Common use of Extent of Liability; Contribution Clause in Contracts

Extent of Liability; Contribution. (i) Notwithstanding anything herein to the contrary, each Canadian Domiciled Obligor’s and U.K. Domiciled Obligor’s liability under this Section 5.11 shall be limited to the greater of (i) all amounts for which such Canadian Domiciled Obligor or U.K. Domiciled Obligor is primarily liable, as described below, and (ii) such Canadian Domiciled Obligor’ and U.K. Domiciled Obligor’s U.K./Canadian Allocable Amount. (ii) If any Canadian Domiciled Obligor or U.K. Domiciled Obligor makes a payment under this Section 5.11 of any Obligations (other than amounts for which such Canadian Domiciled Obligor or U.K. Domiciled Obligor is primarily liable) (a “U.K./Canadian Guarantor Payment”) that, taking into account all other U.K./Canadian Guarantor Payments previously or concurrently made by any other Canadian Domiciled Obligor or U.K. Domiciled Obligor, exceeds the amount that such Canadian Domiciled Obligor or U.K. Domiciled Obligor would otherwise have paid if each Canadian Domiciled Obligor and U.K. Domiciled Obligor had paid the aggregate Obligations satisfied by such U.K./Canadian Guarantor Payments in the same proportion that such Canadian Domiciled Obligor’s or U.K. Domiciled Obligor’s U.K./Canadian Allocable Amount bore to the total U.K./Canadian Allocable Amounts of all Canadian Domiciled Obligors and U.K. Domiciled Obligors, then such Canadian Domiciled Obligor or U.K. Domiciled Obligor shall be entitled to receive contribution and indemnification payments from, and to be reimbursed by, each other Canadian Domiciled Obligor and U.K. Domiciled Obligor for the amount of such excess, pro rata based upon their respective U.K./Canadian Allocable Amounts in effect immediately prior to such U.K./Canadian Guarantor Payment. The “U.K./Canadian Allocable Amount” for any Canadian Domiciled Obligor or U.K. Domiciled Obligor shall be the maximum amount that could then be recovered from such Canadian Domiciled Obligor or U.K. Domiciled Obligor under this Section 5.11 without rendering such payment voidable under Section 548 of the U.S. Bankruptcy Code or under any similar applicable fraudulent transfer or conveyance Applicable Law, or the Applicable Law in Canada or any province or territory thereof, or in England. (iii) Each Canadian Domiciled Obligor and each U.K. Domiciled Obligor that is a Qualified ECP when its guaranty of or grant of Lien as security for a Swap Obligation becomes effective hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide funds or other support to each Canadian Domiciled Obligor and U.K. Domiciled Obligor that is a Specified Obligor with respect to such Swap Obligation as may be needed by such Specified Obligor from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP’s obligations and undertakings under this Section 5.11 voidable under any applicable fraudulent transfer or conveyance act). The obligations and undertakings of each Qualified ECP under this Section shall remain in full force and effect until Full Payment of all Obligations. Each Canadian Domiciled Obligor and each U.K. Domiciled Obligor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support or other agreement” for the benefit of, each Obligor for all purposes of the Commodity Exchange Act.

