Common use of Limitation on Guaranteed Obligations Clause in Contracts

Limitation on Guaranteed Obligations. (a) Notwithstanding any provision herein contained to the contrary, each Guarantor’s liability hereunder shall be limited to an amount not to exceed as of any date of determination the greater of: (i) the amount of all Guaranteed Obligations, plus interest thereon at the applicable Interest Rate as specified in the Note; and (ii) the amount which could be claimed by the Collateral Agent from any Guarantor under this Guaranty without rendering such claim voidable or avoidable under the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law after taking into account, among other things, Guarantor’s right of contribution and indemnification. (b) Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guaranty hereunder or affecting the rights and remedies of the Collateral Agent or any Buyer hereunder or under applicable law. (c) No payment made by the Company, any Guarantor, any other guarantor or any other Person or received or collected by the Collateral Agent or any other Buyer from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Guaranteed Obligations or any payment received or collected from such Guarantor in respect of the Guaranteed Obligations), remain liable for the Guaranteed Obligations up to the maximum liability of such Guarantor hereunder until after all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been Paid in Full.

Limitation on Guaranteed Obligations. (a) Notwithstanding any provision herein contained to the contrary, each Guarantor’s liability hereunder shall be limited to an amount not to exceed as of any date of determination the greater of: (i) the amount of all Guaranteed Obligations, plus interest thereon at the applicable Interest Rate and any applicable Late Charges (each as defined in each Note) as specified in the Note; and (ii) the amount which could be claimed by the Collateral Agent Buyer from any Guarantor under this Guaranty without rendering such claim voidable or avoidable under the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law after taking into account, among other things, Guarantor’s right of contribution and indemnification. (b) Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guaranty hereunder or affecting the rights and remedies of the Collateral Agent or any Buyer hereunder or under applicable law. (c) No payment made by the Company, any Guarantor, any other guarantor or any other Person or received or collected by the Collateral Agent or any other Buyer from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Guaranteed Obligations or any payment received or collected from such Guarantor in respect of the Guaranteed Obligations), remain liable for the Guaranteed Obligations up to the maximum liability of such Guarantor hereunder until after all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been Paid in Full.

Limitation on Guaranteed Obligations. (a) Notwithstanding any provision herein contained to the contrary, each Guarantor’s liability hereunder shall be limited to an amount not to exceed as of any date of determination the greater of: (i) the amount of all Guaranteed Obligations, plus interest thereon at the applicable Interest Rate as specified in the Note; and (ii) the amount which could be claimed by the Collateral Agent Secured Party from any Guarantor under this Guaranty without rendering such claim voidable or avoidable under the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law after taking into account, among other things, Guarantor’s right of contribution and indemnification. (b) Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guaranty hereunder or affecting the rights and remedies of the Collateral Agent or any Buyer Sceured Party hereunder or under applicable law. (c) No payment made by the Company, any Guarantor, any other guarantor or any other Person or received or collected by the Collateral Agent or any other Buyer Secured Party from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Guaranteed Obligations or any payment received or collected from such Guarantor in respect of the Guaranteed Obligations), remain liable for the Guaranteed Obligations up to the maximum liability of such Guarantor hereunder until after all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been Paid in Full.

Limitation on Guaranteed Obligations. Each Guarantor that is a Subsidiary Party and each Secured Party (aby its acceptance of the benefits of this Agreement) Notwithstanding any provision herein contained to the contrary, each Guarantor’s liability hereunder shall be limited to an amount hereby confirms that it is its intention that this Agreement not to exceed as constitute a fraudulent transfer or conveyance for purposes of any date of determination the greater of: Debtor Relief Laws (i) the amount of all Guaranteed Obligations, plus interest thereon at the applicable Interest Rate as specified in the Note; and (ii) the amount which could be claimed by the Collateral Agent from any Guarantor under this Guaranty without rendering such claim voidable or avoidable under including the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Actof the United States, the Uniform Fraudulent Conveyance Act or any similar statute Federal or common law after taking into accountstate law). To effectuate the foregoing intention, among other things, Guarantor’s right each Guarantor that is a Subsidiary Party and each Secured Party (by its acceptance of contribution and indemnification. (bthe benefits of this Agreement) Each Guarantor hereby irrevocably agrees that the Guaranteed Obligations may at any time owing by such Guarantor under this Agreement shall be limited to such amount as will, after giving effect to such amount and from time to time exceed the amount of the liability all other (contingent or otherwise) liabilities of such Guarantor hereunder without impairing that are relevant under such Debtor Relief Laws (it being understood that it is the guaranty hereunder or affecting the rights and remedies intention of the Collateral Agent or parties to this Agreement and the parties to any Buyer hereunder or under applicable law. (c) No payment made by the Company, guarantee of any Guarantor, any other guarantor or any other Person or received or collected by the Collateral Agent or any other Buyer from the Company, Junior Financing that is subordinated to any of the Guaranteed Obligations, to the maximum extent permitted under applicable Laws, that the liabilities in respect of the guarantees of such Junior Financing shall not be included for the foregoing purposes and that, if any reduction is required to the amount guaranteed by any Guarantor hereunder and with respect to such Junior Financing that its guarantee of amounts owing in respect of such Junior Financing shall first be reduced) and after giving effect to any rights to contribution and/or subrogation pursuant to any agreement providing for an equitable contribution and/or subrogation among such Guarantor and the other Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time result in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Guaranteed Obligations such amount not constituting a fraudulent transfer or any payment received or collected from such Guarantor in respect of the Guaranteed Obligations), remain liable for the Guaranteed Obligations up to conveyance and the maximum liability of each Guarantor hereunder and under the Secured Credit Documents shall in no event exceed such amount. Notwithstanding the provisions of the two preceding sentences, as between the Secured Parties and the holders of such Junior Financing, it is agreed (and the provisions of Junior Financing Documentation shall so provide) that any diminution (whether pursuant to court decree or otherwise) of any Guarantor’s obligation to make any distribution or payment pursuant to this Agreement shall have no force or effect for purposes of the subordination provisions contained in such Junior Financing Documentation, and that any payments received in respect of a Guarantor’s obligations with respect to such Junior Financing shall be turned over to the holders of the “Senior Indebtedness” (as defined in such Junior Financing Documentation) (or obligations which would have constituted Senior Indebtedness if same had not been reduced or disallowed) of such Guarantor hereunder until after all (which Senior Indebtedness shall be calculated as if there were no diminution thereto pursuant to this Section 4.16 or for any other reason other than the indefeasible payment in full in cash of the Guaranteed Obligations and respective obligations which would otherwise have constituted Senior Indebtedness) until all other amounts payable under this Guaranty shall such Senior Indebtedness (or obligations which would have constituted Senior Indebtedness if same had not been Paid reduced or disallowed) has been indefeasibly paid in Fullfull in cash.

Limitation on Guaranteed Obligations. Each Guarantor that is a Subsidiary Party and each Secured Party (aby its acceptance of the benefits of this Agreement) Notwithstanding any provision herein contained to the contrary, each Guarantor’s liability hereunder shall be limited to an amount hereby confirms that it is its intention that this Agreement not to exceed as constitute a fraudulent transfer or conveyance for purposes of any date of determination the greater of: Debtor Relief Laws (i) the amount of all Guaranteed Obligations, plus interest thereon at the applicable Interest Rate as specified in the Note; and (ii) the amount which could be claimed by the Collateral Agent from any Guarantor under this Guaranty without rendering such claim voidable or avoidable under including the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer ActCode, the Uniform Fraudulent Conveyance Act or any similar statute Federal or common law after taking into accountstate law). To effectuate the foregoing intention, among other things, Guarantor’s right each Guarantor that is a Subsidiary Party and each Secured Party (by its acceptance of contribution and indemnification. (bthe benefits of this Agreement) Each Guarantor hereby irrevocably agrees that the Guaranteed Obligations may at any time owing by such Guarantor under this Agreement shall be limited to such amount as will, after giving effect to such amount and from time to time exceed the amount of the liability all other (contingent or otherwise) liabilities of such Guarantor hereunder without impairing that are relevant under such Debtor Relief Laws (it being understood that it is the guaranty hereunder or affecting the rights and remedies intention of the Collateral Agent or parties to this Agreement and the parties to any Buyer hereunder or under applicable law. (c) No payment made by guaranty of any Junior Financing that is subordinated to the Company, any Guarantor, any other guarantor or any other Person or received or collected by the Collateral Agent or any other Buyer from the Company, any of the Guaranteed Obligations, to the maximum extent permitted under applicable laws, the liabilities in respect of the guarantees of such Junior Financing shall not be included for the foregoing purposes and that, if any reduction is required to the amount guaranteed by any Guarantor hereunder and with respect to such Junior Financing that its guarantee of amounts owing in respect of such Junior Financing shall first be reduced) and after giving effect to any rights to contribution and/or subrogation pursuant to any agreement providing for an equitable contribution and/or subrogation among such Guarantor and the other Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time result in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Guaranteed Obligations such amount not constituting a fraudulent transfer or any payment received or collected from such Guarantor in respect of the Guaranteed Obligations), remain liable for the Guaranteed Obligations up to conveyance and the maximum liability of each Guarantor hereunder and under the Secured Credit Documents shall in no event exceed such amount.. Notwithstanding the provisions of the two preceding sentences, as between the Secured Parties and the holders of such Junior Financing, it is agreed (and the provisions of Junior Financing Documentation shall so provide) that any diminution (whether pursuant to court decree or otherwise) of any Guarantor’s obligation to make any distribution or payment pursuant to this Agreement shall have no force or effect for purposes of the subordination provisions contained in such Junior Financing Documentation, and that any payments received in respect of a Guarantor’s obligations with respect to such Junior Financing shall be turned over to the holders of the “Senior Indebtedness” (as defined in such Junior Financing Documentation) (or obligations which would have constituted Senior Indebtedness if same had not been reduced or disallowed) of such Guarantor hereunder until after all (which Senior Indebtedness shall be calculated as if there were no diminution thereto pursuant to this Section 4.16 or for any other reason other than the indefeasible payment in full in cash of the Guaranteed Obligations and respective obligations which would otherwise have constituted Senior Indebtedness) until all other amounts payable under this Guaranty shall such Senior Indebtedness (or obligations which would have constituted Senior Indebtedness if same had not been Paid reduced or disallowed) has been indefeasibly paid in Fullfull in cash.

