Common use of Limitation on Guarantors’ Liability Clause in Contracts

Limitation on Guarantors’ Liability. Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, foreign or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor under its Note Guarantee and this Article 10 shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including any and all guarantees under the Credit Facilities) that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 10, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance. Each Guarantor that makes a payment for distribution under its Note Guarantee is entitled to a contribution from each other Guarantor in a pro rata amount based on the adjusted net assets of each Guarantor.

Limitation on Guarantors’ Liability. Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, foreign or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor under its Note Guarantee and this Article 10 11 shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including any and all guarantees under the Credit Facilities) that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 1011, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance. Each Guarantor that makes a payment for distribution under its Note Guarantee is entitled to a contribution from each other Guarantor in a pro rata amount based on the adjusted net assets of each Guarantor.

Limitation on Guarantors’ Liability. Each Guarantor, Guarantor and by its acceptance hereof each Holder of Notes, each Holder, a Note entitled to the benefits of the Guarantees hereby confirms confirm that it is the intention of all such parties that the Note Guarantee of guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent conveyance, fraudulent preference or fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, foreign or state law to the extent otherwise reviewable transaction under applicable to any Note Guaranteelaw. To effectuate the foregoing intention, the Trustee, each of the Holders of a Note entitled to the benefits of the Guarantees and the Guarantors hereby irrevocably agree that the obligations of such each Guarantor under its Note Guarantee and this Article 10 shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including including, without limitation, any and all guarantees under the LC Credit FacilitiesAgreement or the Unsecured Notes Indenture) that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 10its Guarantee, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent preference or fraudulent transfer or conveyance. Each Guarantor that makes a payment for distribution otherwise reviewable transaction under its Note Guarantee is entitled to a contribution from each other Guarantor in a pro rata amount based on the adjusted net assets of each Guarantorapplicable law.

Limitation on Guarantors’ Liability. Each Guarantor, and by its acceptance of NotesDebt Securities, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, foreign Federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor under its Note Guarantee and this Article 10 shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor (including any and all guarantees under the Credit Facilities) that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 10XIV, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance. Each Guarantor that makes a payment for distribution under its Note Guarantee is entitled to a contribution from each other Guarantor in a pro rata amount based on the adjusted net assets of each Guarantor.

Limitation on Guarantors’ Liability. Each Guarantor, Guarantor and by its acceptance hereof each Holder of Notes, each Holder, a Note entitled to the benefits of the Guarantees hereby confirms confirm that it is the intention of all such parties that the Note Guarantee of guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent conveyance, fraudulent preference or fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, foreign or state law to the extent otherwise reviewable transaction under applicable to any Note Guaranteelaw. To effectuate the foregoing intention, the Trustee, each of the Holders of a Note entitled to the benefits of the Guarantees and the Guarantors hereby irrevocably agree that the obligations of such each Guarantor under its Note Guarantee and this Article 10 shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including including, without 100 limitation, any and all guarantees under the Credit FacilitiesAgreement) that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 10its Guarantee, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent preference or fraudulent transfer or conveyance. Each Guarantor that makes a payment for distribution otherwise reviewable transaction under its Note Guarantee is entitled to a contribution from each other Guarantor in a pro rata amount based on the adjusted net assets of each Guarantorapplicable law.

Limitation on Guarantors’ Liability. Each Guarantor, and by its acceptance of the Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor of the Notes not constitute a fraudulent transfer transfer, fraudulent conveyance or conveyance fraudulent obligation for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, foreign federal or state law to the extent applicable to any Note GuaranteeGuarantee of the Notes. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor under its Note Guarantee and this Article 10 shall be limited to the maximum amount as willthat shall, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor (including any and all guarantees under the Credit Facilities) that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution contributions from or payments made by or on behalf of any other Guarantor guarantor of the Notes in respect of the obligations of such other Guarantor guarantors of the Notes that are relevant under this Article 10such laws, result in the obligations of such Guarantor guarantor of the Notes under its Note Guarantee of the Notes not constituting a fraudulent transfer transfer, fraudulent conveyance or conveyance. Each Guarantor that makes a payment for distribution under its Note Guarantee is entitled to a contribution from each other Guarantor in a pro rata amount based on the adjusted net assets of each Guarantorfraudulent obligation.