Extent of Liability; Contribution. (i) Notwithstanding anything herein to the contrary, each Canadian Domiciled Obligor’s and U.K. U.S. Domiciled Obligor’s liability under this Section 5.11 shall be limited to the greater of (i) all amounts for which such Canadian Domiciled Obligor or U.K. U.S. Domiciled Obligor is primarily liable, as described below, and (ii) such Canadian Domiciled Obligor’ and U.K. U.S. Domiciled Obligor’s U.K./Canadian Allocable Amount. (ii) If any Canadian Domiciled Obligor or U.K. U.S. Domiciled Obligor makes a payment under this Section 5.11 of any Obligations (other than amounts for which such Canadian Domiciled Obligor or U.K. U.S. Domiciled Obligor is primarily liable) (a “U.K./Canadian Guarantor Payment”) that, taking into account all other U.K./Canadian Guarantor Payments previously or concurrently made by any other Canadian Domiciled Obligor or U.K. U.S. Domiciled Obligor, exceeds the amount that such Canadian Domiciled Obligor or U.K. U.S. Domiciled Obligor would otherwise have paid if each Canadian Domiciled Obligor and U.K. U.S. Domiciled Obligor had paid the aggregate Obligations satisfied by such U.K./Canadian Guarantor Payments in the same proportion that such Canadian U.S. Domiciled Obligor’s or U.K. Domiciled Obligor’s U.K./Canadian Allocable Amount bore to the total U.K./Canadian Allocable Amounts of all Canadian Domiciled Obligors and U.K. U.S. Domiciled Obligors, then such Canadian Domiciled Obligor or U.K. U.S. Domiciled Obligor shall be entitled to receive contribution and indemnification payments from, and to be reimbursed by, each other Canadian Domiciled Obligor and U.K. U.S. Domiciled Obligor for the amount of such excess, pro rata based upon their respective U.K./Canadian Allocable Amounts in effect immediately prior to such U.K./Canadian Guarantor Payment. The “U.K./Canadian Allocable Amount” for any Canadian Domiciled Obligor or U.K. U.S. Domiciled Obligor shall be the maximum amount that could then be recovered from such Canadian Domiciled Obligor or U.K. U.S. Domiciled Obligor under this Section 5.11 without rendering such payment voidable under Section 548 of the U.S. Bankruptcy Code or under any similar applicable fraudulent transfer or conveyance Applicable Law, or the Applicable Law in Canada or any province or territory thereof, or in England. (iii) Each Canadian Domiciled Obligor and each U.K. U.S. Domiciled Obligor that is a Qualified ECP when its guaranty of or grant of Lien as security for a Swap Obligation becomes effective hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide funds or other support to each Canadian Domiciled Obligor and U.K. other U.S. Domiciled Obligor that is a Specified Obligor with respect to such Swap Obligation as may be needed by such Specified Obligor from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP’s obligations and undertakings under this Section 5.11 voidable under any applicable fraudulent transfer or conveyance act). The obligations and undertakings of each Qualified ECP under this Section shall remain in full force and effect until Full Payment of all Obligations. Each Canadian Domiciled Obligor and each U.K. U.S. Domiciled Obligor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support or other agreement” for the benefit of, each Obligor for all purposes of the Commodity Exchange Act.

Extent of Liability; Contribution. (i) Notwithstanding anything herein to the contrary, each Canadian Domiciled Obligor’s and U.K. Domiciled Obligor’s liability under this Section 5.11 shall be limited to the greater of (i) all amounts for which such Canadian Domiciled Obligor or U.K. Domiciled Obligor is primarily liable, as described below, and (ii) such Canadian Domiciled Obligor’ and U.K. Domiciled Obligor’s U.K./Canadian Allocable Amount. (ii) If any Canadian Domiciled Obligor or U.K. Domiciled Obligor makes a payment under this Section 5.11 of any Obligations (other than amounts for which such Canadian Domiciled Obligor or U.K. Domiciled Obligor is primarily liable) (a “U.K./Canadian Guarantor Payment”) that, taking into account all other U.K./Canadian Guarantor Payments previously or concurrently made by any other Canadian Domiciled Obligor or U.K. Domiciled Obligor, exceeds the amount that such Canadian Domiciled Obligor or U.K. Domiciled Obligor would otherwise have paid if each Canadian Domiciled Obligor and U.K. Domiciled Obligor had paid the aggregate Obligations satisfied by such U.K./Canadian Guarantor Payments in the same proportion that such Canadian Domiciled Obligor’s or U.K. Domiciled Obligor’s U.K./Canadian Allocable Amount bore to the total U.K./Canadian Allocable Amounts of all Canadian Domiciled Obligors and U.K. Domiciled Obligors, then such Canadian Domiciled Obligor or U.K. Domiciled Obligor shall be entitled to receive contribution and indemnification payments from, and to be reimbursed by, each other Canadian Domiciled Obligor and U.K. Domiciled Obligor for the amount of such excess, pro rata based upon their respective U.K./Canadian Allocable Amounts in effect immediately prior to such U.K./Canadian Guarantor Payment. The “U.K./Canadian Allocable Amount” for any Canadian Domiciled Obligor or U.K. Domiciled Obligor shall be the maximum amount that could then be recovered from such Canadian Domiciled Obligor or U.K. Domiciled Obligor under this Section 5.11 without rendering such payment voidable under Section 548 of the U.S. Bankruptcy Code or under any similar applicable fraudulent transfer or conveyance Applicable Law, or the Applicable Law in Canada or any province or territory thereof, or in England. (iii) Each Canadian Domiciled Obligor and each U.K. Domiciled Obligor that is a Qualified ECP when its guaranty of or grant of Lien as security for a Swap Obligation becomes effective hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide funds or other support to each Canadian Domiciled Obligor and U.K. Domiciled Obligor that is a Specified Obligor with respect to such Swap Obligation as may be needed by such Specified Obligor from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP’s obligations and undertakings under this Section 5.11 voidable under any applicable fraudulent transfer or conveyance act). The obligations and undertakings of each Qualified ECP under this Section shall remain in full force and effect until Full Payment of all Obligations. Each Canadian Domiciled Obligor and each U.K. Domiciled Obligor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support or other agreement” for the benefit of, each Obligor for all purposes of the Commodity Exchange Act.