Limitation on Guaranteed Obligations. (a) Notwithstanding any provision herein contained to the contrary, each Guarantor’s liability hereunder shall be limited to an amount not to exceed as of any date of determination the greater of: (i) the amount of all Guaranteed Obligations, plus interest thereon at the applicable Interest Rate as specified in the Note; and (ii) the amount which could be claimed by the Collateral Agent from any Guarantor under this Guaranty without rendering such claim voidable or avoidable under the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law after taking into account, among other things, Guarantor’s right of contribution and indemnification. (b) Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guaranty hereunder or affecting the rights and remedies of the Collateral Agent or any Buyer hereunder or under applicable law. (c) No payment made by the Company, any Guarantor, any other guarantor or any other Person or received or collected by the Collateral Agent or any other Buyer from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Guaranteed Obligations or any payment received or collected from such Guarantor in respect of the Guaranteed Obligations), remain liable for the Guaranteed Obligations up to the maximum liability of such Guarantor hereunder until after all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been Paid in Full. (d) Upon any Guarantor ceasing to be a Significant Subsidiary (to the extent the circumstances as a result of which it ceases to be a Significant Subsidiary are not prohibited by the terms of the Transaction Documents), such Guarantor shall be automatically released from its obligations under this Guaranty. The Collateral Agent shall execute any documents reasonably requested by the Company or any Guarantor to evidence the release of such Guarantor from its obligations hereunder, provided that Company or Guarantor, as applicable, agrees to pay all reasonable costs and expenses of the Collateral Agent (including the reasonable and documented fees and expenses of counsel for the Collateral Agent) in connection with such release and execution of such documents.

Limitation on Guaranteed Obligations. (a) Notwithstanding any provision herein contained to It is the contrary, each intention of ------------------------------------ the Subsidiary Guarantor and the Banks that the Subsidiary Guarantor’s liability 's obligations hereunder shall be limited to an amount in, but not to exceed in excess of, as of any date of determination date, the greater of:of the following (such greater amount determined hereunder being referred to as the "Maximum Liability"): (i) the aggregate amount of all Guaranteed Obligationsmonies received by the Subsidiary Guarantor from the Borrower or any other guarantor on or after the date hereof (whether by loan, plus interest thereon at the applicable Interest Rate as specified in the Note; and capital infusion or other means), or (ii) the maximum amount which could (such amount being the Subsidiary Guarantor's "Alternative Limitation") not subject to avoidance under Title 11 of the United States Code, as same may be claimed by amended from time to time, or any applicable state law (collectively, the Collateral Agent from any Guarantor under this Guaranty without rendering "Bankruptcy Code"). To that end, but as to the Alternative Limitation of the Subsidiary Guarantor, only to the extent such claim voidable or avoidable obligations would otherwise be subject to avoidance under the Bankruptcy Code if the Subsidiary Guarantor is not deemed to have received valuable consideration, fair value or reasonably equivalent value for its obligations hereunder, the Subsidiary Guarantor's obligations hereunder shall be reduced to that amount which, after giving effect thereto, would not render the Subsidiary Guarantor insolvent, or leave the Subsidiary Guarantor with an unreasonably small capital to conduct its business, or cause the Subsidiary Guarantor to have incurred debts (or intended to have incurred debts) beyond its ability to pay such debts as they mature, at the time such obligations are deemed to have been incurred under any applicable state Uniform Fraudulent Transfer Actthe Bankruptcy Code. As used herein, Uniform Fraudulent Conveyance Act or similar statute or common law after taking into account, among other things, Guarantor’s right of contribution the terms "insolvent" and indemnification. (b) Each Guarantor agrees that "unreasonably small capital" shall likewise be determined in accordance with the Guaranteed Obligations may at any time and from time Bankruptcy Code. This Section 14 with respect to time exceed the amount Alternative Limitation of the liability of such Subsidiary Guarantor hereunder without impairing the guaranty hereunder or affecting is intended solely to preserve the rights and remedies of the Collateral Agent or any Buyer Banks hereunder or under applicable law. (c) No payment made by the Company, any Guarantor, any other guarantor or any other Person or received or collected by the Collateral Agent or any other Buyer from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Guaranteed Obligations or any payment received or collected from such Guarantor in respect of the Guaranteed Obligations), remain liable for the Guaranteed Obligations up to the maximum liability extent not subject to avoidance under the Bankruptcy Code, and neither the Subsidiary Guarantor nor any other person or entity shall have any right or claim under this Section 14 with respect to the Alternative Limitation, except to the extent necessary so that the obligations of such the Subsidiary Guarantor hereunder until after all of shall not be rendered voidable under the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been Paid in FullBankruptcy Code.

Limitation on Guaranteed Obligations. (a) Notwithstanding any provision herein contained to the contrary, each Guarantor’s liability hereunder shall be limited to an amount not to exceed as of any date of determination the greater of: (i) the amount of all Guaranteed Obligations, plus interest thereon at the applicable Interest Rate as specified in the Note; Obligations and (ii) the amount which could be claimed by the Collateral Agent from any Guarantor under this Guaranty without rendering such claim voidable or avoidable under the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law after taking into account, among other things, Guarantor’s right of contribution and indemnification. (b) Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guaranty hereunder or affecting the rights and remedies of the Collateral Agent or Agent, the Purchasers and/or any Buyer other Noteholder hereunder or under applicable law. (c) No payment made by the Company, Company to any Guarantor, any other guarantor or any other Person or received or collected by the Collateral Agent or Agent, the Purchasers and/or any other Buyer Noteholder from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Guaranteed Obligations or any payment received or collected from such Guarantor in respect of the Guaranteed Obligations), remain liable for the Guaranteed Obligations up to the maximum liability of such Guarantor hereunder until after all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been Paid in Full.

Limitation on Guaranteed Obligations. (a) Notwithstanding any provision herein contained to the contrary, each Guarantor’s liability hereunder shall be limited to an amount not to exceed as of any date of determination the greater of: (i) the amount of all Guaranteed Obligations, plus interest thereon at the applicable Interest Rate Rates as specified in the NoteNotes; and (ii) the amount which could be claimed by the Collateral Agent from any Guarantor under this Guaranty without rendering such claim voidable or avoidable under the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law after taking into account, among other things, Guarantor’s right of contribution and indemnification. (b) Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guaranty hereunder or affecting the rights and remedies of the Collateral Agent or any Buyer hereunder or under applicable law. (c) No payment made by the Company, any Guarantor, any other guarantor or any other Person or received or collected by the Collateral Agent or any other Buyer from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Guaranteed Obligations or any payment received or collected from such Guarantor in respect of the Guaranteed Obligations), remain liable for the Guaranteed Obligations up to the maximum liability of such Guarantor hereunder until after all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been Paid in Full. (d) Upon any Guarantor ceasing to be a Significant Subsidiary (to the extent the circumstances as a result of which it ceases to be a Significant Subsidiary are not prohibited by the terms of the Transaction Documents), such Guarantor shall be automatically released from its obligations under this Guaranty. The Collateral Agent shall execute any documents reasonably requested by the Company or any Guarantor to evidence the release of such Guarantor from its obligations hereunder, provided that Company or Guarantor, as applicable, agrees to pay all reasonable costs and expenses of the Collateral Agent (including the reasonable and documented fees and expenses of counsel for the Collateral Agent) in connection with such release and execution of such documents.

