amounts deemed payment for the use of funds) to be paid under such Guarantee. If for any reason the amount in respect of interest (or fees or other amounts deemed payment for the use of funds) required by a Guarantee exceeds such maximum permissible amount, the obligation to pay interest under such Guarantee (or fees or other amounts deemed payment for the use of funds) shall be automatically reduced to such maximum permissible amount and any amounts collected by any holder Holder of any Security in excess of the permissible amount shall be automatically applied to reduce the outstanding principal on such Security.

Limitation of Guarantor's Liability. Each GuarantorSubsidiary Guarantor and, and by its acceptance hereof hereof, each Holder, Holder hereby confirms that it is the its intention of all such parties that the Guarantee by such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the United States CodeBankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantorthe Guarantees. To effectuate the foregoing intention, the Holders and each such Guarantor Person hereby irrevocably agree agrees that the obligations Obligation of such Subsidiary Guarantor under this Indenture and its Guarantee under this Article 10 shall be limited to the maximum aggregate amount whichas shall, after giving effect to such maximum amount and all other (contingent and fixed or otherwise) liabilities of such GuarantorSubsidiary Guarantor that are relevant under such laws, and after giving effect to any collections from or rights to contribution of such Subsidiary Guarantor pursuant to any agreement providing for an equitable contribution among such Subsidiary Guarantor and other Affiliates of the Issuers of payments made by or on behalf ofguarantees by such parties, any other result in the Obligations of such Subsidiary Guarantor in respect of the obligations of such Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, will result in the obligations of such Guarantor under its Guarantee maximum amount not constituting such a fraudulent transfer or conveyance. Each Guarantee is expressly limited so that Holder, by accepting the benefits hereof, confirms its intention that, in no eventthe event of bankruptcy, including the acceleration reorganization or other similar proceeding of either of the Maturity Issuers or any Subsidiary Guarantor in which concurrent claims are made upon such Subsidiary Guarantor hereunder, to the extent such claims shall not be fully satisfied, each such claimant with a valid claim against such Issuer shall be entitled to a ratable share of the Securities, shall the amount paid or agreed to be paid all payments by such Subsidiary Guarantor in respect of interest on the Securities (or fees or other amounts deemed payment for the use of funds) exceed the maximum permissible amount under applicable law, as in effect on the date hereof and as subsequently amended or modified to allow a greater amount of interest (or fees or other amounts deemed payment for the use of funds) to be paid under such Guarantee. If for any reason the amount in respect of interest (or fees or other amounts deemed payment for the use of funds) required by a Guarantee exceeds such maximum permissible amount, the obligation to pay interest under such Guarantee (or fees or other amounts deemed payment for the use of funds) shall be automatically reduced to such maximum permissible amount and any amounts collected by any holder of any Security in excess of the permissible amount shall be automatically applied to reduce the outstanding principal on such Securityconcurrent claims.

Limitation of Guarantor's Liability. Each GuarantorSubsidiary Guarantor and, and by its acceptance hereof hereof, each Holder, Holder hereby confirms that it is the its intention of all such parties that the Guarantee by such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the United States CodeBankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantorthe Guarantees. To effectuate the foregoing intention, the Holders and each such Guarantor Person hereby irrevocably agree agrees that the obligations Obligation of such Subsidiary Guarantor under this Indenture and its Guarantee under this Article XI shall be limited to the maximum aggregate amount whichas shall, after giving effect to such maximum amount and all other (contingent and fixed or otherwise) liabilities of such GuarantorSubsidiary Guarantor that are relevant under such laws, and after giving effect to any collections from or rights to contribution of such Subsidiary Guarantor pursuant to any agreement providing for an equitable contribution among such Subsidiary Guarantor and other Affiliates of the Issuers of payments made by or on behalf ofguarantees by such parties, any other result in the Obligations of such Subsidiary Guarantor in respect of the obligations of such Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, will result in the obligations of such Guarantor under its Guarantee maximum amount not constituting such a fraudulent transfer or conveyance. Each Guarantee is expressly limited so that Holder, by accepting the benefits hereof, confirms its intention that, in no eventthe event of bankruptcy, including the acceleration reorganization or other similar proceeding of either of the Maturity Issuers or any Subsidiary Guarantor in which concurrent claims are made upon such Subsidiary Guarantor hereunder, to the extent such claims shall not be fully satisfied, each such claimant with a valid claim against such Issuer shall be entitled to a ratable share of the Securities, shall the amount paid or agreed to be paid all payments by such Subsidiary Guarantor in respect of interest on the Securities (or fees or other amounts deemed payment for the use of funds) exceed the maximum permissible amount under applicable law, as in effect on the date hereof and as subsequently amended or modified to allow a greater amount of interest (or fees or other amounts deemed payment for the use of funds) to be paid under such Guarantee. If for any reason the amount in respect of interest (or fees or other amounts deemed payment for the use of funds) required by a Guarantee exceeds such maximum permissible amount, the obligation to pay interest under such Guarantee (or fees or other amounts deemed payment for the use of funds) shall be automatically reduced to such maximum permissible amount and any amounts collected by any holder of any Security in excess of the permissible amount shall be automatically applied to reduce the outstanding principal on such Securityconcurrent claims.

