Common use of Limitation on Obligations Guaranteed Clause in Contracts

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each Guarantor under this Article X shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under this Article X void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the guaranty set forth herein and the obligations of each Guarantor hereunder. To effectuate the foregoing, the Administrative Agent and the Guarantors hereby irrevocably agree that the Secured Obligations of each Guarantor in respect of the guarantee set forth in this Article X at any time shall be limited to the maximum amount as will result in the Secured Obligations of such Guarantor with respect thereto hereof not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such guarantee set forth in this Article X and its related contribution rights but before taking into account any liabilities under any other guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the guarantee under this Article X will be deemed to be enforceable and payable after the guaranty under this Article X. To the fullest extent permitted by applicable law, this Section 10.02(a) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interest in such Guarantor.

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each Guarantor under this Article X XVII hereof shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under this Article X Section 17.1 hereof void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the guaranty Guaranty set forth herein and the obligations of each Guarantor hereunder. To effectuate the foregoing, the Administrative Agent and the Guarantors hereby irrevocably agree that the Secured Obligations of each Guarantor in respect of the guarantee Guaranty set forth in this Article X Section 17.1 hereof at any time shall be limited to the maximum amount as will result in the Secured Obligations of such Guarantor with respect thereto hereof not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such guarantee Guaranty set forth in this Article X Section 17.1 hereof and its related contribution rights but before taking into account any liabilities under any other guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the guarantee Guaranty under this Article X Section 17.1 hereof will be deemed to be enforceable and payable after the guaranty Guaranty under this Article X. Section 17.1 hereof. To the fullest extent permitted by applicable lawApplicable Law, this Section 10.02(a17.9(a) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interest Interests in such Guarantor.

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each Guarantor under this Article X Section 2 shall not exceed $1.00 less than the lowest amount which that would render such Guarantor’s 's obligations under this Article X Section 2 void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the guaranty set forth herein and the obligations of each Guarantor hereunder. To effectuate the foregoing, the Administrative Agent and the Guarantors hereby irrevocably agree that the Secured Guaranteed Obligations of each Guarantor in respect of the guarantee set forth in this Article X Section 2 at any time shall be limited to the maximum amount as will would result in the Secured Guaranteed Obligations of such Guarantor with respect thereto hereof not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such guarantee set forth in this Article X Section 2 and its related contribution rights rights, but before taking into account any liabilities under any other guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the guarantee under this Article X Section 2 will be deemed to be enforceable and payable after the guaranty under this Article X. Section 2. To the fullest extent permitted by applicable law, this Section 10.02(a) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interest equity interest in such Guarantor.

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each Guarantor under this Article X II hereof shall not exceed $1.00 less than be limited to the lowest maximum amount which would render that can be guaranteed by such Guarantor without rendering such Guarantor’s obligations under this Article X II hereof void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance ActAct (“UFCA”), Uniform Fraudulent Transfer Act (“UFTA”) or any similar foreign, federal or state law to the extent applicable to the guaranty set forth herein and the obligations of law, in each Guarantor hereunder. To effectuate the foregoing, the Administrative Agent and the Guarantors hereby irrevocably agree that the Secured Obligations of each Guarantor in respect of the guarantee set forth in this Article X at any time shall be limited to the maximum amount as will result in the Secured Obligations of such Guarantor with respect thereto hereof not constituting a fraudulent transfer or conveyance case after giving full effect to the liability under such guarantee set forth in this Article X II hereof and its related contribution rights but before taking into account any liabilities under any other guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the guarantee under this Article X II hereof will be deemed to be enforceable and payable after the guaranty under Article II hereof. If any payment shall be required to be made to the Administrative Agent or any Lender under this Article X. Guaranty, each Guarantor hereby unconditionally and irrevocably agrees it will contribute, to the maximum extent permitted by law, such amounts to each other Guarantor and the Company so as to maximize the aggregate amount paid to the Administrative Agent for the benefit of the Lenders under or in connection with the Loan Documents. To the fullest extent permitted by applicable law, this Section 10.02(a) 2.07 shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interest in such Guarantor.