Limitation on Guaranteed Obligations. (a) Notwithstanding any provision herein contained to the contrary, each Guarantor’s liability hereunder shall be limited to an amount not to exceed as of any date of determination the greater of: (i) the amount of all Guaranteed Obligations, plus interest thereon at the applicable Interest Rate as specified in the Note; and (ii) the amount which could be claimed by the Collateral Agent from any Guarantor under this Guaranty without rendering such claim voidable or avoidable under the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law after taking into account, among other things, Guarantor’s right of contribution and indemnification. (b) Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guaranty hereunder or affecting the rights and remedies of the Collateral Agent or any Buyer hereunder or under applicable law. (c) No payment made by the Company, any Guarantor, any other guarantor or any other Person or received or collected by the Collateral Agent or any other Buyer from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Guaranteed Obligations or any payment received or collected from such Guarantor in respect of the Guaranteed Obligations), remain liable for the Guaranteed Obligations up to the maximum liability of such Guarantor hereunder until after all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been Paid in Full.

Limitation on Guaranteed Obligations. Each Guarantor Subsidiary and each Beneficiary (aby its acceptance of the benefits hereof) Notwithstanding any provision herein contained to hereby confirms that it is its intention that the contrary, each Guarantor’s liability hereunder shall be limited to an amount guaranty set forth in this Section 7 not to exceed as constitute a fraudulent transfer or conveyance for purposes of any date of determination the greater of: (i) the amount of all Guaranteed Obligations, plus interest thereon at the applicable Interest Rate as specified in the Note; and (ii) the amount which could be claimed by the Collateral Agent from any Guarantor under this Guaranty without rendering such claim voidable or avoidable under the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer ActCode, the Uniform Fraudulent Conveyance Act of any similar Federal or similar statute or common law after taking into accountstate law. To effectuate the foregoing intention, among other things, Guarantor’s right each Guarantor Subsidiary and each Beneficiary (by its acceptance of contribution and indemnification. (bthe benefits of the guaranty set forth in this Section 7) Each Guarantor hereby irrevocably agrees that the Guaranteed Obligations may at any time guaranteed by such Guarantor Subsidiary shall be limited to such amount as will, after giving effect to such maximum amount and from time to time exceed the amount of the liability all other (contingent or otherwise) liabilities of such Guarantor hereunder without impairing Subsidiary that are relevant under such laws (it being understood that it is the guaranty hereunder or affecting the rights and remedies intention of the Collateral Agent parties to this Guaranty and the parties to any guaranty of the Unsecured Acquisition Debt, any Qualified Seller Subordinated Debt, the Secured Notes, the Refinancing Secured Notes or any Buyer hereunder or the Additional Secured Notes, as the case may be, that, to the maximum extent permitted under applicable law. (c) No payment made by laws, the Company, any Guarantor, any other guarantor or any other Person or received or collected by the Collateral Agent or any other Buyer from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor liabilities in respect of the Guaranteed Obligations guarantees of the Unsecured Acquisition Debt, any Qualified Seller Subordinated Debt, the Secured Notes, the Refinancing Secured Notes or the Additional Secured Notes, as the case may be, shall not be included for the foregoing purposes and that, if any payment received reduction is required to the amount guaranteed by any Guarantor Subsidiary hereunder and with respect to the Subordinated Notes, any Qualified Seller Subordinated Debt, the Secured Notes, the Refinancing Secured Notes or collected from such Guarantor the Additional Secured Notes, as the case may be, that its guarantee of amounts owing in respect of the Guaranteed Obligations)Unsecured Acquisition Debt, remain liable any Qualified Seller Subordinated Debt, the Secured Notes, the Refinancing Secured Notes or the Additional Secured Notes, as the case may be, shall first be reduced) and after giving effect to any rights to contribution pursuant to any agreement providing for an equitable contribution among such Guarantor Subsidiary and the other Guarantor Subsidiaries, result in the Guaranteed Obligations up to the maximum liability of such Guarantor hereunder until after all Subsidiary in respect of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been Paid in Fullsuch maximum amount not constituting a fraudulent transfer or conveyance.

Limitation on Guaranteed Obligations. Each Guarantor Subsidiary and each Beneficiary (aby its acceptance of the benefits hereof) Notwithstanding any provision herein contained to hereby confirms that it is its intention that the contrary, each Guarantor’s liability hereunder shall be limited to an amount guaranty set forth in this Section 7 not to exceed as constitute a fraudulent transfer or conveyance for purposes of any date of determination the greater of: (i) the amount of all Guaranteed Obligations, plus interest thereon at the applicable Interest Rate as specified in the Note; and (ii) the amount which could be claimed by the Collateral Agent from any Guarantor under this Guaranty without rendering such claim voidable or avoidable under the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer ActCode, the Uniform Fraudulent Conveyance Act of any similar Federal or similar statute or common law after taking into accountstate law. To effectuate the foregoing intention, among other things, Guarantor’s right each Guarantor Subsidiary and each Beneficiary (by its acceptance of contribution and indemnification. (bthe benefits of the guaranty set forth in this Section 7) Each Guarantor hereby irrevocably agrees that the Guaranteed Obligations may at any time guaranteed by such Guarantor Subsidiary shall be limited to such amount as will, after giving effect to such maximum amount and from time to time exceed the amount of the liability all other (contingent or otherwise) liabilities of such Guarantor hereunder without impairing Subsidiary that are relevant under such laws (it being understood that it is the guaranty hereunder or affecting the rights and remedies intention of the Collateral Agent parties to this Guaranty and the parties to any guaranty of the Unsecured Debt, any Qualified Seller Subordinated Debt, the ABL Loans or any Buyer hereunder or the Additional Secured Term Loans, as the case may be, that, to the maximum extent permitted under applicable law. (c) No payment made by laws, the Company, any Guarantor, any other guarantor or any other Person or received or collected by the Collateral Agent or any other Buyer from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor liabilities in respect of the Guaranteed Obligations guarantees of the Unsecured Debt, any Qualified Seller Subordinated Debt, the ABL Loans or the Additional Secured Term Loans, as the case may be, shall not be included for the foregoing purposes and that, if any payment received reduction is required to the amount guaranteed by any Guarantor Subsidiary hereunder and with respect to the any Qualified Seller Subordinated Debt, the ABL Loans or collected from such Guarantor the Additional Secured Term Loans, as the case may be, that its guarantee of amounts owing in respect of the Guaranteed Obligations)Unsecured Debt, remain liable any Qualified Seller Subordinated Debt, the ABL Loans or the Additional Secured Term Loans, as the case may be, shall first be reduced) and after giving effect to any rights to contribution pursuant to any agreement providing for an equitable contribution among such Guarantor Subsidiary and the other Guarantor Subsidiaries, result in the Guaranteed Obligations up to the maximum liability of such Guarantor hereunder until after all Subsidiary in respect of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been Paid in Fullsuch maximum amount not constituting a fraudulent transfer or conveyance.

Limitation on Guaranteed Obligations. Each Guarantor Subsidiary and each Beneficiary (aby its acceptance of the benefits hereof) Notwithstanding any provision herein contained to hereby confirms that it is its intention that the contrary, each Guarantor’s liability hereunder shall be limited to an amount guaranty set forth in this Section 7 not to exceed as constitute a fraudulent transfer or conveyance for purposes of any date of determination the greater of: (i) the amount of all Guaranteed Obligations, plus interest thereon at the applicable Interest Rate as specified in the Note; and (ii) the amount which could be claimed by the Collateral Agent from any Guarantor under this Guaranty without rendering such claim voidable or avoidable under the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer ActCode, the Uniform Fraudulent Conveyance Act of any similar Federal or similar statute or common law after taking into accountstate law. To effectuate the foregoing intention, among other things, Guarantor’s right each Guarantor Subsidiary and each Beneficiary (by its acceptance of contribution and indemnification. (bthe benefits of the guaranty set forth in this Section 7) Each Guarantor hereby irrevocably agrees that the Guaranteed Obligations may at any time guaranteed by such Guarantor Subsidiary shall be limited to such amount as will, after giving effect to such maximum amount and from time to time exceed the amount of the liability all other (contingent or otherwise) liabilities of such Guarantor hereunder without impairing Subsidiary that are relevant under such laws (it being understood that it is the guaranty hereunder or affecting the rights and remedies intention of the Collateral Agent parties to this Guaranty and the parties to any guaranty of the Unsecured Debt, any Qualified Seller Subordinated Debt, the Secured Term Loans, the Refinancing Secured Term Loans or any Buyer hereunder or the Additional Secured Term Loans, as the case may be, that, to the maximum extent permitted under applicable law. (c) No payment made by laws, the Company, any Guarantor, any other guarantor or any other Person or received or collected by the Collateral Agent or any other Buyer from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor liabilities in respect of the Guaranteed Obligations guarantees of the Unsecured Debt, any Qualified Seller Subordinated Debt, the Secured Term Loans, the Refinancing Secured Term Loans or the Additional Secured Term Loans, as the case may be, shall not be included for the foregoing purposes and that, if any payment received reduction is required to the amount guaranteed by any Guarantor Subsidiary hereunder and with respect to the Subordinated Notes, any Qualified Seller Subordinated Debt, the Secured Term Loans, the Refinancing Secured Term Loans or collected from such Guarantor the Additional Secured Term Loans, as the case may be, that its guarantee of amounts owing in respect of the Guaranteed Obligations)Unsecured Debt, remain liable any Qualified Seller Subordinated Debt, the Secured Term Loans, the Refinancing Secured Term Loans or the Additional Secured Term Loans, as the case may be, shall first be reduced) and after giving effect to any rights to contribution pursuant to any agreement providing for an equitable contribution among such Guarantor Subsidiary and the other Guarantor Subsidiaries, result in the Guaranteed Obligations up to the maximum liability of such Guarantor hereunder until after all Subsidiary in respect of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been Paid in Fullsuch maximum amount not constituting a fraudulent transfer or conveyance.