Limitation of Guarantor's Liability. Each GuarantorGuarantor and, and by its acceptance hereof of the Note held by it, each HolderNoteholder, hereby confirms that it is the its intention of all such parties that the Guarantee guaranty by such Guarantor under this Guaranty Agreement not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the United States Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any other bankruptcy, receivership, insolvency, liquidation or other similar federal legislation or state legal principles under any applicable foreign law to the extent applicable to any Guarantorsuch guaranty. To effectuate the foregoing intention, the Holders and each such Guarantor and each Noteholder hereby irrevocably agree agrees that the obligations obligation of such Guarantor under this Indenture and its Guarantee Guaranty Agreement shall be limited to the lesser of (a) an amount equal to such Guarantor's Adjusted Net Assets (as hereinafter defined) as of the date this Guaranty Agreement is executed and delivered and (b) the maximum aggregate amount whichas will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such GuarantorGuarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contributions from or payments made by or on behalf of, of any other Guarantor in respect of the obligations of such Guarantor under its Guarantee or pursuant to its contribution obligations under this IndentureGuaranty Agreement, will result in the obligations of such Guarantor under its Guarantee not constituting such a fraudulent conveyance or fraudulent transfer or conveyancenot otherwise being void, voidable or unenforceable under any bankruptcy, reorganization, receivership, insolvency, liquidation or other similar legislation or legal principles under any applicable foreign law. Each Guarantee is expressly limited so that As used in no eventthis Section 2, including "Adjusted Net Assets" of any Guarantor at any date means the acceleration amount by which the fair value of the Maturity assets and Property of such Guarantor exceeds the Securities, shall the amount paid or agreed to be paid in respect of interest on the Securities (or fees or other amounts deemed payment for the use of funds) exceed the maximum permissible amount under applicable law, as in effect on the date hereof and as subsequently amended or modified to allow a greater total amount of interest liabilities, including, without limitation, contingent liabilities (after giving effect to all other fixed and contingent liabilities incurred or fees or other amounts deemed payment for the use of funds) to be paid under such Guarantee. If for any reason the amount in respect of interest (or fees or other amounts deemed payment for the use of funds) required by a Guarantee exceeds such maximum permissible amount, the obligation to pay interest under such Guarantee (or fees or other amounts deemed payment for the use of funds) shall be automatically reduced to such maximum permissible amount and any amounts collected by any holder of any Security in excess of the permissible amount shall be automatically applied to reduce the outstanding principal assumed on such Securitydate), but excluding liabilities under this Guaranty Agreement, of such Guarantor at such date.

Limitation of Guarantor's Liability. Each Guarantor, and by its acceptance hereof of a Security each Holder, hereby confirms that it is the intention of all such parties that the Guarantee by such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the United States Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal federal, state or state non-U.S. law to the extent applicable to any Guarantor. To effectuate the foregoing intention, the Trustee, the Holders and such Guarantor hereby irrevocably agree that the obligations of such Guarantor under this Indenture and its Guarantee shall be limited to the maximum aggregate amount which, after giving effect to all other contingent and fixed liabilities of such Guarantor, and after giving effect to any collections from or payments made by or on behalf of, any other Guarantor in respect of the obligations of such Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, will result in the obligations of such Guarantor under its Guarantee not constituting such fraudulent transfer or conveyance. Each Guarantee is expressly limited so that in no event, including the acceleration of the Maturity of the Securities, shall the amount paid or agreed to be paid in respect of interest on the Securities (or fees or other amounts deemed payment for the use of funds) exceed the maximum permissible amount under applicable law, as in effect on the date hereof and as subsequently amended or modified to allow a greater amount of interest (or fees or other amounts deemed payment for the use of funds) to be paid under such Guarantee. If for any reason the amount in respect of interest (or fees or other amounts deemed payment for the use of funds) required by a Guarantee exceeds such maximum permissible amount, the obligation to pay interest under such Guarantee (or fees or other amounts deemed payment for the use of funds) shall be automatically reduced to such maximum permissible amount and any amounts collected by any holder Holder of any Security or the Trustee, as applicable, in excess of the permissible amount shall be automatically applied to reduce the outstanding principal on such SecuritySecurity or amounts due and owing under this Indenture, as applicable.

Limitation of Guarantor's Liability. Each The Guarantor, and by its acceptance hereof each Holder, hereby confirms that it is the intention of all such parties that the Guarantee by such the Guarantor not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the United States Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any the Guarantor. To effectuate the foregoing intention, the Holders and such the Guarantor hereby irrevocably agree that the obligations of such the Guarantor under this Indenture and its the Guarantee shall be limited to the maximum aggregate amount which, after giving effect to all other contingent and fixed liabilities of such the Guarantor, and after giving effect to any collections from or payments made by or on behalf of, any other Guarantor in respect of the obligations of such Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, will result in the obligations of such the Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance. Each The Guarantee is expressly limited so that in no event, including the acceleration of the Maturity of the Securities, shall the amount paid or agreed to be paid in respect of interest on the Securities (or fees or other amounts deemed payment for the use of funds) exceed the maximum permissible amount under applicable law, as in effect on the date hereof and as subsequently amended or modified to allow a greater amount of interest (or fees or other amounts deemed payment for the use of funds) to be paid under such the Guarantee. If for any reason the amount in respect of interest (or fees or other amounts deemed payment for the use of funds) required by a the Guarantee exceeds such maximum permissible amount, the obligation to pay interest under such the Guarantee (or fees or other amounts deemed payment for the use of funds) shall be automatically reduced to such maximum permissible amount and any amounts collected by any holder of any Security in excess of the permissible amount shall be automatically applied to reduce the outstanding principal on such Security.