Extent of Liability; Contribution. (i) Notwithstanding anything herein to the contrary, each Canadian Domiciled Obligor’s and U.K. Domiciled Obligor’s liability under this Section 5.11 5.13 shall be limited to the greater of (i) all amounts for which such Canadian Domiciled Obligor or U.K. Domiciled Obligor is primarily liable, as described below, and (ii) such Canadian Domiciled Obligor’ and U.K. Domiciled Obligor’s U.K./Canadian Canadian Allocable Amount. (ii) If any Canadian Domiciled Obligor or U.K. Domiciled Obligor makes a payment under this Section 5.11 5.13 of any Canadian Facility Obligations (other than amounts for which such Canadian Domiciled Obligor or U.K. Domiciled Obligor is primarily liable) (a “U.K./Canadian Canadian Guarantor Payment”) that, taking into account all other U.K./Canadian Canadian Guarantor Payments previously or concurrently made by any other Canadian Domiciled Obligor or U.K. Domiciled Obligor, exceeds the amount that such Canadian Domiciled Obligor or U.K. Domiciled Obligor would otherwise have paid if each Canadian Domiciled Obligor and U.K. Domiciled Obligor had paid the aggregate Canadian Facility Obligations satisfied by such U.K./Canadian Canadian Guarantor Payments in the same proportion that such Canadian Domiciled Obligor’s or U.K. Domiciled Obligor’s U.K./Canadian Canadian Allocable Amount bore to the total U.K./Canadian Canadian Allocable Amounts of all Canadian Domiciled Obligors and U.K. Domiciled Obligors, then such Canadian Domiciled Obligor or U.K. Domiciled Obligor shall be entitled to receive contribution and indemnification payments from, and to be reimbursed by, each other Canadian Domiciled Obligor and U.K. Domiciled Obligor for the amount of such excess, pro rata based upon their respective U.K./Canadian Canadian Allocable Amounts in effect immediately prior to such U.K./Canadian Canadian Guarantor Payment. The “U.K./Canadian Canadian Allocable Amount” for any Canadian Domiciled Obligor or U.K. Domiciled Obligor shall be the maximum amount that could then be recovered from such Canadian Domiciled Obligor or U.K. Domiciled Obligor under this Section 5.11 5.13 without rendering such payment voidable under Section 548 of the U.S. Bankruptcy Code or under any similar applicable fraudulent transfer or conveyance Applicable Lawact, or the other Applicable Law in Canada or any province or territory thereof, or in England. (iii) Each Canadian Domiciled Obligor and each U.K. Domiciled Obligor that is a Qualified ECP when its guaranty of or grant of Lien as security for a Swap Obligation becomes effective hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide funds or other support to each Canadian Domiciled Obligor and U.K. Domiciled Obligor that is a Specified Obligor with respect to such Swap Obligation as may be needed by such Specified Obligor from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP’s obligations and undertakings under this Section 5.11 voidable under any applicable fraudulent transfer or conveyance act). The obligations and undertakings of each Qualified ECP under this Section shall remain in full force and effect until Full Payment of all Obligations. Each Canadian Domiciled Obligor and each U.K. Domiciled Obligor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support or other agreement” for the benefit of, each Obligor for all purposes of the Commodity Exchange Act.

