Common use of Subsidiary Guaranty; Limitation of Liability Clause in Contracts

Subsidiary Guaranty; Limitation of Liability. (i) Each Subsidiary Guarantor jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees, as a primary obligor and not merely as surety, to the Collateral Agent for the ratable benefit of the Secured Parties the punctual payment when due (but subject to the expiration of any grace period granted by the Secured Parties in their sole discretion or the giving of any required notice provided for in any secured Transaction Document), whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of the Obligations of the Company and each other Grantor now or hereafter existing under or in respect of the Secured Transaction Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses (including, without limitation, reasonable fees and out-of-pocket expenses of counsel) incurred by the Collateral Agent or any other Investor in enforcing any rights under this Subsidiary Guaranty (the “Subsidiary Guaranty”) or any other Secured Transaction Document. Without limiting the generality of the foregoing, each Subsidiary Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Grantor to the Collateral Agent or any Investor under or in respect of the Secured Transaction Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Grantor. (ii) Each Subsidiary Guarantor, and by its acceptance of this Subsidiary Guaranty, the Collateral Agent and each other Investor, hereby confirms that it is the intention of all such Persons that this Subsidiary Guaranty and the Obligations of each Subsidiary Guarantor hereunder 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 foreign, federal or state law to the extent applicable to this Subsidiary Guaranty and the Obligations of each Subsidiary Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the other Investors and the Subsidiary Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Subsidiary Guarantor under this Subsidiary Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Subsidiary Guarantor under this Subsidiary Guaranty not constituting a fraudulent transfer or conveyance. (iii) Each Subsidiary Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to the Collateral Agent or any Investor under this Subsidiary Guaranty or any other guaranty, such Subsidiary Guarantor will contribute, to the maximum extent permitted by law, such amounts to each other Subsidiary Guarantor and each other guarantor so as to maximize the aggregate amount paid to the Collateral Agent and Investors under or in respect of the Secured Transaction Documents.

Subsidiary Guaranty; Limitation of Liability. (ia) Each Subsidiary Guarantor jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees, as a primary obligor and not merely as surety, to the Collateral Agent for the ratable benefit of the Secured Parties guarantees the punctual payment when due (but subject to the expiration of any grace period granted by the Secured Parties in their sole discretion or the giving of any required notice provided for in any secured Transaction Document)due, whether at scheduled maturity or on any date of a required prepayment or stated maturity, by acceleration, demand acceleration or otherwise, of the all Obligations of the Company and each other Grantor Loan Party now or hereafter existing under or in respect of the Secured Transaction Documents (includingLoan Documents, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations being the “"Guaranteed Obligations”"), and agrees to pay any and all reasonable expenses (including, without limitation, including reasonable counsel fees and out-of-pocket expenses of counselexpenses) incurred by the Collateral Administrative Agent or any other Investor Secured Party in enforcing any rights under this Subsidiary Guaranty (the “Subsidiary Guaranty”) or any other Secured Transaction Loan Document. Without limiting the generality of the foregoing, each Subsidiary Guarantor’s 's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Grantor Loan Party to the Collateral Administrative Agent or any Investor other Secured Party under or in respect of the Secured Transaction Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other GrantorLoan Party. (iii) Each Subsidiary Guarantor, Guarantor and by its acceptance of this Subsidiary Guaranty, the Collateral Administrative Agent and each other InvestorSecured Party, hereby confirms that it is the intention of all such Persons parties that this Subsidiary Guaranty and the Obligations of each Subsidiary Guarantor hereunder 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 foreign, federal or state law to the extent applicable to this Subsidiary Guaranty and the Obligations of each Subsidiary Guarantor hereunderGuaranty. To effectuate the foregoing intention, the Collateral Administrative Agent, the other Investors Secured Parties and the Subsidiary Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Subsidiary Guarantor under this Subsidiary Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Subsidiary Guarantor under this Subsidiary Guaranty not constituting a fraudulent transfer or conveyance. (iii) Each Subsidiary Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to the Collateral Agent or any Investor under this Subsidiary Guaranty or any other guaranty, such Subsidiary Guarantor will contribute, to the maximum extent permitted by law, such amounts to each other Subsidiary Guarantor and each other guarantor so as to maximize the aggregate amount paid to the Collateral Agent and Investors under or in respect of the Secured Transaction Documents.exceed the