Limitation of Guarantor's Liability. Each GuarantorSubsidiary Guarantor and, and by its acceptance hereof hereof, each Holder, Holder hereby confirms that it is the its intention of all such parties that the Guarantee by such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the United States CodeBankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantorthe Guarantees. To effectuate the foregoing intention, the Holders and each such Guarantor Person hereby irrevocably agree agrees that the obligations Obligation of such Subsidiary Guarantor under this Indenture and its Guarantee under this Article 11 shall be limited to the maximum aggregate amount whichas shall, after giving effect to such maximum amount and all other (contingent and fixed or otherwise) liabilities of such GuarantorSubsidiary Guarantor that are relevant under such laws, and after giving effect to any collections from or rights to contribution of such Subsidiary Guarantor pursuant to any agreement providing for an equitable contribution among such Subsidiary Guarantor and other Affiliates of the Issuers of payments made by or on behalf ofguarantees by such parties, any other result in the Obligations of such Subsidiary Guarantor in respect of the obligations of such Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, will result in the obligations of such Guarantor under its Guarantee maximum amount not constituting such a fraudulent transfer or conveyance. Each Guarantee is expressly limited so that Holder, by accepting the benefits hereof, confirms its intention that, in no eventthe event of bankruptcy, including the acceleration reorganization or other similar proceeding of either of the Maturity Issuers or any Subsidiary Guarantor in which concurrent claims are made upon such Subsidiary Guarantor hereunder, to the extent such claims shall not be fully satisfied, each such claimant with a valid claim against such Issuer shall be entitled to a ratable share of the Securities, shall the amount paid or agreed to be paid all payments by such Subsidiary Guarantor in respect of interest on the Securities (or fees or other amounts deemed payment for the use of funds) exceed the maximum permissible amount under applicable law, as in effect on the date hereof and as subsequently amended or modified to allow a greater amount of interest (or fees or other amounts deemed payment for the use of funds) to be paid under such Guarantee. If for any reason the amount in respect of interest (or fees or other amounts deemed payment for the use of funds) required by a Guarantee exceeds such maximum permissible amount, the obligation to pay interest under such Guarantee (or fees or other amounts deemed payment for the use of funds) shall be automatically reduced to such maximum permissible amount and any amounts collected by any holder of any Security in excess of the permissible amount shall be automatically applied to reduce the outstanding principal on such Securityconcurrent claims.

Limitation of Guarantor's Liability. Each Guarantor, Guarantor and by its acceptance hereof each Holder, Holder hereby confirms that it is the intention of all such parties that the Guarantee guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the United States Codeany federal, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act state or any similar federal or state law to the extent applicable to any Guarantorforeign law. To effectuate the foregoing intention, the Holders and such each Guarantor hereby irrevocably agree that the obligations of such Guarantor under this Indenture and its Guarantee each Guarantor's liability shall be limited to the maximum lesser of (i) the aggregate amount whichof the obligations of the Company under the Securities and this Indenture and (ii) the amount, after giving effect if any, which would not have (A) rendered such Guarantor "insolvent" (as such term is defined in the Bankruptcy Law and in the Debtor and Creditor Law of the State of New York) or (B) left such Guarantor with unreasonably small capital at the time its Guarantee of the Notes was entered into; provided that it will be a presumption in any lawsuit or other proceedings in which a Guarantor is a party that the amount guaranteed pursuant to all other contingent and fixed liabilities the Guarantee is the amount set forth in clause (i) above unless any creditor, or representative of creditors of such Guarantor, and after giving effect or debtor in possession or trustee in bankruptcy of the Guarantor, otherwise proves in such a lawsuit that the aggregate liability of the Guarantor is the amount set forth in clause (ii) above. In making any determination as to any collections from solvency or payments made by or on behalf of, any other sufficiency of capital of a Guarantor in respect of accordance with the obligations previous sentence, the right of such Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenturefrom other Guarantors, will result in the obligations of and any other rights such Guarantor under its Guarantee not constituting such fraudulent transfer may have, contractual or conveyance. Each Guarantee is expressly limited so that in no event, including the acceleration of the Maturity of the Securitiesotherwise, shall the amount paid or agreed to be paid in respect of interest on the Securities (or fees or other amounts deemed payment for the use of funds) exceed the maximum permissible amount under applicable law, as in effect on the date hereof and as subsequently amended or modified to allow a greater amount of interest (or fees or other amounts deemed payment for the use of funds) to be paid under such Guarantee. If for any reason the amount in respect of interest (or fees or other amounts deemed payment for the use of funds) required by a Guarantee exceeds such maximum permissible amount, the obligation to pay interest under such Guarantee (or fees or other amounts deemed payment for the use of funds) shall be automatically reduced to such maximum permissible amount and any amounts collected by any holder of any Security in excess of the permissible amount shall be automatically applied to reduce the outstanding principal on such Securitytaken into account.

Limitation of Guarantor's Liability. Each Guarantor, Guarantor and by its acceptance hereof each Holder, hereby Holder confirms that it is the intention of all such parties that the Guarantee guarantee by each such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the United States CodeBankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal federal, provincial or state law or the provisions of its local law relating to the extent applicable to any Guarantorfraudulent transfer or conveyance. To effectuate the foregoing intention, the Holders and each such Guarantor hereby irrevocably agree that the obligations of such Guarantor under this Indenture and its Guarantee shall be limited to an amount not to exceed the maximum aggregate amount whichamount, after giving effect to all other contingent and fixed liabilities of such Guarantor, Guarantor and after giving effect to any collections from or payments made by or on behalf of, of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to this Section 1204, that can be guaranteed by the applicable Guarantor without rendering the Guarantee, as it relates to such Guarantor, voidable under applicable Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act, the Fraudulent Conveyances Act or any similar applicable federal, provincial or state law or the provisions of its contribution obligations under this Indenture, will result in the obligations of such Guarantor under its Guarantee not constituting such local law relating to fraudulent transfer or conveyance. Each Guarantor that makes a payment under its Guarantee is expressly limited so that will be entitled upon payment in no event, including full of all guaranteed Obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the acceleration respective net assets of all of the Maturity Guarantors at the time of the Securities, shall the amount paid or agreed to be paid such payment determined in respect of interest on the Securities (or fees or other amounts deemed payment for the use of funds) exceed the maximum permissible amount under applicable law, as in effect on the date hereof and as subsequently amended or modified to allow a greater amount of interest (or fees or other amounts deemed payment for the use of funds) to be paid under such Guarantee. If for any reason the amount in respect of interest (or fees or other amounts deemed payment for the use of funds) required by a Guarantee exceeds such maximum permissible amount, the obligation to pay interest under such Guarantee (or fees or other amounts deemed payment for the use of funds) shall be automatically reduced to such maximum permissible amount and any amounts collected by any holder of any Security in excess of the permissible amount shall be automatically applied to reduce the outstanding principal on such Securityaccordance with GAAP.