Limitation on Guaranteed Obligations. Each Guarantor and each Secured Creditor (aby its acceptance of the benefits of this Guaranty) Notwithstanding any provision herein contained to the contrary, each Guarantor’s liability hereunder shall be limited to an amount not to exceed as of any date of determination the greater of: (i) the amount of all Guaranteed Obligations, plus interest thereon at the applicable Interest Rate as specified in the Note; and (ii) the amount which could be claimed by the Collateral Agent from any Guarantor under hereby confirms that it is its intention that this Guaranty without rendering such claim voidable not constitute a fraudulent transfer or avoidable under conveyance for purposes of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer ActCode, the Uniform Fraudulent Conveyance Act of any similar Federal or similar statute or common law after taking into accountstate law. To effectuate the foregoing intention, among other things, Guarantor’s right each Guarantor and each Secured Creditor (by its acceptance of contribution and indemnification. (bthe benefits of this Guaranty) Each Guarantor hereby irrevocably agrees that the Guaranteed Obligations may at any time guaranteed by such Guarantor shall be limited to such amount as will, after giving effect to such maximum amount and from time to time exceed the amount of the liability all other (contingent or otherwise) liabilities of such Guarantor hereunder without impairing that are relevant under such laws (it being understood that it is the guaranty hereunder or affecting the rights and remedies intention of the Collateral Agent or parties to this Guaranty and the parties to any Buyer hereunder or guaranty of the Permitted Senior Subordinated Notes that, to the maximum extent permitted under applicable law. (c) No payment made by laws, the Company, any Guarantor, any other guarantor or any other Person or received or collected by the Collateral Agent or any other Buyer from the Company, any liabilities in respect of the guarantees of the Permitted Senior Subordinated Notes shall not be included for the foregoing purposes and that, if any reduction is required to the amount guaranteed by any Guarantor hereunder and with respect to the Permitted Senior Subordinated Notes that its guarantee of amounts owing in respect of the Permitted Senior Subordinated Notes shall first be reduced) and after giving effect to any rights to contribution pursuant to any agreement providing for an equitable contribution among such Guarantor and the other Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time result in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of such maximum amount not constituting a fraudulent transfer or conveyance. Notwithstanding the Guaranteed Obligations or any payment received or collected from such Guarantor in respect provisions of the Guaranteed Obligations)two preceding sentences, remain liable for as between the Guaranteed Obligations up to Secured Creditors and the maximum liability of such Guarantor hereunder until after all holders of the Guaranteed Obligations Permitted Senior Subordinated Notes, unless the Agents otherwise agree in their sole discretion, it is agreed (and all other amounts payable under upon execution and delivery of any Permitted Senior Subordinated Notes Indentures, the provisions thereof shall so provide) that any diminution (whether pursuant to court decree or otherwise) of any Guarantor’s obligation to make any distribution or payment pursuant to this Guaranty shall have no force or effect for purposes of the subordination provisions contained in the Permitted Senior Subordinated Notes Indentures, and that any payments received in respect of a Guarantor’s obligations with respect to the Permitted Senior Subordinated Notes shall be turned over to the holders of the “senior debt” of such Guarantor (or obligations which would have constituted “senior debt” of such Guarantor if same had not been Paid reduced or disallowed and which “senior debt” shall be calculated as if there were no diminution thereto pursuant to this Section 20 or for any other reason other than the irrevocable payment in Fullfull in cash of the respective obligations which would otherwise have constituted “senior debt” of such Guarantor) until all such “senior debt” (or obligations which would have constituted “senior debt” of such Guarantor if same had not been reduced or disallowed) has been irrevocably paid in full in cash.

Limitation on Guaranteed Obligations. Each Guarantor and each Secured Creditor (aby its acceptance of the benefits of this Guaranty) hereby confirms that it is its intention that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act of any similar Federal or state law. To effectuate the foregoing intention, each Guarantor and each Secured Creditor (by its acceptance of the benefits of this Guaranty) hereby irrevocably agrees that the Guaranteed Obligations guaranteed by such Guarantor shall be limited to such amount as will, after giving effect to such maximum amount and all other (contingent or otherwise) liabilities of such Guarantor that are relevant under such laws and after giving effect to any rights to contribution pursuant to any agreement providing for an equitable contribution among such Guarantor and the other Guarantors, result in the Guaranteed Obligations of such Guarantor in respect of such maximum amount not constituting a fraudulent transfer or conveyance. Notwithstanding any other provision herein contained of this Guaranty, (i) the guarantee, indemnity and other obligations of Xxxxxx-Standard Automotive International B.V. expressed to be assumed in this Guaranty shall be deemed not to be assumed by Xxxxxx-Standard Automotive International BV to the contraryextent that such guarantee, each Guarantor’s liability hereunder indemnity and other obligations would constitute unlawful financial assistance within the meaning of Section 2:207(c) or 2:98(c) of the Dutch Civil Code (Burgerlijk Wetboek) and (ii) the payment obligations of Xxxxxx-Standard Automotive International B.V., CSA International Holdings Coöperatief U.A., and CSA International Holdings CV under Section 1 hereof in respect of Guaranteed Obligations owing by the U.S. Borrower (and under pledges securing such Guaranteed Obligations owing by the U.S. Borrower) shall be limited to an amount of Guaranteed Obligations not to exceed as in excess of any date $60,000,000 and the provisions of determination the greater of: (i) the amount of all Guaranteed Obligations, plus interest thereon at the applicable Interest Rate as specified in the Note; and (ii) the amount which could be claimed by the Collateral Agent from any Guarantor under this Guaranty without rendering such claim voidable or avoidable under and the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law after taking into account, among other things, Guarantor’s right of contribution and indemnification. (b) Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guaranty hereunder or affecting the rights and remedies of the Collateral Agent or any Buyer hereunder or under applicable law. (c) No payment made by the Company, any Guarantor, any other guarantor or any other Person or received or collected by the Collateral Agent or any other Buyer from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations Credit Documents shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Guaranteed Obligations or any payment received or collected from such Guarantor in respect of the Guaranteed Obligations), remain liable for the Guaranteed Obligations up to the maximum liability of such Guarantor hereunder until after all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been Paid in Fullconstrued accordingly.

Limitation on Guaranteed Obligations. Each Guarantor and each Secured Creditor (aby its acceptance of the benefits of this Guaranty) Notwithstanding any provision herein contained to the contrary, each Guarantor’s liability hereunder shall be limited to an amount hereby confirms that it is its intention that this Guaranty not to exceed as constitute a fraudulent transfer or conveyance for purposes of any date of determination Debtor Relief Law, the greater of: (i) Uniform Fraudulent Conveyance Act, the amount of all Guaranteed Obligations, plus interest thereon at the applicable Interest Rate as specified in the Note; and (ii) the amount which could be claimed by the Collateral Agent from any Guarantor under this Guaranty without rendering such claim voidable or avoidable under the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or any similar statute Federal or common law after taking into accountstate law. To effectuate the foregoing intention, among other things, Guarantor’s right each Guarantor and each Secured Creditor (by its acceptance of contribution and indemnification. (bthe benefits of this Guaranty) Each Guarantor hereby irrevocably agrees that the Guaranteed Obligations may at any time guaranteed by such Guarantor shall be limited to such amount as will, after giving effect to such maximum amount and from time to time exceed the amount of the liability all other (contingent or otherwise) liabilities of such Guarantor hereunder without impairing that are relevant under such laws and after giving effect to any rights to contribution pursuant to any agreement providing for an equitable contribution among such Guarantor and the guaranty hereunder or affecting the rights and remedies of the Collateral Agent or any Buyer hereunder or under applicable law. (c) No payment made by the Company, any Guarantor, any other guarantor or any other Person or received or collected by the Collateral Agent or any other Buyer from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time result in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of such maximum amount not constituting a fraudulent transfer or conveyance. · COUNTERPARTS . This Guaranty may be executed in any number of counterparts and by the Guaranteed Obligations different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A set of counterparts executed by all the parties hereto shall be lodged with the Collateral Agent. Delivery of an executed signature page to this Guaranty by facsimile transmission or as a “.pdf” shall be as effective as delivery of a manually signed counterpart of this Guaranty. · PAYMENTS . All payments made by any payment received Guarantor hereunder will be made without setoff, counterclaim or collected from such Guarantor other defense, and shall be made in respect immediately available funds to the office of the Guaranteed Obligations), remain liable for Collateral Agent specified in Section 2.19 of the Guaranteed Obligations up Credit Agreement or at such other address as the Collateral Agent may designate in writing to the maximum liability of such Guarantor hereunder until after all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been Paid in FullGuarantors.