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each Guarantor under this Article X Section 10 hereof shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under this Article X Section 10 hereof void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the guaranty guarantee set forth herein and the obligations of each Guarantor hereunder. To effectuate the foregoing, the Administrative Agent and the Guarantors hereby irrevocably agree that the Secured Obligations of each Guarantor in respect of the guarantee set forth in this Article X Section 10 hereof at any time shall be limited to the maximum amount as will result in the Secured Obligations of such Guarantor with respect thereto hereof not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such guarantee set forth in this Article X Section 10 hereof and its related contribution rights but before taking into account any liabilities under any other guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the guarantee under this Article X Section 10 hereof will be deemed to be enforceable and payable after the guaranty guarantee under this Article X. Section 10 hereof. To the fullest extent permitted by applicable law, this Section 10.02(a10.2(a) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interest in such Guarantor.

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each Guarantor under this Article X II hereof shall not exceed $1.00 less than be limited to the lowest maximum amount which would render that can be guaranteed by such Guarantor without rendering such Guarantor’s obligations under this Article X II hereof void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance ActAct (“UFCA”), Uniform Fraudulent Transfer Act (“UFTA”) or any similar foreign, federal or state law to the extent applicable to the guaranty set forth herein and the obligations of law, in each Guarantor hereunder. To effectuate the foregoing, the Administrative Agent and the Guarantors hereby irrevocably agree that the Secured Obligations of each Guarantor in respect of the guarantee set forth in this Article X at any time shall be limited to the maximum amount as will result in the Secured Obligations of such Guarantor with respect thereto hereof not constituting a fraudulent transfer or conveyance case after giving full effect to the liability under such guarantee set forth in this Article X II hereof and its related contribution rights but before taking into account any liabilities under any other guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the guarantee under this Article X II hereof will be deemed to be enforceable and payable after the guaranty under Article II hereof. If any payment shall be required to be made to the Agent under this Article X. Guarantee, each Guarantor hereby unconditionally and irrevocably agrees it will contribute, to the maximum extent permitted by law, such amounts to each other Guarantor and the Borrower so as to maximize the aggregate amount paid to the Agent under or in connection with this Guarantee and the Agreement. To the fullest extent permitted by applicable law, this Section 10.02(a) 2.07 shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interest in such Guarantor.

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each Guarantor under this Article X Section 2 hereof shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under this Article X Section 2 hereof void or voidable under applicable law, including, without limitation, including the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the guaranty set forth herein and the obligations of each Guarantor hereunder. To effectuate the foregoing, the Administrative Agent and the Guarantors hereby irrevocably agree that the Secured Obligations of each Guarantor in respect of the guarantee set forth in this Article X Section 2 hereof at any time shall be limited to the maximum amount as will result in the Secured Obligations of such Guarantor with respect thereto hereof not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such guarantee set forth in this Article X Section 2 hereof and its related contribution rights but before taking into account any liabilities under any other guarantee by such GuarantorGuarantor other than any guarantee of ABL Obligations. For purposes of the foregoing, all guarantees of such Guarantor other than the guarantee under this Article X Section 2 hereof and any guarantee of ABL Obligations will be deemed to be enforceable and payable after the guaranty under this Article X. Section 2 hereof. To the fullest extent permitted by applicable law, this Section 10.02(a2.2(a) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interest in such Guarantor.

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each Guarantor under this Article X XVII hereof shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under this Article X Section 17.1 hereof void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the guaranty Guaranty set forth herein and the obligations of each Guarantor hereunder. To effectuate the foregoing, the Administrative Agent and the Guarantors hereby irrevocably agree that the Secured Obligations of each Guarantor in respect of the guarantee Guaranty set forth in this Article X Section 17.1 hereof at any time shall be limited to the maximum amount as will result in the Secured Obligations of such Guarantor with respect thereto hereof not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such guarantee Guaranty set forth in this Article X Section 17.1 hereof and its related contribution rights but before taking into account any liabilities under any other guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the guarantee Guaranty under this Article X Section 17.1 hereof will be deemed to be enforceable and payable after the guaranty Guaranty under this Article X. Section 17.1 hereof. To the fullest extent permitted by applicable law, this Section 10.02(a17.9(a) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interest Interests in such Guarantor.