Subsidiary Guaranty; Limitation of Liability. (ia) Each Subsidiary Guarantor Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees, as a primary obligor and not merely as surety, to the Collateral Agent for the ratable benefit of the Secured Parties guarantees the punctual payment when due (but subject to the expiration of any grace period granted by the Secured Parties in their sole discretion or the giving of any required notice provided for in any secured Transaction Document)due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of the all Obligations of the Company and each other Grantor Loan Party now or hereafter existing under or in respect of the Secured Transaction Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations being the “"Guaranteed Obligations”"), and agrees to pay any and all reasonable expenses (including, without limitation, reasonable fees and out-of-pocket expenses of counsel) incurred by the Collateral Administrative Agent or any other Investor Lender in enforcing any rights under this Subsidiary Guaranty (the “Subsidiary Guaranty”) or any other Secured Transaction Loan Document. Without limiting the generality of the foregoing, each Subsidiary Guarantor’s 's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Grantor Loan Party to the Collateral Agent or any Investor Lender under or in respect of the Secured Transaction Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other GrantorLoan Party. (iib) Each Subsidiary Guarantor, and by its acceptance of this Subsidiary Guaranty, the Collateral Administrative Agent and each other InvestorLender, hereby confirms that it is the intention of all such Persons that this Subsidiary Guaranty and the Obligations of each Subsidiary Guarantor hereunder 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 foreign, federal or state law to the extent applicable to this Subsidiary Guaranty and the Obligations of each Subsidiary Guarantor hereunder. To effectuate the foregoing intention, the Collateral Administrative Agent, the other Investors Lenders and the Subsidiary Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Subsidiary Guarantor under this Subsidiary Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Subsidiary Guarantor under this Subsidiary Guaranty not constituting a fraudulent transfer or conveyance. (iiic) Each Subsidiary Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to the Collateral Agent or any Investor Lender under this Subsidiary Guaranty or any other guaranty, such Subsidiary Guarantor will contribute, to the maximum extent permitted by law, such amounts to each other Subsidiary Guarantor and each other guarantor so as to maximize the aggregate amount paid to the Collateral Agent and Investors Lenders under or in respect of the Secured Transaction Loan Documents.

Subsidiary Guaranty; Limitation of Liability. (ia) Each Subsidiary Guarantor jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees, as a primary obligor and not merely as surety, to the Collateral Agent for the ratable benefit of the Secured Parties guarantees the punctual payment when due (but subject to the expiration of any grace period granted by the Secured Parties in their sole discretion or the giving of any required notice provided for in any secured Transaction Document)due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of the all Obligations of any of the Company and each other Grantor Loan Parties now or hereafter existing under or in respect of the Secured Transaction Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations being the “"Guaranteed Obligations”"), and agrees to pay any and all reasonable expenses (including, without limitation, reasonable fees and out-of-pocket expenses of counsel) incurred by the Collateral Administrative Agent or any other Investor Secured Party in enforcing any rights under this Subsidiary Guaranty (the “Subsidiary Guaranty”) or any other Secured Transaction Loan Document. Without limiting the generality of the foregoing, each Subsidiary Guarantor’s 's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Grantor Loan Party to the Collateral Agent or any Investor Secured Party under or in respect of the Secured Transaction Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other GrantorLoan Party. (iib) Each Subsidiary Guarantor, and by its acceptance of this Subsidiary Guaranty, the Collateral Administrative Agent and each other InvestorSecured Party, hereby confirms that it is the intention of all such Persons that this Subsidiary Guaranty and the Obligations of each Subsidiary Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy LawLaw (as hereinafter defined), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Subsidiary Guaranty and the Obligations of each Subsidiary Guarantor hereunder. To effectuate the foregoing intention, the Collateral Administrative Agent, the other Investors Secured Parties and the Subsidiary Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Subsidiary Guarantor under this Subsidiary Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Subsidiary Guarantor under this Subsidiary Guaranty not constituting a fraudulent transfer or conveyance. (iii. For purposes hereof, "Bankruptcy Law" means any proceeding of the type referred to in Section 6.01(f) Each Subsidiary Guarantor hereby unconditionally and irrevocably agrees that in of the event any payment shall be required to be made to the Collateral Agent Credit Agreement or Title 11, U.S. Code, or any Investor under this Subsidiary Guaranty similar foreign, federal or any other guaranty, such Subsidiary Guarantor will contribute, to state law for the maximum extent permitted by law, such amounts to each other Subsidiary Guarantor and each other guarantor so as to maximize the aggregate amount paid to the Collateral Agent and Investors under or in respect relief of the Secured Transaction Documentsdebtors.