Limitation on Guaranteed Obligations. (a) Notwithstanding any provision herein contained to the contrary, each Guarantor’s liability hereunder shall be limited to an amount not to exceed as of any date of determination the greater of: (i) the amount of all Guaranteed Obligations, plus interest thereon at the applicable Interest Rate as specified in the Note; and (ii) the amount which could be claimed by the Collateral Agent from any Guarantor under this Guaranty without rendering such claim voidable or avoidable under the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law after taking into account, among other things, Guarantor’s right of contribution and indemnification. (b) Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guaranty hereunder or affecting the rights and remedies of the Collateral Agent or any Buyer hereunder or under applicable law. (c) No payment made by the Company, any Guarantor, any other guarantor or any other Person or received or collected by the Collateral Agent or any other Buyer from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Guaranteed Obligations or any payment received or collected from such Guarantor in respect of the Guaranteed Obligations), remain liable for the Guaranteed Obligations up to the maximum liability of such Guarantor hereunder until after all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been Paid in Full. (d) Upon any Guarantor ceasing to be a Significant Subsidiary (to the extent the circumstances as a result of which it ceases to be a Significant Subsidiary are not prohibited by the terms of the Transaction Documents), such Guarantor shall be automatically released from its obligations under this Guaranty. The Collateral Agent shall execute any documents reasonably requested by the Company or any Guarantor to evidence the release of such Guarantor from its obligations hereunder, provided that Company or Guarantor, as applicable, agrees to pay all reasonable costs and expenses of the Collateral Agent (including the reasonable and documented fees and expenses of counsel for the Collateral Agent) in connection with such release and execution of such documents.

Limitation on Guaranteed Obligations. (a) Notwithstanding any provision herein contained to the contrary, each Guarantor’s liability hereunder shall be limited to an amount not to exceed as of any date of determination the greater of: (i) the amount of all Guaranteed Obligations, plus interest thereon at the applicable Interest Rate interest rate as specified in the NoteNotes, including Cash Interest and PIK Interest; and (ii) the amount which could be claimed by the Collateral Agent from any Guarantor under this Guaranty without rendering such claim voidable or avoidable under the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law after taking into account, among other things, Guarantor’s right of contribution and indemnification. (b) Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guaranty hereunder or affecting the rights and remedies of the Collateral Agent or Agent, the Purchaser and/or any Buyer other Noteholder hereunder or under applicable law. (c) No payment made by the Company, any Guarantor, any other guarantor or any other Person or received or collected by the Collateral Agent or Agent, the Purchaser and/or any other Buyer Noteholder from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Guaranteed Obligations or any payment received or collected from such Guarantor in respect of the Guaranteed Obligations), remain liable for the Guaranteed Obligations up to the maximum liability of such Guarantor hereunder until after all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been Paid in Full.

Limitation on Guaranteed Obligations. (a) Notwithstanding any provision herein contained to the contrary, each Guarantor’s liability hereunder shall be limited to an amount not to exceed as of any date of determination the greater of: (i) the amount of all Guaranteed Obligations, plus interest thereon at the applicable Interest Rate as specified in the Note; and; (ii) the amount which could be claimed by the Collateral Agent Lender from any Guarantor under this Guaranty without rendering such claim voidable or avoidable under the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act Act, or similar statute or common law after taking into account, among other things, the Guarantor’s right of contribution and indemnification. (b) Each Guarantor agrees that the Guaranteed Obligations may may, at any time and from time to time time, exceed the amount of the liability of such Guarantor hereunder without impairing the guaranty guarantor hereunder or affecting the rights and remedies of the Collateral Agent or any Buyer Lender hereunder or under applicable law. (c) No payment made by the Company, any Guarantor, any other guarantor or any other Person or received or collected by the Collateral Agent or any other Buyer Lender from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release release, or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Guaranteed Obligations or any payment received or collected from such Guarantor in respect of the Guaranteed Obligations), remain liable for the Guaranteed Obligations up to the maximum liability of such Guarantor hereunder until after all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been Paid in Full.

Limitation on Guaranteed Obligations. (a) Notwithstanding any provision herein contained to the contrary, each Guarantor’s liability hereunder shall be limited to an amount not to exceed as of any date of determination the greater lesser of: (ia) the net amount of all Guaranteed Obligations, plus interest thereon at the applicable Interest Rate as specified in each Note held by the NoteBuyer; and (iib) the amount which could be claimed by the Collateral Agent Buyer from any such Guarantor under this Guaranty without rendering such claim voidable or avoidable under the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law after taking into account, among other things, Guarantor’s right of contribution and indemnification. (b) . Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guaranty hereunder or affecting the rights and remedies of the Collateral Agent or any Buyer hereunder or under applicable law. (c) hereunder. No payment made by the Company, any Guarantor, any other guarantor or any other Person or received or collected by the Collateral Agent or any other Buyer from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Guaranteed Obligations or any payment received or collected from such Guarantor in respect of the Guaranteed Obligations), remain liable for the Guaranteed Obligations up to the maximum liability of such Guarantor hereunder until after all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been Paid Satisfied in FullFull (other than Inchoate Indemnity Obligations). Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section 5) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Guaranteed Obligation, and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Company, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to (i) the amount of such payment or (ii) the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof. Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 8 shall be subrogated to the rights of such Claiming Guarantor under Section 5 to the extent of such payment.

Limitation on Guaranteed Obligations. (a) Notwithstanding any provision herein contained to the contrary, each Guarantor’s liability hereunder shall be limited to an amount not to exceed as of any date of determination the greater of: (i) the amount of all Guaranteed Obligations, plus interest thereon at the applicable Interest Rate as specified in the NoteNotes; and (ii) the amount which could be claimed by the Collateral Agent from any Guarantor under this Guaranty without rendering such claim voidable or avoidable under the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law after taking into account, among other things, Guarantor’s right of contribution and indemnification. (b) Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guaranty hereunder or affecting the rights and remedies of the Collateral Agent or Agent, the Buyer and/or any Buyer other Noteholder hereunder or under applicable law. (c) No payment made by the CompanyICA-T, any Guarantor, any other guarantor or any other Person or received or collected by the Collateral Agent or Agent, the Buyer and/or any other Buyer Noteholder from the CompanyICA-T, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Guaranteed Obligations or any payment received or collected from such Guarantor in respect of the Guaranteed Obligations), remain liable for the Guaranteed Obligations up to the maximum liability of such Guarantor hereunder until after all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been Paid in Full.

Limitation on Guaranteed Obligations. Each Guarantor that is a Subsidiary Party and each Secured Party (aby its acceptance of the benefits of this Agreement) Notwithstanding any provision herein contained to the contrary, each Guarantor’s liability hereunder shall be limited to an amount hereby confirms that it is its intention that this Agreement not to exceed as constitute a fraudulent transfer or conveyance for purposes of any date of determination the greater of: Debtor Relief Laws (i) the amount of all Guaranteed Obligations, plus interest thereon at the applicable Interest Rate as specified in the Note; and (ii) the amount which could be claimed by the Collateral Agent from any Guarantor under this Guaranty without rendering such claim voidable or avoidable under including the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer ActCode, the Uniform Fraudulent Conveyance Act or any similar statute Federal or common law after taking into accountstate law). To effectuate the foregoing intention, among other things, Guarantor’s right each Guarantor that is a Subsidiary Party and each Secured Party (by its acceptance of contribution and indemnification. (bthe benefits of this Agreement) Each Guarantor hereby irrevocably agrees that the Guaranteed Obligations may at any time owing by such Guarantor under this Agreement shall be limited to such amount as will, after giving effect to such maximum amount and from time to time exceed the amount of the liability all other (contingent or otherwise) liabilities of such Guarantor hereunder without impairing that are relevant under such Debtor Relief Laws (it being understood that it is the guaranty hereunder or affecting the rights and remedies intention of the Collateral Agent or parties to this Agreement and the parties to any Buyer hereunder or guaranty of the Senior Subordinated Notes that, to the maximum extent permitted under applicable law. (c) No payment made by laws, the Company, any Guarantor, any other guarantor or any other Person or received or collected by the Collateral Agent or any other Buyer from the Company, any liabilities in respect of the guarantees of the Senior Subordinated Notes shall not be included for the foregoing purposes and that, if any reduction is required to the amount guaranteed by any Guarantor hereunder and with respect to the Senior Subordinated Notes that its guarantee of amounts owing in respect of the Senior Subordinated Notes shall first be reduced) and after giving effect to any rights to contribution and/or subrogation pursuant to any agreement providing for an equitable contribution and/or subrogation among such Guarantor and the other Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time result in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of such maximum amount not constituting a fraudulent transfer or conveyance. Notwithstanding the Guaranteed Obligations provisions of the two preceding sentences, as between the Secured Parties and the holders of the Senior Subordinated Notes, it is agreed (and the provisions of the Senior Subordinated Note Indenture so provide) that any diminution (whether pursuant to court decree or otherwise) of any Guarantor’s obligation to make any distribution or payment pursuant to this Agreement shall have no force or effect for purposes of the subordination provisions contained in the Senior Subordinated Note Indenture, and that any payments received or collected from such Guarantor in respect of the Guaranteed Obligations), remain liable for the Guaranteed Obligations up a Guarantor’s obligations with respect to the maximum liability Senior Subordinated Notes shall be turned over to the holders of the “Senior Indebtedness” (as defined in the Senior Subordinated Note Indenture) (or obligations which would have constituted Senior Indebtedness if same had not been reduced or disallowed) of such Guarantor hereunder until after all (which Senior Indebtedness shall be calculated as if there were no diminution thereto pursuant to this Section 4.16 or for any other reason other than the indefeasible payment in full in cash of the Guaranteed Obligations and respective obligations which would otherwise have constituted Senior Indebtedness) until all other amounts payable under this Guaranty shall such Senior Indebtedness (or obligations which would have constituted Senior Indebtedness if same had not been Paid reduced or disallowed) has been indefeasibly paid in Fullfull in cash.