Limitation of Guarantor's Liability. Each Guarantor, Guarantor and by its acceptance hereof each Holder, Holder hereby confirms that it is the intention of all such parties that the Guarantee guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the United States Codeany federal, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act state or any similar federal or state law to the extent applicable to any Guarantorforeign law. To effectuate the foregoing intention, the Holders and such each Guarantor hereby irrevocably agree that the obligations of such Guarantor under this Indenture and its Guarantee each Guarantor's liability shall be limited to the maximum lesser of (i) the aggregate amount whichof the obligations of the Company under the Securities and this Indenture and (ii) the amount, after giving effect if any, which would not have (A) rendered such Guarantor "insolvent" (as such term is defined in the Bankruptcy Law and in the Debtor and Creditor Law of the State of New York) or (B) left such Guarantor with unreasonably small capital at the time its Guarantee of the Securities was entered into; provided that it will be a presumption in any lawsuit or other proceedings in which a Guarantor is a party that the amount guaranteed pursuant to all other contingent and fixed liabilities the Guarantee is the amount set forth in clause (i) above unless any creditor, or representative of creditors of such Guarantor, and after giving effect or debtor in possession or trustee in bankruptcy of the Guarantor, otherwise proves in such a lawsuit that the aggregate liability of the Guarantor is the amount set forth in clause (ii) above. In making any determination as to any collections from solvency or payments made by or on behalf of, any other sufficiency of capital of a Guarantor in respect of accordance with the obligations previous sentence, the right of such Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenturefrom other Guarantors, will result in the obligations of and any other rights such Guarantor under its Guarantee not constituting such fraudulent transfer may have, contractual or conveyance. Each Guarantee is expressly limited so that in no event, including the acceleration of the Maturity of the Securitiesotherwise, shall the amount paid or agreed to be paid in respect of interest on the Securities (or fees or other amounts deemed payment for the use of funds) exceed the maximum permissible amount under applicable law, as in effect on the date hereof and as subsequently amended or modified to allow a greater amount of interest (or fees or other amounts deemed payment for the use of funds) to be paid under such Guarantee. If for any reason the amount in respect of interest (or fees or other amounts deemed payment for the use of funds) required by a Guarantee exceeds such maximum permissible amount, the obligation to pay interest under such Guarantee (or fees or other amounts deemed payment for the use of funds) shall be automatically reduced to such maximum permissible amount and any amounts collected by any holder of any Security in excess of the permissible amount shall be automatically applied to reduce the outstanding principal on such Securitytaken into account.

Limitation of Guarantor's Liability. Each GuarantorSubsidiary Guarantor and, and by its acceptance hereof hereof, each HolderHolder hereof, hereby confirms confirm that it is the their intention of all such parties that the Guarantee by such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the United States CodeBankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform 84 91 Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantorthe Guarantees. To effectuate the foregoing intention, the Holders and each such Guarantor Person hereby irrevocably agree agrees that the obligations Obligation of such Subsidiary Guarantor under this Indenture and its Guarantee under this Article 11 shall be limited to the maximum aggregate amount whichas shall, after giving effect to such maximum amount and all other (contingent and fixed or otherwise) liabilities of such GuarantorSubsidiary Guarantor that are relevant under such laws, and after giving effect to any collections from or rights to contribution of such Subsidiary Guarantor pursuant to any agreement providing for an equitable contribution among such Subsidiary Guarantor and other Affiliates of the Issuers of payments made by or on behalf ofguarantees by such parties, any other result in the Obligations of such Subsidiary Guarantor in respect of the obligations of such Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, will result in the obligations of such Guarantor under its Guarantee maximum amount not constituting such a fraudulent transfer or conveyance. Each Guarantee is expressly limited so that Holder, by accepting the benefits hereof, confirms its intention that, in no eventthe event of bankruptcy, including the acceleration reorganization or other similar proceeding of either of the Maturity Issuers or any Subsidiary Guarantor in which concurrent claims are made upon such Subsidiary Guarantor hereunder, to the extent such claims shall not be fully satisfied, each such claimant with a valid claim against such Issuer shall be entitled to a ratable share of the Securities, shall the amount paid or agreed to be paid all payments by such Subsidiary Guarantor in respect of interest on the Securities (or fees or other amounts deemed payment for the use of funds) exceed the maximum permissible amount under applicable law, as in effect on the date hereof and as subsequently amended or modified to allow a greater amount of interest (or fees or other amounts deemed payment for the use of funds) to be paid under such Guarantee. If for any reason the amount in respect of interest (or fees or other amounts deemed payment for the use of funds) required by a Guarantee exceeds such maximum permissible amount, the obligation to pay interest under such Guarantee (or fees or other amounts deemed payment for the use of funds) shall be automatically reduced to such maximum permissible amount and any amounts collected by any holder of any Security in excess of the permissible amount shall be automatically applied to reduce the outstanding principal on such Securityconcurrent claims.