Extent of Liability; Contribution. (i) Notwithstanding anything herein to the contrary, each Canadian Domiciled Obligor’s and U.K. U.S. Domiciled Obligor’s liability under this Section 5.11 shall be limited to the greater of (i) all amounts for which such Canadian Domiciled Obligor or U.K. U.S. Domiciled Obligor is primarily liable, as described below, and (ii) such Canadian Domiciled Obligor’ and U.K. U.S. Domiciled Obligor’s U.K./Canadian Allocable Amount. (ii) . If any Canadian Domiciled Obligor or U.K. U.S. Domiciled Obligor makes a payment under this Section 5.11 of any Obligations (other than amounts for which such Canadian Domiciled Obligor or U.K. U.S. Domiciled Obligor is primarily liable) (a “U.K./Canadian Guarantor Payment”) that, taking into account all other U.K./Canadian Guarantor Payments previously or concurrently made by any other Canadian Domiciled Obligor or U.K. U.S. Domiciled Obligor, exceeds the amount that such Canadian Domiciled Obligor or U.K. U.S. Domiciled Obligor would otherwise have paid if each Canadian Domiciled Obligor and U.K. U.S. Domiciled Obligor had paid the aggregate Obligations satisfied by such U.K./Canadian Guarantor Payments in the same proportion that such Canadian U.S. Domiciled Obligor’s or U.K. Domiciled Obligor’s U.K./Canadian Allocable Amount bore to the total U.K./Canadian Allocable Amounts of all Canadian Domiciled Obligors and U.K. U.S. Domiciled Obligors, then such Canadian Domiciled Obligor or U.K. U.S. Domiciled Obligor shall be entitled to receive contribution and indemnification payments from, and to be reimbursed by, each other Canadian Domiciled Obligor and U.K. U.S. Domiciled Obligor for the amount of such excess, pro rata based upon their respective U.K./Canadian Allocable Amounts in effect immediately prior to such U.K./Canadian Guarantor Payment. The “U.K./Canadian Allocable Amount” for any Canadian Domiciled Obligor or U.K. U.S. Domiciled Obligor shall be the maximum amount that could then be recovered from such Canadian Domiciled Obligor or U.K. U.S. Domiciled Obligor under this Section 5.11 without rendering such payment voidable under Section 548 of the U.S. Bankruptcy Code or under any similar applicable fraudulent transfer or conveyance Applicable Requirements of Law, or the Applicable Requirements of Law in Canada or any province or territory thereof, or in England. (iii) England or Germany. Each Canadian Domiciled Obligor and each U.K. U.S. Domiciled Obligor that is a Qualified ECP when its guaranty of or grant of Lien as security for a Swap Obligation becomes effective hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide funds or other support to each Canadian Domiciled Obligor and U.K. other U.S. Domiciled Obligor that is a Specified Obligor with respect to such Swap Obligation as may be needed by such Specified Obligor from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP’s obligations and undertakings under this Section 5.11 voidable under any applicable fraudulent transfer or conveyance act). The obligations and undertakings of each Qualified ECP under this Section shall remain in full force and effect until Full Payment of all Obligations. Each Canadian Domiciled Obligor and each U.K. U.S. Domiciled Obligor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support or other agreement” for the benefit of, each Obligor for all purposes of the Commodity Exchange Act. Guarantee by Canadian Domiciled Obligors, German Domiciled Obligors and U.K./Dutch Domiciled Obligors.

