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

Limitation of Subsidiary Guarantor's Liability. For purposes of this Article 10 and any Guarantee of the Notes by a Subsidiary Guarantor, each Subsidiary Guarantor's liability will be that amount from time to time equal to the aggregate liability of such Subsidiary Guarantor hereunder and thereunder, but shall be limited to the lesser of (i) the aggregate amount of the obligations of the Issuers under the Notes and this Indenture or (ii) the amount, if any, which would not have (A) rendered such Subsidiary Guarantor "insolvent" (as such term is defined in the federal Bankruptcy Code and in the Debtor and Creditor Law of the State of New York) or (B) left it with unreasonably small capital at the time its Guarantee of the Notes was entered into, after giving effect to the incurrence of existing Indebtedness immediately prior to such time; provided that, it shall be a presumption in any lawsuit or other proceeding in which a Subsidiary Guarantor is a party that the amount guaranteed pursuant to the Guarantee of the Notes is the amount set forth in clause (i) above unless any creditor, or representative of creditors of such Subsidiary Guarantor, or debtor in possession or trustee in bankruptcy of the Subsidiary Guarantor, otherwise proves in such a lawsuit that the aggregate liability of the Subsidiary Guarantor is limited to the amount set forth in clause (ii). In making any determination as to the solvency or sufficiency of capital of a Subsidiary Guarantor in accordance with the previous sentence, the right of such Subsidiary Guarantor to contribution from other Subsidiary Guarantors and any other rights such Subsidiary Guarantor may have, contractual or otherwise, shall be taken into account.

Limitation of Subsidiary Guarantor's Liability. For purposes of this Article 10 and any Guarantee of the Notes by a Each Subsidiary Guarantor, and by its acceptance hereof each Holder, hereby confirm that it is the intention of all such parties that the guarantee by such Subsidiary 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. To effectuate the foregoing intention, the Holders and each Subsidiary Guarantor's liability will be Guarantor hereby irrevocably agree that amount from time to time equal to the aggregate liability obligations of such Subsidiary Guarantor hereunder and thereunder, but under its Subsidiary Guarantee shall be limited to the lesser of (i) the aggregate maximum amount of the obligations of the Issuers under the Notes and this Indenture or (ii) the amount, if any, which would not have (A) rendered such Subsidiary Guarantor "insolvent" (as such term is defined in the federal Bankruptcy Code and in the Debtor and Creditor Law of the State of New York) or (B) left it with unreasonably small capital at the time its Guarantee of the Notes was entered intowill, after giving effect to the incurrence of existing Indebtedness immediately prior to such time; provided thatall other contingent and fixed liabilities (including, it shall be a presumption in any lawsuit or other proceeding in which a Subsidiary but not limited to, Guarantor is a party that the amount guaranteed pursuant to the Guarantee of the Notes is the amount set forth in clause (iSenior Indebtedness) above unless any creditor, or representative of creditors of such Subsidiary Guarantor, Guarantor and after giving effect to any collections from or debtor payments made by or on behalf of any other Subsidiary Guarantor in possession or trustee in bankruptcy respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to Section 13.5 hereof, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting such a fraudulent conveyance or fraudulent transfer. This Section 13.4 is for the benefit of the creditors of each Subsidiary Guarantor, otherwise proves in such a lawsuit that the aggregate liability and, for purposes of the Subsidiary Guarantor is limited to Federal Bankruptcy Code, the amount set forth in clause (ii). In making Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act any determination as to the solvency each other similar federal or sufficiency of capital state law, any Indebtedness of a Subsidiary Guarantor in accordance with incurred from time to time pursuant to the previous sentence, Credit Facility shall be deemed to have been incurred prior to the right of incurrence by such Subsidiary Guarantor to contribution from other of liability under its Subsidiary Guarantors and any other rights such Subsidiary Guarantor may have, contractual or otherwise, shall be taken into accountGuarantee.

Limitation of Subsidiary Guarantor's Liability. For purposes Each Subsidiary Guarantor and by its acceptance hereof each Holder confirms that it is the intention of this Article 10 and any all such parties that the Note Guarantee of the Notes by a Subsidiary Guarantor, each Subsidiary Guarantor's liability will be that amount from time to time equal to the aggregate liability of such Subsidiary Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Trustee, the Holders and thereunder, but Subsidiary Guarantors hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its Note Guarantee shall be limited to the lesser of (i) the aggregate maximum amount of the obligations of the Issuers under the Notes and this Indenture or (ii) the amount, if any, which would not have (A) rendered such Subsidiary Guarantor "insolvent" (as such term is defined in the federal Bankruptcy Code and in the Debtor and Creditor Law of the State of New York) or (B) left it with unreasonably small capital at the time its Guarantee of the Notes was entered intothat will not, after giving effect to the incurrence of existing Indebtedness immediately prior to such time; provided that, it shall be a presumption in any lawsuit or all other proceeding in which a Subsidiary Guarantor is a party that the amount guaranteed pursuant to the Guarantee of the Notes is the amount set forth in clause (i) above unless any creditor, or representative of creditors contingent and fixed liabilities of such Subsidiary GuarantorGuarantor (including, without limitation, any guarantees under the Senior Secured Credit Facilities) and after giving effect to any collections from, rights to receive contribution from or debtor payments made by or on behalf of any other Subsidiary Guarantor in possession or trustee in bankruptcy respect of the Subsidiary Guarantor, otherwise proves in obligations of such a lawsuit that the aggregate liability of the other Subsidiary Guarantor is limited to under its Note Guarantee, result in the amount set forth in clause (ii)obligations of such Subsidiary Guarantor under its Note Guarantee constituting a fraudulent conveyance, fraudulent preference or fraudulent transfer or otherwise reviewable under applicable law. In making any determination as to the solvency or sufficiency of capital SECTION 10.5. Releases. A Note Guarantee of a Subsidiary Guarantor in accordance with shall be automatically and unconditionally released and discharged upon: (a) any sale, transfer or other disposition of all or substantially all of the previous sentence, the right assets of such Subsidiary Guarantor (including by way of merger or consolidation) to contribution from other Subsidiary Guarantors and any other rights such Subsidiary Guarantor may have, contractual or otherwise, shall be taken into account.a Person that is not (either before or