Limitation on Guaranteed Obligations. (a) Notwithstanding any provision herein contained to the contrary, each Guarantor’s liability hereunder shall be limited to an amount not to exceed as of any date of determination the greater of: (i) the amount of all Guaranteed Obligations, plus interest thereon at the applicable Interest Rate as specified in the Note; and (ii) the amount which could be claimed by the Collateral Agent from any Guarantor under this Guaranty without rendering such claim voidable or avoidable under the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law after taking into account, among other things, Guarantor’s right of contribution and indemnification. (b) Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guaranty hereunder or affecting the rights and remedies of the Collateral Agent or Agent, the Purchaser and/or any Buyer other Noteholder hereunder or under applicable law. (c) No payment made by the Company, Company to any Guarantor, any other guarantor or any other Person or received or collected by the Collateral Agent or Agent, the Purchaser and/or any other Buyer Noteholder from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Guaranteed Obligations or any payment received or collected from such Guarantor in respect of the Guaranteed Obligations), remain liable for the Guaranteed Obligations up to the maximum liability of such Guarantor hereunder until after all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been Paid in Full.

Limitation on Guaranteed Obligations. (a) Notwithstanding any provision herein contained to the contrary, each Guarantor’s Guarantors’ liability hereunder shall be limited to an amount not to exceed as of any date of determination the greater of: (i) the amount of all Guaranteed Obligations, plus interest thereon at the applicable Interest Rate interest rate as specified in the NoteCredit Notes; and (ii) the amount which could be claimed by the Collateral Agent Lender from any Guarantor under this Guaranty without rendering such claim voidable or avoidable under the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law after taking into account, among other things, Guarantor’s Guarantors’ right of contribution and indemnification. (b) Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guaranty hereunder or affecting the rights and remedies of the Collateral Agent or any Buyer Lender hereunder or under applicable law. (c) No payment made by the CompanyBorrower, any Guarantor, any other guarantor or any other Person or received or collected by the Collateral Agent or any other Buyer Lender from the CompanyBorrower, any of the GuarantorsGuarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Guaranteed Obligations or any payment received or collected from such Guarantor in respect of the Guaranteed Obligations), remain liable for the Guaranteed Obligations up to the maximum liability of such Guarantor hereunder until after all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been Paid in Full.

Limitation on Guaranteed Obligations. (a) Notwithstanding any provision herein contained anything to the contrarycontrary herein, each Guarantor’s liability hereunder shall be limited to an amount not to exceed as of any date of determination the greater of: (i) the amount of all Guaranteed Obligations, plus interest thereon at the applicable Interest Rate as specified in the Note; and (ii) the amount which could be claimed by the Collateral Agent from any Guarantor 's obligations under this Guaranty without rendering such claim voidable or avoidable under the Bankruptcy Code or (exclusive of any other obligations of Guarantor under any applicable state Uniform Fraudulent Transfer Actother guaranty agreement relating to the Loan) for the Guaranteed Debt shall never exceed $12,000,000.00 (the "Guaranteed Portion"). All payments made by Borrower or any other Person or sums otherwise applied against the Indebtedness (including any application of insurance proceeds, Uniform Fraudulent Conveyance Act condemnation proceeds, Reserves or similar statute or common law after taking into account, among proceeds from any foreclosure sale with respect to the Mortgaged Property) shall be allocated first to those portions of the Indebtedness other things, Guarantor’s right of contribution than the Guaranteed Portion and indemnificationonly lastly to the Guaranteed Portion. (b) Each Notwithstanding anything to the contrary herein, from and after Lender's receipt of evidence, acceptable to Lender, of the full satisfaction of the DSCR Guaranty Reduction Conditions (as defined below) Guarantor's obligations under this Guaranty (exclusive of any other obligations of Guarantor agrees that under any other guaranty agreement relating to the Loan) for the Guaranteed Obligations may at any time and from time to time Debt shall never exceed $6,000,000.00 (the amount of the liability of such Guarantor hereunder without impairing the guaranty hereunder or affecting the rights and remedies of the Collateral Agent or any Buyer hereunder or under applicable law. (c) No payment "DSCR Reduced Recourse Portion"). All payments made by the Company, any Guarantor, any other guarantor Borrower or any other Person or received sums otherwise applied against the Indebtedness (including any application of insurance proceeds, condemnation proceeds, Reserves or collected by proceeds from any foreclosure sale with respect to the Collateral Agent or any other Buyer from the Company, any Mortgaged Property) shall be allocated first to those portions of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (Indebtedness other than any payment made by such Guarantor in respect of the Guaranteed Obligations or any payment received or collected from such Guarantor in respect of the Guaranteed Obligations), remain liable for the Guaranteed Obligations up DSCR Reduced Recourse Portion and only lastly to the maximum liability of such Guarantor hereunder until after DSCR Reduced Recourse Portion. As used herein the term "DSCR Guaranty Reduction Conditions" means all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been Paid in Full.following conditions:

Limitation on Guaranteed Obligations. (a) Notwithstanding any provision herein contained to the contrary, each Guarantor’s liability hereunder shall be limited to an amount not to exceed as of any date of determination the greater of: (i) the amount of all Guaranteed Obligations, plus interest thereon at the applicable Interest Rate as specified in the Note; and (ii) the amount which could be claimed by Each Guarantor and the Collateral Agent from any Guarantor under Trustee (and each Eurobond Creditor by its acceptance of the benefits of this Guaranty) hereby confirms that it is its intention that this Guaranty without rendering such claim voidable not constitute a fraudulent transfer or avoidable under conveyance for purposes of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer ActCode, the Uniform Fraudulent Conveyance Act of any similar Federal or similar statute or common law after taking into accountstate law. To effectuate the foregoing intention, among other things, Guarantor’s right each Guarantor and the Collateral Trustee (and each Eurobond Creditor by its acceptance of contribution and indemnification. (bthe benefits of this Guaranty) Each Guarantor hereby irrevocably agrees that the Guaranteed Obligations may at any time guaranteed by such Guarantor shall be limited to such amount as will, after giving effect to such maximum amount and from time to time exceed the amount of the liability all other (contingent or otherwise) liabilities of such Guarantor hereunder without impairing that are relevant under such laws (it being understood that it is the guaranty hereunder or affecting the rights and remedies intention of the Collateral Agent or parties to this Guaranty and the parties to any Buyer hereunder or guaranty of the Senior Notes that, to the maximum extent permitted under applicable law. (c) No payment made by laws, the Company, any Guarantor, any other guarantor or any other Person or received or collected by the Collateral Agent or any other Buyer from the Company, any liabilities in respect of the guarantees of the Senior Notes shall not be included for the foregoing purposes and that, if any reduction is required to the amount guaranteed by any Guarantor hereunder and with respect to the Senior Notes that its guarantee of amounts owing in respect of the Senior Notes shall first be reduced) and after giving effect to any rights to contribution pursuant to any agreement providing for an equitable contribution among such Guarantor and the other Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time result in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of such maximum amount not constituting a fraudulent transfer or conveyance. In addition, each Guarantor organized under the laws of England and Wales and the Collateral Trustee (and each Eurobond Creditor by its acceptance of the benefits of this Guaranty) hereby irrevocably agrees that the Guaranteed Obligations or guaranteed by any payment received or collected from such Guarantor shall not apply to any liability to the extent that it would result in respect this Guaranty constituting unlawful financial assistance within the meaning of Section 151 of the Guaranteed Obligations), remain liable for the Guaranteed Obligations up to the maximum liability of such Guarantor hereunder until after all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been Paid in FullCompanies Act 1985.