Extent of Liability; Contribution. (ia) Notwithstanding anything herein to the contrary, each Canadian Domiciled Obligor’s, German Domiciled Obligor’s and U.K. U.K./Dutch Domiciled Obligor’s liability under this Section 5.11 shall be limited to the greater of (i) all amounts for which such Canadian Domiciled Obligor, German Domiciled Obligor or U.K. U.K./Dutch Domiciled Obligor is primarily liable, as described below, and (ii) such Canadian Domiciled Obligor’ and U.K. ’s, German Domiciled Obligor’s U.K./Canadian and U.K./Dutch Domiciled Obligor’s U.K./Canadian/German Allocable Amount. (iib) If any Canadian Domiciled Obligor, German Domiciled Obligor or U.K. U.K./Dutch Domiciled Obligor makes a payment under this Section 5.11 of any Obligations (other than amounts for which such Canadian Domiciled Obligor, German Domiciled Obligor or U.K. U.K./Dutch Domiciled Obligor is primarily liable) (a “U.K./Canadian U.K./Canadian/German Guarantor Payment”) that, taking into account all other U.K./Canadian U.K./Canadian/German Guarantor Payments previously or concurrently made by any other Canadian Domiciled Obligor, German Domiciled Obligor or U.K. U.K./Dutch Domiciled Obligor, exceeds the amount that such Canadian Domiciled Obligor, German Domiciled Obligor or U.K. U.K./Dutch Domiciled Obligor would otherwise have paid if each Canadian Domiciled Obligor, German Domiciled Obligor and U.K. U.K./Dutch Domiciled Obligor had paid the aggregate Obligations satisfied by such U.K./Canadian U.K./Canadian/German Guarantor Payments in the same proportion that such Canadian Domiciled Obligor’s or U.K. ’s, German Domiciled Obligor’s U.K./Canadian or U.K./Dutch Domiciled Obligor’s U.K./Canadian/German Allocable Amount bore to the total U.K./Canadian U.K./Canadian/German Allocable Amounts of all Canadian Domiciled Obligors, German Domiciled Obligors and U.K. U.K./Dutch Domiciled Obligors, then such Canadian Domiciled Obligor, German Domiciled Obligor or U.K. U.K./Dutch Domiciled Obligor shall be entitled to receive contribution and indemnification payments from, and to be reimbursed by, each other Canadian Domiciled Obligor, German Domiciled Obligor and U.K. U.K./Dutch Domiciled Obligor for the amount of such excess, pro rata based upon their respective U.K./Canadian U.K./Canadian/German Allocable Amounts in effect immediately prior to such U.K./Canadian U.K./Canadian/German Guarantor Payment. The “U.K./Canadian U.K./Canadian/German Allocable Amount” for any Canadian Domiciled Obligor, German Domiciled Obligor or U.K. U.K./Dutch Domiciled Obligor shall be the maximum amount that could then be recovered from such Canadian Domiciled Obligor, German Domiciled Obligor or U.K. U.K./Dutch Domiciled Obligor under this Section 5.11 without rendering such payment voidable under Section 548 of the U.S. Bankruptcy Code or under any similar applicable fraudulent transfer or conveyance Applicable Requirements of Law, or the Applicable Requirements of Law in Canada Canada, Germany or any province or territory thereof, or in EnglandEngland and with respect to the German Domiciled Obligors, subject to Section 5.11.7. (iiic) Each Subject to Section 5.11.7 and to any Requirements of Law limitations with respect to the German Domiciled Obligors, each Canadian Domiciled Obligor, each German Domiciled Obligor and each U.K. U.K./Dutch Domiciled Obligor that is a Qualified ECP when its guaranty of or grant of Lien as security for a Swap Obligation becomes effective hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide funds or other support to each Canadian Domiciled Obligor, German Domiciled Obligor and U.K. U.K./Dutch Domiciled Obligor that is a Specified Obligor with respect to such Swap Obligation as may be needed by such Specified Obligor from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP’s obligations and undertakings under this Section 5.11 voidable under any applicable fraudulent transfer or conveyance act). The obligations and undertakings of each Qualified ECP under this Section shall remain in full force and effect until Full Payment of all Obligations. Each Canadian Domiciled DB1/ 136236807.8 Obligor, German Domiciled Obligor and each U.K. U.K./Dutch Domiciled Obligor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support or other agreement” for the benefit of, each Obligor for all purposes of the Commodity Exchange Act.