Subsidiary Guaranty; Limitation of Liability. (ia) Each Subsidiary Guarantor Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees, as a primary obligor and not merely as surety, to the Collateral Agent for the ratable benefit of the Secured Parties guarantees the punctual payment when due (but subject to the expiration of any grace period granted by the Secured Parties in their sole discretion or the giving of any required notice provided for in any secured Transaction Document)due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of the all Obligations of the Company and each other Grantor Loan Party now or hereafter existing under or in respect of the Secured Transaction Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations being the “Guaranteed Obligations”"GUARANTEED OBLIGATIONS"), and agrees to pay any and all reasonable expenses (including, without limitation, reasonable fees and out-of-pocket expenses of counsel) incurred by the Collateral any Agent or any other Investor Lender Party in enforcing any rights under this Subsidiary Guaranty (the “Subsidiary Guaranty”) or any other Secured Transaction Loan Document. Without limiting the generality of the foregoing, each Subsidiary Guarantor’s 's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Grantor Loan Party to the Collateral any Agent or any Investor Lender Party under or in respect of the Secured Transaction Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other GrantorLoan Party. (iib) Each Subsidiary Guarantor, and by its acceptance of this Subsidiary Guaranty, the Collateral Administrative Agent and each other InvestorLender Party, hereby confirms that it is the intention of all such Persons that this Subsidiary Guaranty and the Obligations of each Subsidiary Guarantor hereunder 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 foreign, federal or state law to the extent applicable to this Subsidiary Guaranty and the Obligations of each Subsidiary Guarantor hereunder. To effectuate the foregoing intention, the Collateral Administrative Agent, the other Investors Lender Parties and the Subsidiary Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Subsidiary Guarantor under this Subsidiary Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Subsidiary Guarantor under this Subsidiary Guaranty not constituting a fraudulent transfer or conveyance. (iiic) Each Subsidiary Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to the Collateral Agent or any Investor Lender Party under this Subsidiary Guaranty or any other guaranty, such Subsidiary Guarantor will contribute, to the maximum extent permitted by law, Xxxxx Respiratory - Revolving Credit Agreement such amounts to each other Subsidiary Guarantor and each other guarantor so as to maximize the aggregate amount paid to the Collateral Agent Agents and Investors the Lender Parties under or in respect of the Secured Transaction Loan Documents.