Limitation of Guarantor's Liability. (a) Each Guarantor, and by its acceptance hereof hereof, each Holder, hereby Holder confirms that it is the intention of all such parties that the Guarantee by of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the United States 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 the extent applicable to any Guarantorfraudulent transfer or conveyance. To effectuate the foregoing intention, the Holders Trustee, the Holders, the Notes Collateral Agent and such Guarantor the Guarantors hereby irrevocably agree that the obligations Obligations of such Guarantor under this Indenture and its Guarantee and the related security granted as Collateral therefor (other than a company that is a direct or indirect parent of Holdings or the Issuers) shall be limited to the maximum aggregate amount whichthat will not, after giving effect to all other contingent and fixed liabilities of such GuarantorGuarantor (including, without limitation, any guarantees under the Term Loan Credit Facility and the ABL Credit Facility) and after giving effect to any collections from or payments made by or on behalf of, of any other Guarantor in respect of the obligations Obligations of such other Guarantor under its Guarantee or the related security granted as Collateral therefor or pursuant to its contribution obligations under this Indenture, will result in the obligations Obligations of such Guarantor under its Guarantee not or the related security granted as Collateral therefor constituting such a fraudulent conveyance, fraudulent preference or fraudulent transfer or conveyance. Each Guarantee is expressly limited so that in no event, including the acceleration of the Maturity of the Securities, shall the amount paid or agreed to be paid in respect of interest on the Securities (or fees or other amounts deemed payment for the use of funds) exceed the maximum permissible amount otherwise reviewable transaction under applicable law, as in effect on the date hereof or otherwise to reflect limitations under applicable laws, including with respect to maintenance of share capital and as subsequently amended or modified to allow a greater amount of interest (or fees or other amounts deemed payment for the use of funds) to be paid under such Guarantee. If for any reason the amount in respect of interest (or fees or other amounts deemed payment for the use of funds) required by a Guarantee exceeds such maximum permissible amount, the obligation to pay interest under such Guarantee (or fees or other amounts deemed payment for the use of funds) shall be automatically reduced to such maximum permissible amount and any amounts collected by any holder of any Security in excess of the permissible amount shall be automatically applied to reduce the outstanding principal on such Securityapplicable statutory provisions.

Limitation of Guarantor's Liability. Each GuarantorGuarantor and, and by its acceptance hereof hereof, each Holderbeneficiary hereof, hereby confirms that it is the its intention of all such parties that the Guarantee by such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the United States Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act, the Companies Creditors' Arrangement Act (Canada), the Bankruptcy and Insolvency Act (Canada) or any other bankruptcy, receivership, insolvency, liquidation or other similar federal legislation or state legal principles under any applicable foreign law to the extent applicable to any GuarantorGuarantees. To effectuate the foregoing intention, the Holders and each such Guarantor hereby irrevocably agree agrees that the obligations obligation of such Guarantor under this Indenture and its Guarantee under this Article X shall be limited to the lesser of (a) an amount equal to such Guarantor's Adjusted Net Assets as of the date such Guarantee is executed and delivered or (b) the maximum aggregate amount whichas will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such GuarantorGuarantor that are relevant under such laws, (including, if applicable, its obligations under the Convertible Notes) 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 Guarantee or pursuant to its contribution obligations under this Indenture, will Article X result in the obligations of such Guarantor under its Guarantee in respect of such maximum amount not constituting such a fraudulent conveyance or fraudulent transfer or conveyance. Each Guarantee is expressly limited so that in no eventnot otherwise being void, including the acceleration of the Maturity of the Securitiesvoidable or unenforceable under any bankruptcy, shall the amount paid or agreed to be paid in respect of interest on the Securities (or fees reorganization, receivership, insolvency, liquidation or other amounts deemed payment for the use of funds) exceed the maximum permissible amount similar legislation or legal principles under any applicable foreign law, as in effect on the date hereof and as subsequently amended or modified to allow a greater amount of interest (or fees or other amounts deemed payment for the use of funds) to be paid under such Guarantee. If for any reason the amount in respect of interest (or fees or other amounts deemed payment for the use of funds) required by a Guarantee exceeds such maximum permissible amount, the obligation to pay interest under such Guarantee (or fees or other amounts deemed payment for the use of funds) shall be automatically reduced to such maximum permissible amount and any amounts collected by any holder of any Security in excess of the permissible amount shall be automatically applied to reduce the outstanding principal on such Security.

Limitation of Guarantor's Liability. (1) Each Guarantor, and by its acceptance hereof each Holder, hereby confirms that it is the intention of all such parties that the Guarantee by such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the United States Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantor. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the obligations of such Guarantor under this Indenture and its Guarantee shall be limited to the maximum aggregate amount which, after giving effect to all other contingent and fixed liabilities of such Guarantor, and after giving effect to any collections from or payments made by or on behalf of, of any other Guarantor in respect of the obligations of such Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, will result in the obligations of such Guarantor under its Guarantee not constituting such fraudulent transfer or conveyance. Each . (2) The Guarantee is expressly limited so that in no event, including the acceleration of the Maturity maturity of the Securities, shall the amount paid or agreed to be paid in respect of interest on the Securities (or fees or other amounts deemed payment for the use of funds) exceed the maximum permissible amount under applicable law, as in effect on the date hereof and as subsequently amended or modified to allow a greater amount of interest (or fees or other amounts deemed payment for the use of funds) to be paid under such the Guarantee. If for any reason the amount in respect of interest (or fees or other amounts deemed payment for the use of funds) required by a the Guarantee exceeds such maximum permissible amount, the obligation to pay interest under such the Guarantee (or fees or other amounts deemed payment for the use of funds) shall be automatically reduced to such maximum permissible amount and any amounts collected by any holder of any Security in excess of the permissible amount shall be automatically applied to reduce the outstanding principal on such Security.