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each Guarantor under this Article X Section 2 hereof shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under this Article X Section 2 hereof void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the guaranty set forth herein and the obligations of each Guarantor hereunderGuaranteed Obligations. To effectuate the foregoing, the First Lien Administrative Agent and the Guarantors hereby irrevocably agree that the Secured Guaranteed Obligations of each Guarantor in respect of the guarantee set forth in this Article X Section 2 hereof at any time shall be limited to the maximum amount as will result in the Secured Guaranteed Obligations of such Guarantor with respect thereto hereof not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such guarantee set forth in this Article X Section 2 hereof and its related contribution rights but before taking into account any liabilities under any other guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the guarantee under this Article X Section 2 hereof will be deemed to be enforceable and payable after the guaranty under this Article X. Section 2 hereof. To the fullest extent permitted by applicable law, this Section 10.02(a2.2(a) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interest in such Guarantor.

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each Guarantor under this Article X Section 2 hereof shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under this Article X Section 2 hereof void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the guaranty set forth herein and the obligations of each Guarantor hereunderGuaranteed Obligations. To effectuate the foregoing, the Administrative Agent Investors and the Guarantors hereby irrevocably agree that the Secured Guaranteed Obligations of each Guarantor in respect of the guarantee set forth in this Article X Section 2 hereof at any time shall be limited to the maximum amount as will result in the Secured Guaranteed Obligations of such Guarantor with respect thereto hereof not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such guarantee set forth in this Article X Section 2 hereof and its related contribution rights but before taking into account any liabilities under any other guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the guarantee under this Article X Section 2 hereof will be deemed to be enforceable and payable after the guaranty under this Article X. Section 2 hereof. To the fullest extent permitted by applicable law, this Section 10.02(a2.2(a) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interest equity interest in such Guarantor.

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each Guarantor under this Article X Section 2 hereof shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under this Article X Section 2 hereof void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the guaranty guarantee set forth herein and the obligations of each Guarantor hereunder. To effectuate the foregoing, the Administrative Agent and the Guarantors hereby irrevocably agree that the Secured Guaranteed Obligations of each Guarantor in respect of the guarantee set forth in this Article X Section 2 hereof at any time shall be limited to the maximum amount as will result in the Secured Guaranteed Obligations of such Guarantor with respect thereto hereof not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such guarantee set forth in this Article X Section 2 hereof and its related contribution rights but before taking into account any liabilities under any other guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the guarantee under this Article X Section 2 hereof will be deemed to be enforceable and payable after the guaranty guarantee under this Article X. Section 2 hereof. To the fullest extent permitted by applicable law, this Section 10.02(a2.2(a) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interest in such Guarantor.

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each Guarantor under this Article X Section 2 hereof shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under this Article X Section 2 hereof void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or Page any similar foreign, federal or state law to the extent applicable to the guaranty guarantee set forth herein and the obligations of each Guarantor hereunder. To effectuate the foregoingforegoing intention, the Administrative Agent and the Guarantors hereby irrevocably agree that the Secured Obligations of each Guarantor in respect of under the guarantee set forth in this Article X Section 2 hereof at any time shall be limited to the maximum amount as will result in the Secured Obligations of such Guarantor with respect thereto under the guarantee set forth in Section 2 hereof not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such the guarantee set forth in this Article X Section 2 hereof and its related contribution rights but before taking into account any liabilities under any other guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the guarantee under this Article X Section 2 hereof will be deemed to be enforceable and payable after the guaranty guarantee under this Article X. Section 2 hereof. To the fullest extent permitted by applicable law, this Section 10.02(a2.2(a) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interest in such Guarantor.