Extent of Liability; Contribution. (i) Notwithstanding anything herein to the contrary, each Canadian Domiciled Obligor’s, German Domiciled Obligor’s and U.K. U.K./Dutch Domiciled Obligor’s liability under this Section 5.11 shall be limited to the greater of (i) all amounts for which such Canadian Domiciled Obligor, German Domiciled Obligor or U.K. U.K./Dutch Domiciled Obligor is primarily liable, as described below, and (ii) such Canadian Domiciled Obligor’ and U.K. ’s, German Domiciled Obligor’s U.K./Canadian and U.K./Dutch Domiciled Obligor’s U.K./Canadian/German Allocable Amount. (ii) . If any Canadian Domiciled Obligor, German Domiciled Obligor or U.K. U.K./Dutch Domiciled Obligor makes a payment under this Section 5.11 of any Obligations (other than amounts for which such Canadian Domiciled Obligor, German Domiciled Obligor or U.K. U.K./Dutch Domiciled Obligor is primarily liable) (a “U.K./Canadian U.K./Canadian/German Guarantor Payment”) that, taking into account all other U.K./Canadian U.K./Canadian/German Guarantor Payments previously or concurrently made by any other Canadian Domiciled Obligor, German Domiciled Obligor or U.K. U.K./Dutch Domiciled Obligor, exceeds the amount that such Canadian Domiciled Obligor, German Domiciled Obligor or U.K. U.K./Dutch Domiciled Obligor would otherwise have paid if each Canadian Domiciled Obligor, German Domiciled Obligor and U.K. U.K./Dutch Domiciled Obligor had paid the aggregate Obligations satisfied by such U.K./Canadian U.K./Canadian/German Guarantor Payments in the same proportion that such Canadian Domiciled Obligor’s or U.K. ’s, German Domiciled Obligor’s U.K./Canadian or U.K./Dutch Domiciled Obligor’s U.K./Canadian/German Allocable Amount bore to the total U.K./Canadian U.K./Canadian/German Allocable Amounts of all Canadian Domiciled Obligors, German Domiciled Obligors and U.K. U.K./Dutch Domiciled Obligors, then such Canadian Domiciled Obligor, German Domiciled Obligor or U.K. U.K./Dutch Domiciled Obligor shall be entitled to receive contribution and indemnification payments from, and to be reimbursed by, each other Canadian Domiciled Obligor, German Domiciled Obligor and U.K. U.K./Dutch Domiciled Obligor for the amount of such excess, pro rata based upon their respective U.K./Canadian U.K./Canadian/German Allocable Amounts in effect immediately prior to such U.K./Canadian U.K./Canadian/German Guarantor Payment. The “U.K./Canadian U.K./Canadian/German Allocable Amount” for any Canadian Domiciled Obligor, German Domiciled Obligor or U.K. U.K./Dutch Domiciled Obligor shall be the maximum amount that could then be recovered from such Canadian Domiciled Obligor, German Domiciled Obligor or U.K. U.K./Dutch Domiciled Obligor under this Section 5.11 without rendering such payment voidable under Section 548 of the U.S. Bankruptcy Code or under any similar applicable fraudulent transfer or conveyance Applicable Requirements of Law, or the Applicable Requirements of Law in Canada Canada, Germany or any province or territory thereof, or in England. (iii) Each England and with respect to the German Domiciled Obligors, subject to Section 5.11.7. Subject to Section 5.11.7 and to any Requirements of Law limitations with respect to the German Domiciled Obligors, each Canadian Domiciled Obligor, each German Domiciled Obligor and each U.K. U.K./Dutch Domiciled Obligor that is a Qualified ECP when its guaranty of or grant of Lien as security for a Swap Obligation becomes effective hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide funds or other support to each Canadian Domiciled Obligor, German Domiciled Obligor and U.K. U.K./Dutch Domiciled Obligor that is a Specified Obligor with respect to such Swap Obligation as may be needed by such Specified Obligor from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP’s obligations and undertakings under this Section 5.11 voidable under any applicable fraudulent transfer or conveyance act). The obligations and undertakings of each Qualified ECP under this Section shall remain in full force and effect until Full Payment of all Obligations. Each Canadian Domiciled Obligor, German Domiciled Obligor and each U.K. U.K./Dutch Domiciled Obligor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support or other agreement” for the benefit of, each Obligor for all purposes of the Commodity Exchange Act.