Limitation on Guarantors’ Liability. Each GuarantorGuarantor and, and by its acceptance of the Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor Guarantees not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, foreign federal or state law laws to the extent applicable to any the Note GuaranteeGuarantees (collectively, the "Fraudulent Transfer Laws"). To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor the Guarantors under its the Note Guarantee Guarantees and this Article 10 shall be limited to the maximum amount amounts as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor (including any and all guarantees including, without limitation, liabilities under the New Credit Facilities) Facility or guarantees of the New Credit Facility, of the Guarantors that are relevant under such lawslaws (specifically excluding however, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf liabilities of any other Guarantor the undersigned (x) in respect of intercompany indebtedness to the obligations Company or other affiliates of the Company to the extent that such other Guarantor indebtedness would be discharged in an amount equal to the amount paid by the undersigned hereunder and (y) under this Article 10, result in the obligations any guarantee of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance. Each Guarantor that makes a payment for distribution under its Note Guarantee is entitled to a contribution from each other Guarantor in a pro rata amount based on the adjusted net assets of each Guarantor.subordinated indebtedness which

Limitation on Guarantors’ Liability. Each Guarantor, Guarantor and by its acceptance hereof each Holder of Notes, each Holder, a Note entitled to the benefits of the Guarantees hereby confirms confirm that it is the intention of all such parties that the Note Guarantee of guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent conveyance, fraudulent preference or fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, foreign or state law to the extent otherwise reviewable transaction under applicable to any Note Guaranteelaw. To effectuate the foregoing intention, the Trustee, each of the Holders of a Note entitled to the benefits of the Guarantees and the Guarantors hereby irrevocably agree that the obligations of such each Guarantor under its Note Guarantee and this Article 10 shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including including, without limitation, any and all guarantees under the Credit FacilitiesAgreement) that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 10its Guarantee, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent preference or fraudulent transfer or conveyanceotherwise reviewable transaction under applicable law. Each Guarantor that makes a payment for distribution under its Note Guarantee is entitled to a contribution from each other Guarantor in a pro rata amount based on the adjusted net assets of each Guarantor.100

Limitation on Guarantors’ Liability. Each Guarantor, Guarantor and by its acceptance hereof each Holder of Notes, each Holder, a Note entitled to the benefits of the Guarantees hereby confirms confirm that it is the intention of all such parties that the Note Guarantee of guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent conveyance, fraudulent preference or fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, foreign or state law to the extent otherwise reviewable transaction under applicable to any Note Guaranteelaw. To effectuate the foregoing intention, the Trustee, each of the Holders of a Note entitled to the benefits of the Guarantees and the Guarantors hereby irrevocably agree that the obligations of such each Guarantor under its Note Guarantee and this Article 10 shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including including, without limitation, any and all guarantees under the Credit FacilitiesAgreements) that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 10its Guarantee, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent preference or fraudulent transfer or conveyance. Each Guarantor that makes a payment for distribution otherwise reviewable transaction under its Note Guarantee is entitled to a contribution from each other Guarantor in a pro rata amount based on the adjusted net assets of each Guarantorapplicable law.

Limitation on Guarantors’ Liability. Each Guarantor, Guarantor and by its acceptance hereof each Holder of Notes, each Holder, a Note entitled to the benefits of the Guarantees hereby confirms confirm that it is the intention of all such parties that the Note Guarantee of guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent conveyance, fraudulent preference or fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, foreign or state law to the extent otherwise reviewable transaction under applicable to any Note Guaranteelaw. To effectuate the foregoing intention, the Trustee, each of the Holders of a Note entitled to the benefits of the Guarantees and the Guarantors hereby irrevocably agree that the obligations of such each Guarantor under its Note Guarantee and this Article 10 shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including including, without limitation, any and all guarantees under the LC Credit FacilitiesAgreement, the Existing Unsecured Notes Indenture and the Existing Secured Notes Indenture) that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 10its Guarantee, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent preference or fraudulent transfer or conveyance. Each Guarantor that makes a payment for distribution otherwise reviewable transaction under its Note Guarantee is entitled to a contribution from each other Guarantor in a pro rata amount based on the adjusted net assets of each Guarantorapplicable law.