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each Guarantor under this Article X Section 2 hereof shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s 's obligations under this Article X Section 2 hereof void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the guaranty set forth herein and the obligations of each Guarantor hereunder. To effectuate the foregoing, the Administrative Agent, the Collateral Agent and the Guarantors hereby irrevocably agree that the Secured Pari Passu Obligations of each Guarantor in respect of the guarantee set forth in this Article X Section 2 hereof at any time shall be limited to the maximum amount as will result in the Secured Pari Passu Obligations of such Guarantor with respect thereto hereof not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such guarantee set forth in this Article X Section 2 hereof and its related contribution rights but before taking into account any liabilities under any other guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the guarantee under this Article X Section 2 hereof will be deemed to be enforceable and payable after the guaranty under this Article X. Section 2 hereof. To the fullest extent permitted by applicable law, this Section 10.02(a2.04(a) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interest in such Guarantor.

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each Guarantor under this Article X shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under this Article X void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the guaranty set forth herein and the obligations of each Guarantor hereunder. To effectuate the foregoing, the Administrative Agent and the Guarantors hereby irrevocably agree that the Secured Guaranteed Obligations of each Guarantor in respect of the guarantee set forth in this Article X at any time shall be limited to the maximum amount as will result in the Secured Guaranteed Obligations of such Guarantor with respect thereto hereof not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such guarantee set forth in this Article X and its related contribution rights but before taking into account any liabilities under any other guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the guarantee under this Article X will be deemed to be enforceable and payable after the guaranty under this Article X. To the fullest extent permitted by applicable law, this Section 10.02(a) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interest in such Guarantor.

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereofhereof (other than any guarantee or liability limitations specified to be applicable under this Article IX), the right of recovery against each Guarantor under this Article X IX (Guarantee) hereof shall not exceed $1.00 less than be limited to the lowest maximum amount which would render that can be guaranteed by such Guarantor without rendering such Guarantor’s obligations under this Article X IX (Guarantee) hereof void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the guaranty set forth herein and the obligations of law, in each Guarantor hereunder. To effectuate the foregoing, the Administrative Agent and the Guarantors hereby irrevocably agree that the Secured Obligations of each Guarantor in respect of the guarantee set forth in this Article X at any time shall be limited to the maximum amount as will result in the Secured Obligations of such Guarantor with respect thereto hereof not constituting a fraudulent transfer or conveyance case after giving full effect to the liability under such guarantee set forth in this Article X IX (Guarantee) hereof and its related contribution rights but before taking into account any liabilities under any other guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the guarantee under this Article X IX (Guarantee) hereof will be deemed to be enforceable and payable after the guaranty under this Article X. IX (Guarantee) hereof. To the fullest extent permitted by applicable law, this Section 10.02(a9.07(a) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interest Capital Stock in such Guarantor.

Limitation on Obligations Guaranteed. (a) i. Notwithstanding any other provision hereof, the right of recovery against each Guarantor under this Article X XVII hereof shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under this Article X Section 17.1 hereof void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the guaranty Guaranty set forth herein and the obligations of each Guarantor hereunder. To effectuate the foregoing, the Administrative Agent and the Guarantors hereby irrevocably agree that the Secured Obligations of each Guarantor in respect of the guarantee Guaranty set forth in this Article X Section 17.1 hereof at any time shall be limited to the maximum amount as will result in the Secured Obligations of such Guarantor with respect thereto hereof not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such guarantee Guaranty set forth in this Article X Section 17.1 hereof and its related contribution rights but before taking into account any liabilities under any other guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the guarantee Guaranty under this Article X Section 17.1 hereof will be deemed to be enforceable and payable after the guaranty Guaranty under this Article X. Section 17.1 hereof. To the fullest extent permitted by applicable law, this Section 10.02(a17.10(a) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interest Interests in such Guarantor.