Limitation of Guarantor's Liability. Each GuarantorGuarantor and, and by its acceptance hereof hereof, each Holderbeneficiary hereof, hereby confirms that it is the its intention of all such parties that the Guarantee by such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the United States Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act, the Companies Creditors' Arrangement Act (Canada), the Bankruptcy and Insolvency Act (Canada) or any other bankruptcy, receivership, insolvency, liquidation or other similar federal legislation or state legal principles under any applicable foreign law to the extent applicable to any GuarantorGuarantees. To effectuate the foregoing intention, the Holders and each such Guarantor hereby irrevocably agree agrees that the obligations obligation of such Guarantor under this Indenture and its Guarantee under this Article X shall be limited to the lesser of (a) an amount equal to such Guarantor's Adjusted Net Assets as of the date such Guarantee is executed and delivered or (b) the maximum aggregate amount whichas will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such GuarantorGuarantor that are relevant under such laws (including, if applicable, its obligations under the Senior Notes), 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 Guarantee or pursuant to its contribution obligations under this Indenture, will Article X result in the obligations of such Guarantor under its Guarantee in respect of such maximum amount not constituting such a fraudulent conveyance or fraudulent transfer or conveyance. Each Guarantee is expressly limited so that in no eventnot otherwise being void, including the acceleration of the Maturity of the Securitiesvoidable or unenforceable under any bankruptcy, shall the amount paid or agreed to be paid in respect of interest on the Securities (or fees reorganization, receivership, insolvency, liquidation or other amounts deemed payment for the use of funds) exceed the maximum permissible amount similar legislation or legal principles under any applicable foreign law, as in effect on the date hereof and as subsequently amended or modified to allow a greater amount of interest (or fees or other amounts deemed payment for the use of funds) to be paid under such Guarantee. If for any reason the amount in respect of interest (or fees or other amounts deemed payment for the use of funds) required by a Guarantee exceeds such maximum permissible amount, the obligation to pay interest under such Guarantee (or fees or other amounts deemed payment for the use of funds) shall be automatically reduced to such maximum permissible amount and any amounts collected by any holder of any Security in excess of the permissible amount shall be automatically applied to reduce the outstanding principal on such Security.

Limitation of Guarantor's Liability. Each Guarantor, Guarantor and by its acceptance hereof each Holder, Holder hereby confirms that it is the intention of all such parties that the Guarantee guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the United States Codeany federal, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act state or any similar federal or state law to the extent applicable to any Guarantorforeign law. To effectuate the foregoing intention, the Holders and such each Guarantor hereby irrevocably agree that the obligations of such Guarantor under this Indenture and its Guarantee each Guarantor’s liability shall be limited to the maximum lesser of (i) the aggregate amount whichof the obligations of the Company under the Securities and this Indenture and (ii) the amount, after giving effect if any, which would not have (A) rendered such Guarantor “insolvent” (as such term is defined in the Bankruptcy Law and in the Debtor and Creditor Law of the State of New York) or (B) left such Guarantor with unreasonably small capital at the time its Guarantee of the Notes was entered into; provided that it will be a presumption in any lawsuit or other proceedings in which a Guarantor is a party that the amount guaranteed pursuant to all other contingent and fixed liabilities the Guarantee is the amount set forth in clause (i) above unless any creditor, or representative of creditors of such Guarantor, and after giving effect or debtor in possession or trustee in bankruptcy of the Guarantor, otherwise proves in such a lawsuit that the aggregate liability of the Guarantor is the amount set forth in clause (ii) above. In making any determination as to any collections from solvency or payments made by or on behalf of, any other sufficiency of capital of a Guarantor in respect of accordance with the obligations previous sentence, the right of such Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenturefrom other Guarantors, will result in the obligations of and any other rights such Guarantor under its Guarantee not constituting such fraudulent transfer may have, contractual or conveyance. Each Guarantee is expressly limited so that in no event, including the acceleration of the Maturity of the Securitiesotherwise, shall the amount paid or agreed to be paid in respect of interest on the Securities (or fees or other amounts deemed payment for the use of funds) exceed the maximum permissible amount under applicable law, as in effect on the date hereof and as subsequently amended or modified to allow a greater amount of interest (or fees or other amounts deemed payment for the use of funds) to be paid under such Guarantee. If for any reason the amount in respect of interest (or fees or other amounts deemed payment for the use of funds) required by a Guarantee exceeds such maximum permissible amount, the obligation to pay interest under such Guarantee (or fees or other amounts deemed payment for the use of funds) shall be automatically reduced to such maximum permissible amount and any amounts collected by any holder of any Security in excess of the permissible amount shall be automatically applied to reduce the outstanding principal on such Securitytaken into account.

Limitation of Guarantor's Liability. Each Guarantor, Guarantor and by its acceptance hereof each Holder, Holder hereby confirms that it is the intention of all such parties that the Guarantee guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the United States Codeany federal, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act state or any similar federal or state law to the extent applicable to any Guarantorforeign law. To effectuate the foregoing intention, the Holders and such each Guarantor hereby irrevocably agree that the obligations of such Guarantor under this Indenture and its Guarantee each Guarantor's liability shall be limited to the maximum lesser of (i) the aggregate amount whichof the obligations of the Company under the Securities and this Indenture and (ii) the amount, after giving effect if any, which would not have (A) rendered such Guarantor "insolvent" (as such term is defined in the Bankruptcy Law and in the Debtor and Creditor Law of the State of New York) or (B) left such Guarantor with unreasonably small capital at the time its Guarantee of the Notes was entered into; provided that it will be a presumption in any lawsuit or other proceedings in which a Guarantor is a party that the amount guaranteed pursuant to all other contingent and fixed liabilities the Guarantee is the amount set forth in clause (i) above unless any creditor, or representative of creditors of such Guarantor, and after giving effect or debtor in possession or trustee in bankruptcy of the Guarantor, otherwise proves in such a lawsuit that the aggregate liability of the Guarantor is the amount set forth in clause (ii) above. In making any determination as to any collections from solvency or payments made by or on behalf of, any other sufficiency of capital of a Guarantor in respect of accordance with the obligations -44- previous sentence, the right of such Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenturefrom other Guarantors, will result in the obligations of and any other rights such Guarantor under its Guarantee not constituting such fraudulent transfer may have, contractual or conveyance. Each Guarantee is expressly limited so that in no event, including the acceleration of the Maturity of the Securitiesotherwise, shall the amount paid or agreed to be paid in respect of interest on the Securities (or fees or other amounts deemed payment for the use of funds) exceed the maximum permissible amount under applicable law, as in effect on the date hereof and as subsequently amended or modified to allow a greater amount of interest (or fees or other amounts deemed payment for the use of funds) to be paid under such Guarantee. If for any reason the amount in respect of interest (or fees or other amounts deemed payment for the use of funds) required by a Guarantee exceeds such maximum permissible amount, the obligation to pay interest under such Guarantee (or fees or other amounts deemed payment for the use of funds) shall be automatically reduced to such maximum permissible amount and any amounts collected by any holder of any Security in excess of the permissible amount shall be automatically applied to reduce the outstanding principal on such Securitytaken into account.