Limitation on Guaranteed Obligations. (a) Notwithstanding any provision herein contained to the contrary, each Guarantor’s liability hereunder shall be limited to an amount not to exceed as of any date of determination the greater of: (i) the amount of all Guaranteed Obligations, plus interest thereon at the applicable Interest Rate (as defined in each Note) as specified in the Note; and (ii) the amount which could be claimed by the Collateral Agent from any Guarantor under this Guaranty without rendering such claim voidable or avoidable under the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law after taking into account, among other things, Guarantor’s right of contribution and indemnification. (b) Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guaranty hereunder or affecting the rights and remedies of the Collateral Agent or any Buyer hereunder or under applicable law. (c) No payment made by the Company, any Guarantor, any other guarantor or any other Person or received or collected by the Collateral Agent or any other Buyer from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Guaranteed Obligations or any payment received or collected from such Guarantor in respect of the Guaranteed Obligations), remain liable for the Guaranteed Obligations up to the maximum liability of such Guarantor hereunder until after all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been Paid in Full.

Limitation on Guaranteed Obligations. Each Guarantor that is a Subsidiary Party and each Secured Party (aby its acceptance of the benefits of this Agreement) Notwithstanding any provision herein contained to the contrary, each Guarantor’s liability hereunder shall be limited to an amount hereby confirms that it is its intention that this Agreement not to exceed as constitute a fraudulent transfer or conveyance for purposes of any date of determination the greater of: Debtor Relief Laws (i) the amount of all Guaranteed Obligations, plus interest thereon at the applicable Interest Rate as specified in the Note; and (ii) the amount which could be claimed by the Collateral Agent from any Guarantor under this Guaranty without rendering such claim voidable or avoidable under including the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer ActCode, the Uniform Fraudulent Conveyance Act or any similar statute Federal or common law after taking into accountstate law). To effectuate the foregoing intention, among other things, Guarantor’s right each Guarantor that is a Subsidiary Party and each Secured Party (by its acceptance of contribution and indemnification. (bthe benefits of this Agreement) Each Guarantor hereby irrevocably agrees that the Guaranteed Obligations may at any time owing by such Guarantor under this Agreement shall be limited to such amount as will, after giving effect to such amount and from time to time exceed the amount of the liability all other (contingent or otherwise) liabilities of such Guarantor hereunder without impairing that are relevant under such Debtor Relief Laws (it being understood that it is the guaranty hereunder or affecting the rights and remedies intention of the Collateral Agent or parties to this Agreement and the parties to any Buyer hereunder or under applicable law. (c) No payment made by guarantee of any Junior Financing that is subordinated to the Company, any Guarantor, any other guarantor or any other Person or received or collected by the Collateral Agent or any other Buyer from the Company, any of the Guaranteed Obligations, to the maximum extent permitted under applicable lawsLaws, the liabilities in respect of the guarantees of such Junior Financing shall not be included for the foregoing purposes and that, if any reduction is required to the amount guaranteed by any Guarantor hereunder and with respect to such Junior Financing that its guarantee of amounts owing in respect of such Junior Financing shall first be reduced) and after giving effect to any rights to contribution and/or subrogation pursuant to any agreement providing for an equitable contribution and/or subrogation among such Guarantor and the other Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time result in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Guaranteed Obligations such amount not constituting a fraudulent transfer or any payment received or collected from such Guarantor in respect of the Guaranteed Obligations), remain liable for the Guaranteed Obligations up to conveyance and the maximum liability of each Guarantor hereunder and under the Secured Credit Documents shall in no event exceed such amount. Notwithstanding the provisions of the two preceding sentences, as between the Secured Parties and the holders of such Junior Financing, it is agreed (and the provisions of Junior Financing Documentation shall so provide) that any diminution (whether pursuant to court decree or otherwise) of any Guarantor’s obligation to make any distribution or payment pursuant to this Agreement shall have no force or effect for purposes of the subordination provisions contained in such Junior Financing Documentation, and that any payments received in respect of a Guarantor’s obligations with respect to such Junior Financing shall be turned over to the holders of the “Senior Indebtedness” (as defined in such Junior Financing Documentation) (or obligations which would have constituted Senior Indebtedness if same had not been reduced or disallowed) of such Guarantor hereunder until after all (which Senior Indebtedness shall be calculated as if there were no diminution thereto pursuant to this Section 4.16 or for any other reason other than the indefeasible payment in full in cash of the Guaranteed Obligations and respective obligations which would otherwise have constituted Senior Indebtedness) until all other amounts payable under this Guaranty shall such Senior Indebtedness (or obligations which would have constituted Senior Indebtedness if same had not been Paid reduced or disallowed) has been indefeasibly paid in Fullfull in cash.

Limitation on Guaranteed Obligations. (a) Notwithstanding any provision herein contained to the contrary, each Guarantor’s 's liability hereunder shall be limited to an amount not to exceed as of any date of determination the greater of: (ia) the net amount of all Guaranteed Obligations, plus interest Interest thereon at the applicable Interest Rate as specified in the Note; and. (iib) the amount which could be claimed by the Collateral Agent from any Guarantor under this Guaranty without rendering such claim voidable or avoidable under the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law after taking into account, among other things, Guarantor’s right of contribution and indemnification. (bc) Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guaranty hereunder or affecting the rights and remedies of the any Collateral Agent or any Buyer hereunder or under applicable lawhereunder. (cd) No payment made by the Company, any Guarantor, any other guarantor or any other Person or received or collected by the Collateral Agent or any other Buyer from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Guaranteed Obligations or any payment received or collected from such Guarantor in respect of the Guaranteed Obligations), remain liable for the Guaranteed Obligations up to the maximum liability of such Guarantor hereunder until after all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have indefeasibly been Paid paid in Fullfull in cash.

Limitation on Guaranteed Obligations. (a) Notwithstanding any provision herein contained to the contrary, each Guarantor’s liability hereunder shall be limited to an amount not to exceed as of any date of determination the greater of: (i) the amount of all Guaranteed Obligations, plus interest thereon at the applicable Interest Rate as specified in the ICA-T Note; and (ii) the amount which could be claimed by the Collateral Agent from any Guarantor under this Guaranty without rendering such claim voidable or avoidable under the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law after taking into account, among other things, Guarantor’s right of contribution and indemnification. (b) Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guaranty hereunder or affecting the rights and remedies of the Collateral Agent or Agent, the Buyer and/or any Buyer other Noteholder hereunder or under applicable law. (c) No payment made by the CompanyICA-T, any Guarantor, any other guarantor or any other Person or received or collected by the Collateral Agent or Agent, the Buyer and/or any other Buyer Noteholder from the CompanyICA-T, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Guaranteed Obligations or any payment received or collected from such Guarantor in respect of the Guaranteed Obligations), remain liable for the Guaranteed Obligations up to the maximum liability of such Guarantor hereunder until after all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been Paid in Full.

Limitation on Guaranteed Obligations. (a) Notwithstanding any provision herein contained to the contrary, each the Guarantor’s liability hereunder shall be limited to an amount not to exceed as of any date of determination the greater of: (i) the amount of all Guaranteed Obligations, plus interest thereon at the applicable Interest Rate as specified in the Note; and (ii) the amount which could be claimed by the Collateral Agent from any the Guarantor under this Guaranty without rendering such claim voidable or avoidable under the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law after taking into account, among other things, Guarantor’s right of contribution and indemnification. (b) Each The Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the amount of the liability of such the Guarantor hereunder without impairing the guaranty hereunder or affecting the rights and remedies of the Collateral Agent or any Buyer Noteholder hereunder or under applicable law. (c) No payment made by the Company, any the Guarantor, any other guarantor or any other Person or received or collected by the Collateral Agent or any other Buyer Noteholder from the Company, any of the GuarantorsGuarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such the Guarantor in respect of the Guaranteed Obligations or any payment received or collected from such the Guarantor in respect of the Guaranteed Obligations), remain liable for the Guaranteed Obligations up to the maximum liability of such the Guarantor hereunder until after all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been Paid in Full.

Limitation on Guaranteed Obligations. (a) Notwithstanding any provision herein contained to the contrary, each Guarantor’s liability hereunder shall be limited to an amount not to exceed as of any date of determination the greater of: (i) the amount of all Guaranteed Obligations, plus including any applicable interest thereon at the applicable Interest Rate as specified in the Note; and (ii) the amount which could be claimed by the Collateral Agent Investor from any Guarantor under this Guaranty without rendering such claim voidable or avoidable under the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law after taking into account, among other things, Guarantor’s right of contribution and indemnification. (b) Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guaranty hereunder or affecting the rights and remedies of the Collateral Agent or any Buyer Investor hereunder or under applicable law. (c) No payment made by the Company, any Guarantor, any other guarantor or any other Person or received or collected by the Collateral Agent or any other Buyer Investor from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Guaranteed Obligations or any payment received or collected from such Guarantor in respect of the Guaranteed Obligations), remain liable for the Guaranteed Obligations up to the maximum liability of such Guarantor hereunder until after all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been Paid in FullFull (other than inchoate indemnity obligations). Notices, Etc. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Guaranty must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) Business Day after deposit with an nationally recognized overnight courier service with next day delivery specified, in each case, properly addressed to the party to receive the same. All notices and other communications provided for hereunder shall be sent, if to any Guarantor, to the Company’s address and/or facsimile number, or if to the Investor, to it at its respective address and/or facsimile number, each as set forth in Section 8.4 of the Exchange Agreement.