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereofhereof (other than any guarantee or liability limitations specified to be applicable under this Article IX), the right of recovery against each Guarantor under this Article X IX (Guarantee) hereof shall not exceed $1.00 less than be limited to the lowest maximum amount which would render that can be guaranteed by such Guarantor without rendering such Guarantor’s obligations under this Article X IX (Guarantee) hereof void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the guaranty set forth herein and the obligations of law, in each Guarantor hereunder. To effectuate the foregoing, the Administrative Agent and the Guarantors hereby irrevocably agree that the Secured Obligations of each Guarantor in respect of the guarantee set forth in this Article X at any time shall be limited to the maximum amount as will result in the Secured Obligations of such Guarantor with respect thereto hereof not constituting a fraudulent transfer or conveyance case after giving full effect to the liability under such guarantee set forth in this Article X IX (Guarantee) hereof and its related contribution rights but before taking into account any liabilities under any other guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the guarantee under this Article X IX (Guarantee) hereof will be deemed to be enforceable and payable after the guaranty under this Article X. IX (Guarantee) hereof. To the fullest extent permitted by applicable law, this Section 10.02(a9.07(a) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interest Capital Stock in such Guarantor. Each Guarantor agrees that Guaranteed Obligations may at any time and from time to time be incurred or permitted in an amount exceeding the maximum liability of such Guarantor under Section 9.07(a) without impairing the guarantee contained in this Article IX (Guarantee) or affecting the rights and remedies of any Secured Party hereunder.

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each Guarantor under this Article X Section 2 hereof shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under this Article X Section 2 hereof void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the guaranty set forth herein and the obligations of each Guarantor hereunderGuaranteed Obligations. To effectuate the foregoing, the Second Lien Administrative Agent and the Guarantors hereby irrevocably agree that the Secured Guaranteed Obligations of each Guarantor in respect of the guarantee set forth in this Article X Section 2 hereof at any time shall be limited to the maximum amount as will result in the Secured Guaranteed Obligations of such Guarantor with respect thereto hereof not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such guarantee set forth in this Article X Section 2 hereof and its related contribution rights but before taking into account any liabilities under any other guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the guarantee under this Article X Section 2 hereof will be deemed to be enforceable and payable after the guaranty under this Article X. Section 2 hereof. To the fullest extent permitted by applicable law, this Section 10.02(a2.2(a) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interest in such Guarantor.

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each the Guarantor under this Article X shall not exceed $1.00 less than the lowest amount which would render such the Guarantor’s obligations under this Article X void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the guaranty set forth herein and the obligations of each the Guarantor hereunder. To effectuate the foregoing, the Administrative Agent and the Guarantors Guarantor hereby irrevocably agree that the Secured Obligations of each the Guarantor in respect of the guarantee set forth in this Article X at any time shall be limited to the maximum amount as will result in the Secured Obligations of such the Guarantor with respect thereto hereof not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such guarantee set forth in this Article X and its related contribution rights but before taking into account any liabilities under any other guarantee by such the Guarantor. For purposes of the foregoing, all guarantees of such the Guarantor other than the guarantee under this Article X will be deemed to be enforceable and payable after the guaranty under this Article X. To the fullest extent permitted by applicable law, this Section 10.02(a) shall be for the benefit solely of creditors and representatives of creditors of each the Guarantor and not for the benefit of such the Guarantor or the holders of any Equity Interest in such the Guarantor.

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each Guarantor under this Article X Section 2 hereof shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under this Article X Section 2 hereof void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act, Uniform Voidable Transactions Act or any similar foreign, federal or state law to the extent applicable to the guaranty guarantee set forth herein and the obligations of each Guarantor hereunder. To effectuate the foregoing, the Administrative Collateral Agent and the Guarantors hereby irrevocably agree that the Secured Obligations of each Guarantor in respect of the guarantee set forth in this Article X Section 2 hereof at any time shall be limited to the maximum amount as will result in the Secured Obligations of such Guarantor with respect thereto hereof not constituting a fraudulent transfer transfer, conveyance or conveyance a voidable obligation after giving full effect to the liability under such guarantee set forth in this Article X Section 2 hereof and its related contribution rights but before taking into account any liabilities under any other guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the guarantee under this Article X Section 2 hereof will be deemed to be enforceable and payable after the guaranty guarantee under this Article X. Section 2 hereof. To the 14 MACROBUTTON DocID \\LA - 765212/000003 - 2071538 v11 fullest extent permitted by applicable law, this Section 10.02(a2.2(a) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interest in such Guarantor.