Limitation of Guarantor's Liability. Each GuarantorGuarantor and, and by ----------------------------------- its acceptance hereof hereof, each Holderbeneficiary hereof, hereby confirms that it is the its intention of all such parties that the Convertible Note Guarantee by such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the United States Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act Act, or any other bankruptcy, receivership, insolvency, liquidation or other similar federal legislation or state legal principles under any applicable foreign law to the extent applicable to any GuarantorConvertible Note Guarantees. To effectuate the foregoing intention, the Holders and each such Guarantor hereby irrevocably agree agrees that the obligations obligation of such Guarantor under its Convertible Note Guarantee under this Indenture and its Guarantee Article X shall be limited to the lesser of (a) an amount equal to such Guarantor's Adjusted Net Assets as of the date such Guarantee is executed and delivered or (b) the maximum aggregate amount whichas will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor, 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, of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, will Article X result in the obligations of such Guarantor under its Guarantee in respect of such maximum amount not constituting such a fraudulent conveyance or fraudulent transfer or conveyance. Each Guarantee is expressly limited so that in no eventnot otherwise being void, including the acceleration of the Maturity of the Securitiesvoidable or unenforceable under any bankruptcy, shall the amount paid or agreed to be paid in respect of interest on the Securities (or fees reorganization, receivership, insolvency, liquidation or other amounts deemed payment for the use of funds) exceed the maximum permissible amount similar legislation or legal principles under any applicable foreign law, as in effect on the date hereof and as subsequently amended or modified to allow a greater amount of interest (or fees or other amounts deemed payment for the use of funds) to be paid under such Guarantee. If for any reason the amount in respect of interest (or fees or other amounts deemed payment for the use of funds) required by a Guarantee exceeds such maximum permissible amount, the obligation to pay interest under such Guarantee (or fees or other amounts deemed payment for the use of funds) shall be automatically reduced to such maximum permissible amount and any amounts collected by any holder of any Security in excess of the permissible amount shall be automatically applied to reduce the outstanding principal on such Security.

Limitation of Guarantor's Liability. (1) Each Guarantor, and by its acceptance hereof each Holder, hereby confirms that it is the intention of all such parties that the Guarantee by such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the United States Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantor. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the obligations of such Guarantor under this the Indenture and its Guarantee shall be limited to the maximum aggregate amount which, after giving effect to all other contingent and fixed liabilities of such Guarantor, and after giving effect to any collections from or payments made by or on behalf of, of any other Guarantor in respect of the obligations of such Guarantor under its Guarantee or pursuant to its contribution obligations under this the Indenture, will result in the obligations of such Guarantor under its Guarantee not constituting such fraudulent transfer or conveyance. Each . (2) The Guarantee is expressly limited so that in no event, including the acceleration of the Maturity maturity of the Securities, shall the amount paid or agreed to be paid in respect of interest on the Securities (or fees or other amounts deemed payment for the use of funds) exceed the maximum permissible amount under applicable law, as in effect on the date hereof and as subsequently amended or modified to allow a greater amount of interest (or fees or other amounts deemed payment for the use of funds) to be paid under such the Guarantee. If for any reason the amount in respect of interest (or fees or other amounts deemed payment for the use of funds) required by a the Guarantee exceeds such maximum permissible amount, the obligation to pay interest under such the Guarantee (or fees or other amounts deemed payment for the use of funds) shall be automatically reduced to such maximum permissible amount and any amounts collected by any holder of any Security in excess of the permissible amount shall be automatically applied to reduce the outstanding principal on such Security.

Limitation of Guarantor's Liability. Each Guarantor, and by its acceptance hereof each Holder, hereby confirms that it is the intention of all such parties that the Guarantee by such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the United States Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantor. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the obligations of such Guarantor under this Indenture and its Guarantee shall be limited to the maximum aggregate amount which, after giving effect to all other contingent and fixed liabilities of such Guarantor, and after giving effect to any collections from or payments made by or on behalf of, any other Guarantor in respect of the obligations of such Guarantor under its Guarantee or pursuant to its contribution any other obligations under this Indenture, will result in the obligations of such Guarantor under its Guarantee not constituting such fraudulent transfer or conveyance. Each Guarantee is expressly limited so that in no event, including the acceleration of the Maturity of the Securities, event shall the amount paid or agreed to be paid in respect of interest on the Securities Notes (or fees or other amounts deemed payment for the use of funds) exceed the maximum permissible amount under applicable law, as in effect on the date hereof and as subsequently amended or modified to allow a greater amount of interest (or fees or other amounts deemed payment for the use of funds) to be paid under such Guarantee. If for any reason the amount in respect of interest (or fees or other amounts deemed payment for the use of funds) required by a Guarantee exceeds such maximum permissible amount, the obligation to pay interest under such Guarantee (or fees or other amounts deemed payment for the use of funds) shall be automatically reduced to such maximum permissible amount and any amounts collected by any holder of any Security Note in excess of the permissible amount shall be automatically applied to reduce the outstanding principal on such SecurityNote.