Limitation on Guaranteed Obligations. (a) Notwithstanding any provision herein contained to the contrary, each Guarantor’s liability hereunder shall be limited to an amount not to exceed as of any date of determination the greater lesser of: (i) the amount of all Guaranteed Obligations, plus interest thereon at the applicable Interest Rate as specified in the Note; and (ii) the amount which could be claimed by the Collateral Agent from any Guarantor under this Guaranty without rendering such claim voidable or avoidable under the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law after taking into account, among other things, Guarantor’s right of contribution and indemnification. (b) Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guaranty hereunder or affecting the rights and remedies of the Collateral Agent or any Buyer hereunder or under applicable law. (c) No payment made by the Company, any Guarantor, any other guarantor or any other Person or received or collected by the Collateral Agent or any other Buyer from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Guaranteed Obligations or any payment received or collected from such Guarantor in respect of the Guaranteed Obligations), remain liable for the Guaranteed Obligations up to the maximum liability of such Guarantor hereunder until after all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been Paid in FullFull (other than inchoate indemnity obligations).

Limitation on Guaranteed Obligations. Each Guarantor and each Secured Creditor (aby its acceptance of the benefits of this Guaranty) Notwithstanding any provision herein contained to the contrary, each Guarantor’s liability hereunder shall be limited to an amount not to exceed as of any date of determination the greater of: (i) the amount of all Guaranteed Obligations, plus interest thereon at the applicable Interest Rate as specified in the Note; and (ii) the amount which could be claimed by the Collateral Agent from any Guarantor under hereby confirms that it is its intention that this Guaranty without rendering such claim voidable not constitute a fraudulent transfer or avoidable under conveyance for purposes of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer ActCode, the Uniform Fraudulent Conveyance Act of any similar Federal or similar statute or common law after taking into accountstate law. To effectuate the foregoing intention, among other things, Guarantor’s right each Guarantor and each Secured Creditor (by its acceptance of contribution and indemnification. (bthe benefits of this Guaranty) Each Guarantor hereby irrevocably agrees that the Guaranteed Obligations may at any time guaranteed by such Guarantor shall be limited to such amount as will, after giving effect to such maximum amount and from time to time exceed the amount of the liability all other (contingent or otherwise) liabilities of such Guarantor hereunder without impairing that are relevant under such laws (it being understood that it is the guaranty hereunder or affecting the rights and remedies intention of the Collateral Agent or parties to this Guaranty and the parties to any Buyer hereunder or guaranty of the Senior Subordinated Notes that, to the maximum extent permitted under applicable law. (c) No payment made by laws, the Company, any Guarantor, any other guarantor or any other Person or received or collected by the Collateral Agent or any other Buyer from the Company, any liabilities in respect of the guarantees of the Senior Subordinated Notes shall not be included for the foregoing purposes and that, if any reduction is required to the amount guaranteed by any Guarantor hereunder and with respect to the Senior Subordinated Notes that its guarantee of amounts owing in respect of the Senior Subordinated Notes shall first be reduced) and after giving effect to any rights to contribution pursuant to any agreement providing for an equitable contribution among such Guarantor and the other Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time result in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of such maximum amount not constituting a fraudulent transfer or conveyance. Notwithstanding the Guaranteed Obligations or any payment received or collected from such Guarantor in respect provisions of the Guaranteed Obligations)two preceding sentences, remain liable for as between the Guaranteed Obligations up to Secured Creditors and the maximum liability of such Guarantor hereunder until after all holders of the Guaranteed Obligations Senior Subordinated Notes, it is agreed (and all other amounts payable under the provisions of the Senior Subordinated Note Indenture so provide) that any diminution (whether pursuant to court decree or otherwise) of any Guarantor's obligation to make any distribution or payment pursuant to this Guaranty shall have no force or effect for purposes of the subordination provisions contained in the Senior Subordinated Note Indenture, as applicable, and that any payments received in respect of a Guarantor's obligations with respect to the Senior Subordinated Notes, as the case may be, shall be turned over to the holders of the Guarantor Senior Debt (as defined in each case in the Senior Subordinated Note Indenture) (or obligations which would have constituted Guarantor Senior Debt if same had not been Paid reduced or disallowed) of such Guarantor (which Guarantor Senior Debt shall be calculated as if there were no diminution thereto pursuant to this Section 19 or for any other reason other than the irrevocable payment in Fullfull in cash of the respective obligations which would otherwise have constituted Guarantor Senior Debt) until all such Guarantor Senior Debt (or obligations which would have constituted Guarantor Senior Debt if same had not been reduced or disallowed) has been irrevocably paid in full in cash.

Limitation on Guaranteed Obligations. (a) Notwithstanding any provision herein contained to the contrary, each the Guarantor’s liability hereunder shall be limited to an amount not to exceed as of any date of determination the greater of: (i) the amount of all Guaranteed Obligations, plus interest thereon at the applicable Interest Rate as specified in the Note; and (ii) the amount which could be claimed by the Collateral Agent Secured Party from any the Guarantor under this Guaranty without rendering such claim voidable or avoidable under the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law after taking into account, among other things, Guarantor’s right of contribution and indemnification. (b) Each The Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guaranty hereunder or affecting the rights and remedies of the Collateral Agent or any Buyer Secured Party hereunder or under applicable law. (c) No payment made by the Company, any Guarantor, any other guarantor or any other Person or received or collected by the Collateral Agent or any other Buyer Secured Party from the Company, any of the GuarantorsGuarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Guaranteed Obligations or any payment received or collected from such Guarantor in respect of the Guaranteed Obligations), remain liable for the Guaranteed Obligations up to the maximum liability of such Guarantor hereunder until after all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been Paid in Full.

Limitation on Guaranteed Obligations. (a) Notwithstanding any provision herein contained to the contrary, each Guarantor’s liability hereunder shall be limited to an amount not to exceed as of any date of determination the greater of: (i) the amount of all Guaranteed Obligations, plus interest thereon at the applicable Interest Rate as specified in the Note; andand 9163497 (ii) the amount which could be claimed by the Collateral Agent from any such Guarantor under this Guaranty without rendering such claim voidable or avoidable under the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law after taking into account, among other things, such Guarantor’s right of contribution and indemnification. (b) Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guaranty hereunder or affecting the rights and remedies of the Collateral Agent or any Buyer hereunder or under applicable law. (c) No payment made by the Company, any Guarantor, any other guarantor or any other Person or received or collected by the Collateral Agent or any other Buyer from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Guaranteed Obligations or any payment received or collected from such Guarantor in respect of the Guaranteed Obligations), remain liable for the Guaranteed Obligations up to the maximum liability of such Guarantor hereunder until after all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been Paid in Full.

Limitation on Guaranteed Obligations. (a) Notwithstanding any provision herein contained to the contrary, each the Guarantor’s liability hereunder shall be limited to an amount not to exceed as of any date of determination the greater of: (i) the amount of all Guaranteed Obligations, plus interest thereon at the applicable Interest Rate interest rate as specified in the Note; and (ii) the amount which could be claimed by the Collateral Agent Buyer from any the Guarantor under this Guaranty without rendering such claim voidable or avoidable under the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law after taking into account, among other things, Guarantor’s right of contribution and indemnification. (b) Each The Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the amount of the liability of such the Guarantor hereunder without impairing the guaranty hereunder or affecting the rights and remedies of the Collateral Agent or any Buyer hereunder or under applicable law. (c) No payment made by the Company, any the Guarantor, any other guarantor or any other Person or received or collected by the Collateral Agent or any other Buyer from the Company, any of the GuarantorsGuarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such the Guarantor in respect of the Guaranteed Obligations or any payment received or collected from such the Guarantor in respect of the Guaranteed Obligations), remain liable for the Guaranteed Obligations up to the maximum liability of such the Guarantor hereunder until after all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been Paid in Full.

Limitation on Guaranteed Obligations. (a) Notwithstanding any provision herein contained to the contrary, each Guarantor’s liability hereunder shall be limited to an amount not to exceed as of any date of determination the greater of: (i) the amount of all Guaranteed Obligations, plus interest thereon at the applicable Interest Rate as specified in the Note; and (ii) the amount which could be claimed by the Collateral Agent from any Guarantor under this Guaranty without rendering such claim voidable or avoidable under the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law after taking into account, among other things, Guarantor’s right of contribution and indemnification. (b) Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guaranty hereunder or affecting the rights and remedies of the Collateral Agent or any Buyer Noteholder hereunder or under applicable law. (c) No payment made by the Company, any Guarantor, any other guarantor or any other Person or received or collected by the Collateral Agent or any other Buyer Noteholder from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Guaranteed Obligations or any payment received or collected from such Guarantor in respect of the Guaranteed Obligations), remain liable for the Guaranteed Obligations up to the maximum liability of such Guarantor hereunder until after all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been Paid in Full.