Subsidiary Guaranty; Limitation of Liability. (i) Each Subsidiary Guarantor jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees, as a primary obligor and not merely as surety, to the Collateral Agent for the ratable benefit of the Secured Parties the punctual payment when due (but subject to the expiration of any grace period granted by the Secured Parties in their sole discretion or the giving of any required notice provided for in any secured Transaction Document), whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of the Obligations of the Company and each other Grantor now or hereafter existing under or in respect of the Secured Transaction Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses (including, without limitation, reasonable fees and out-of-pocket expenses of counsel) incurred by the Collateral Agent or any other Investor in enforcing any rights under this Subsidiary Guaranty (the “Subsidiary Guaranty”) or any other Secured Transaction Document. Without limiting the generality of the foregoing, each Subsidiary Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Grantor to the Collateral Agent or any Investor under or in respect of the Secured Transaction Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Grantor. (ii) Each Subsidiary Guarantor, and by its acceptance of this the Subsidiary Guaranty, the Collateral Agent and each other Investor, hereby confirms that it is the intention of all such Persons that this the Subsidiary Guaranty and the Obligations of each Subsidiary Guarantor hereunder 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 foreign, federal or state law to the extent applicable to this the Subsidiary Guaranty and the Obligations of each Subsidiary Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the other Investors and the Subsidiary Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Subsidiary Guarantor under this the Subsidiary Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Subsidiary Guarantor under this the Subsidiary Guaranty not constituting a fraudulent transfer or conveyance. (iii) Each Subsidiary Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to the Collateral Agent or any Investor under this the Subsidiary Guaranty or any other guaranty, such Subsidiary Guarantor will contribute, to the maximum extent permitted by law, such amounts to each other Subsidiary Guarantor and each other guarantor so as to maximize the aggregate amount paid to the Collateral Agent and Investors under or in respect of the Secured Transaction Documents.

Subsidiary Guaranty; Limitation of Liability. (ia) Each Subsidiary Guarantor Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees, as a primary obligor and not merely as surety, to the Collateral Agent for the ratable benefit of the Secured Parties guarantees the punctual payment when due (but subject to the expiration of any grace period granted by the Secured Parties in their sole discretion or the giving of any required notice provided for in any secured Transaction Document)due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of the all Obligations of the Company and each other Grantor Loan Party now or hereafter existing under or in respect of the Secured Transaction Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations being the “Guaranteed Obligations”"GUARANTEED OBLIGATIONS"), and agrees to pay any and all reasonable expenses (including, without limitation, reasonable fees and out-of-pocket expenses of counsel) incurred by the Collateral Administrative Agent or any other Investor Secured Party in enforcing any rights under this Subsidiary Guaranty (the “Subsidiary Guaranty”) or any other Secured Transaction Loan Document. Without limiting the generality of the foregoing, each Subsidiary Guarantor’s 's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Grantor Loan Party to the Collateral Agent or any Investor Secured Party under or in respect of the Secured Transaction Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other GrantorLoan Party. (iib) Each Subsidiary Guarantor, and by its acceptance of this Subsidiary Guaranty, the Collateral Administrative Agent and each other InvestorSecured Party, hereby confirms that it is the intention of all such Persons that this Subsidiary Guaranty and the Obligations of each Subsidiary Guarantor hereunder 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 foreign, federal or state law to the extent applicable to this Subsidiary Guaranty and the Obligations of each Subsidiary Guarantor hereunder. To effectuate the foregoing intention, the Collateral Administrative Agent, the other Investors Secured Parties and the Subsidiary Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Subsidiary Guarantor under this Subsidiary Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such 98 93 Subsidiary Guarantor under this Subsidiary Guaranty not constituting a fraudulent transfer or conveyance. In addition, at any time that there is any Debt outstanding in respect of the 7% Senior Notes, the Obligations of the PHPA Subsidiary Guarantors, taken as a whole, under this Subsidiary Guaranty at any time shall be limited to the maximum amount from time to time permitted by the terms and conditions of the 7% Senior Notes. (iiic) Each Subsidiary Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to the Collateral Agent or any Investor Secured Party under this Subsidiary Guaranty or any other guaranty, such Subsidiary Guarantor will contribute, to the maximum extent permitted by law, such amounts to each other Subsidiary Guarantor and each other guarantor so as to maximize the aggregate amount paid to the Collateral Agent and Investors Secured Parties under or in respect of the Secured Transaction Loan Documents.