Limitation of Guarantor's Liability. Each GuarantorGuarantor and, and by its acceptance hereof hereof, each Holderbeneficiary hereof, hereby confirms that it is the its intention of all such parties that the Convertible Note Guarantee by such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the United States Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act Act, or any other bankruptcy, receivership, insolvency, liquidation or other similar federal legislation or state legal principles under any applicable foreign law to the extent applicable to any GuarantorConvertible Note Guarantees. To effectuate the foregoing intention, the Holders and each such Guarantor hereby irrevocably agree agrees that the obligations obligation of such Guarantor under its Convertible Note Guarantee under this Indenture and its Guarantee Article X shall be limited to the lesser of (a) an amount equal to such Guarantor's Adjusted Net Assets as of the date such Guarantee is executed and delivered or (b) the maximum aggregate amount whichas will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor, 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, of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, will Article X result in the obligations of such Guarantor under its Guarantee in respect of such maximum amount not constituting such a fraudulent conveyance or fraudulent transfer or conveyance. Each Guarantee is expressly limited so that in no eventnot otherwise being void, including the acceleration of the Maturity of the Securitiesvoidable or unenforceable under any bankruptcy, shall the amount paid or agreed to be paid in respect of interest on the Securities (or fees reorganization, receivership, insolvency, liquidation or other amounts deemed payment for the use of funds) exceed the maximum permissible amount similar legislation or legal principles under any applicable foreign law, as in effect on the date hereof and as subsequently amended or modified to allow a greater amount of interest (or fees or other amounts deemed payment for the use of funds) to be paid under such Guarantee. If for any reason the amount in respect of interest (or fees or other amounts deemed payment for the use of funds) required by a Guarantee exceeds such maximum permissible amount, the obligation to pay interest under such Guarantee (or fees or other amounts deemed payment for the use of funds) shall be automatically reduced to such maximum permissible amount and any amounts collected by any holder of any Security in excess of the permissible amount shall be automatically applied to reduce the outstanding principal on such Security.

Limitation of Guarantor's Liability. Each Guarantor, and by its acceptance hereof each Holder, hereby confirms that it is the intention of all such parties that the Guarantee by such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the United States Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantor. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the obligations of such Guarantor under this Indenture and its Guarantee shall be limited to the maximum aggregate amount which, after giving effect to all other contingent and fixed liabilities of such Guarantor, and after giving effect to any collections from or payments made by or on behalf of, any other Guarantor in respect of the obligations of such Guarantor under its Guarantee or pursuant to its contribution any other obligations under this Indenture, will result in the obligations of such Guarantor under its Guarantee not constituting such fraudulent transfer or conveyance. Each Guarantee is expressly limited so that in no event, including the acceleration of the Maturity of the Securities, shall the amount paid or agreed to be paid in respect of interest on the Securities (or fees or other amounts deemed payment for the use of funds) exceed the maximum permissible amount under applicable law, as in effect on the date hereof and as subsequently amended or modified to allow a greater amount of interest (or fees or other amounts deemed payment for the use of funds) to be paid under such Guarantee. If for any reason the amount in respect of interest (or fees or other amounts deemed payment for the use of funds) required by a Guarantee exceeds such maximum permissible amount, the obligation to pay interest under such Guarantee (or fees or other amounts deemed payment for the use of funds) shall be automatically reduced to such maximum permissible amount and any amounts collected by any holder of any Security in excess of the permissible amount shall be automatically applied to reduce the outstanding principal on such Security.

Limitation of Guarantor's Liability. certain bankruptcy events (a) Each Guarantor, and by its acceptance hereof each Holder, hereby confirms that it is the intention of all such parties that the Guarantee by Obligation of such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the United States Codeany Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantorlaw. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the obligations Guarantee Obligations of such Guarantor under this Indenture and its Guarantee Article X shall be limited to the maximum aggregate amount whichas will, after giving effect to all other contingent and fixed liabilities of such Guarantor, Guarantor and after giving effect to any collections from or payments made by or on behalf of, of any other Guarantor in respect of the obligations Guarantee Obligations of such other Guarantor under this Article X, result in the Guarantee Obligations of such Guarantor under its the Guarantee or pursuant to its contribution obligations under this Indenture, will result in the obligations of such Guarantor under its Guarantee not constituting such a fraudulent transfer or conveyance. . (b) Each Guarantee is expressly limited Guarantor hereby covenants and agrees, to the fullest extent that it may do so that in no event, including the acceleration of the Maturity of the Securities, shall the amount paid or agreed to be paid in respect of interest on the Securities (or fees or other amounts deemed payment for the use of funds) exceed the maximum permissible amount under applicable law, as that in effect the event of the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Company, such Guarantor shall not file (or join in any filing of), or otherwise seek to participate in the filing of, any motion or request seeking to stay or to prohibit (even temporarily) execution on the date hereof Guarantee and as subsequently amended or modified hereby waives and agrees not to allow a greater amount of interest (or fees or other amounts deemed payment for take the use of funds) to be paid under such Guarantee. If for any reason the amount in respect of interest (or fees or other amounts deemed payment for the use of funds) required by a Guarantee exceeds such maximum permissible amount, the obligation to pay interest under such Guarantee (or fees or other amounts deemed payment for the use of funds) shall be automatically reduced to such maximum permissible amount and any amounts collected by any holder benefit of any Security in excess such stay of execution, whether under Section 362 or 105 of the permissible amount shall be automatically applied to reduce the outstanding principal on such SecurityBankruptcy Law or otherwise.