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each Guarantor under this Article X Section 2 hereof shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under this Article X Section 2 hereof void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the guaranty set forth herein and the obligations of each Guarantor hereunder. To effectuate the foregoingforegoing intention, the Administrative Agent and the Guarantors hereby irrevocably agree that the Secured Obligations of each Guarantor in respect of under the guarantee set forth in this Article X Section 2 hereof at any time shall be limited to the maximum amount as will result in the Secured Obligations of such Guarantor with respect thereto under the guarantee set forth in Section 2 hereof not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such the guarantee set forth in this Article X Section 2 hereof and its related contribution rights but before taking into account any liabilities under any other guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the guarantee under this Article X Section 2 hereof will be deemed to be enforceable and payable after the guaranty under this Article X. Section 2 hereof. To the fullest extent permitted by applicable law, this Section 10.02(a2.2(a) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interest in such Guarantor.

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each Guarantor under this Article X XVII hereof shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under this Article X Section 17.1 hereof void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the guaranty Guaranty set forth herein and the obligations of each Guarantor hereunder. To effectuate the foregoing, the Administrative Agent and the Guarantors hereby irrevocably agree that the Secured Obligations of each Guarantor in respect of the guarantee Guaranty set forth in this Article X Section 17.1 hereof at any time shall be limited to the maximum amount as will result in the Secured Obligations of such Guarantor with respect thereto hereof not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such guarantee Guaranty set forth in this Article X Section 17.1 hereof and its related contribution rights but before taking into account any liabilities under any other guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the guarantee Guaranty under this Article X Section 17.1 hereof will be deemed to be enforceable and payable after the guaranty Guaranty under this Article X. Section 17.1 hereof. To the fullest extent permitted by applicable law, this Section 10.02(a17.10(a) shall 154 DB1/ 123142411.13 be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interest Interests in such Guarantor.

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each Guarantor under this Article X Section 2 shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under this Article X Section 2 void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the guaranty guarantee set forth herein and the obligations of each Guarantor hereunder. To effectuate the foregoing, the Administrative Agent and the Guarantors hereby irrevocably agree that the Secured Guaranteed Obligations of each Guarantor in respect of the guarantee set forth in this Article X Section 2 at any time shall be limited to the maximum amount as will result in the Secured Guaranteed Obligations of such Guarantor with respect thereto hereof not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such guarantee set forth in this Article X Section 2 and its related contribution rights but before taking into account any liabilities under any other guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the guarantee under this Article X Section 2 will be deemed to be enforceable and payable after the guaranty guarantee under this Article X. Section 2. To the fullest extent permitted by applicable law, this Section 10.02(a2.2(a) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interest in such Guarantor.

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each Guarantor under this Article X XVII hereof shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under this Article X Section 17.1 hereof void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the guaranty Guaranty set forth herein and the obligations of each Guarantor hereunder. To effectuate the foregoing, the Administrative Agent and the Guarantors hereby irrevocably agree that the Secured Obligations of each Guarantor in respect of the guarantee Guaranty set forth in this Article X Section 17.1 hereof at any time shall be limited to the maximum amount as will result in the Secured Obligations of such Guarantor with respect thereto hereof not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such guarantee Guaranty set forth in this Article X Section 17.1 hereof and its related contribution rights but before taking into account any liabilities under any other guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the guarantee Guaranty under this Article X Section 17.1 hereof will be deemed to be enforceable and payable after the guaranty Guaranty under this Article X. Section 17.1 hereof. To the fullest extent permitted by applicable law, this Section 10.02(a17.10(a) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interest Interests in such Guarantor.

Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each Guarantor under this Article X Section 2 hereof shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under this Article X Section 2 hereof void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the guaranty set forth herein and the obligations of each Guarantor hereunder. To effectuate the foregoing, the Administrative Agent and the Guarantors hereby irrevocably agree that the Secured Guaranteed Obligations of each Guarantor in respect of the guarantee set forth in this Article X Section 2 hereof at any time shall be limited to the maximum amount as will result in the Secured Guaranteed Obligations of such Guarantor with respect thereto hereof not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such guarantee set forth in this Article X Section 2 hereof and its related contribution rights but before taking into account any liabilities under any other guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the guarantee under this Article X Section 2 hereof will be deemed to be enforceable and payable after the guaranty under this Article X. Section 2 hereof. To the fullest extent permitted by applicable law, this Section 10.02(a2.2(a) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interest in such Guarantor.