Extent of Liability; Contribution. (i) i. Notwithstanding anything herein to the contrary, each US Borrower’s or Canadian Domiciled Obligor’s and U.K. Domiciled ObligorBorrower’s liability under this Section 5.11 2.13 shall be limited to the greater of (i) all amounts for which such Canadian Domiciled Obligor or U.K. Domiciled Obligor Borrower is primarily liable, as described below, and (ii) such US Borrower’s or Canadian Domiciled Obligor’ and U.K. Domiciled ObligorBorrower’s U.K./Canadian Allocable Amount. (ii) . If any US Borrower or Canadian Domiciled Obligor or U.K. Domiciled Obligor Borrower makes a payment under this Section 5.11 2.13 of any Obligations (other than amounts for which such US Borrower or Canadian Domiciled Obligor or U.K. Domiciled Obligor Borrower is primarily liable) (a “U.K./Canadian "Guarantor Payment”") that, taking into account all other U.K./Canadian Guarantor Payments previously or concurrently made by any other US Borrower or Canadian Domiciled Obligor or U.K. Domiciled ObligorBorrower, exceeds the amount that such US Borrower or Canadian Domiciled Obligor or U.K. Domiciled Obligor Borrower would otherwise have paid if each US Borrower or Canadian Domiciled Obligor and U.K. Domiciled Obligor Borrower had paid the aggregate Obligations (or Canadian Obligations with respect to Canadian Borrower) satisfied by such U.K./Canadian Guarantor Payments in the same proportion that such Canadian Domiciled ObligorUS Borrower’s or U.K. Domiciled ObligorCanadian Borrower’s U.K./Canadian Allocable Amount bore to the total U.K./Canadian US Allocable Amounts of all US Borrowers or the total Canadian Allocable Amount bore the total Canadian Allocable Amounts of all Canadian Domiciled Obligors and U.K. Domiciled ObligorsBorrowers, as applicable, then such US Borrower or Canadian Domiciled Obligor or U.K. Domiciled Obligor Borrower shall be entitled to receive contribution and indemnification payments from, and to be reimbursed by, each other US Borrower or Canadian Domiciled Obligor and U.K. Domiciled Obligor Borrower, as applicable, for the amount of such excess, pro rata based upon their respective U.K./Canadian Allocable Amounts in effect immediately prior to such U.K./Canadian Guarantor Payment. The “U.K./Canadian "US Allocable Amount” " for any Canadian Domiciled Obligor or U.K. Domiciled Obligor US Borrower shall be the maximum amount that could then be recovered from such Canadian Domiciled Obligor or U.K. Domiciled Obligor US Borrower under this Section 5.11 2.13 without rendering such payment voidable under Section 548 of the U.S. Bankruptcy Code or under any similar applicable state fraudulent transfer or conveyance Applicable Lawact, or similar statute or common law. The "Canadian Allocable Amount" for any Canadian Borrower shall be the Applicable Law in Canada or any province or territory thereof, or in Englandmaximum amount that could be recovered from each Canadian Borrower under this Section 2.13 without rendering such payment voidable under Canadian Insolvency Loans. (iii) . Each Canadian Domiciled Obligor and each U.K. Domiciled Obligor US Loan Party that is a Qualified ECP when its guaranty of or grant of Lien as security for a Swap Obligation becomes effective hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Canadian Domiciled Obligor and U.K. Domiciled Obligor that is a Specified Obligor Loan Party with respect to such Swap Obligation as may be needed by such Specified Obligor Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP’s obligations and undertakings under this Section 5.11 2.13 voidable under any applicable fraudulent transfer or conveyance act). The obligations and undertakings of each Qualified ECP under this Section shall remain in full force and effect until Payment in Full Payment of all the Obligations. Each Canadian Domiciled Obligor and each U.K. Domiciled Obligor US Loan Party intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “"keepwell, support or other agreement” " for the benefit of, each Obligor Loan Party for all purposes of the Commodity Exchange Act.

Extent of Liability; Contribution. (i) Notwithstanding anything herein to the contrary, each Canadian Domiciled Obligor’s and U.K. U.S. Domiciled Obligor’s liability under this Section 5.11 5.13 shall be limited to the greater of (i) all amounts for which such Canadian Domiciled Obligor or U.K. U.S. Domiciled Obligor is primarily liable, as described below, and (ii) such Canadian Domiciled Obligor’ and U.K. U.S. Domiciled Obligor’s U.K./Canadian Allocable Amount. (ii) If any Canadian Domiciled Obligor or U.K. U.S. Domiciled Obligor makes a payment under this Section 5.11 5.13 of any Obligations (other than amounts for which such Canadian Domiciled Obligor or U.K. U.S. Domiciled Obligor is primarily liable) (a “U.K./Canadian Guarantor Payment”) that, taking into account all other U.K./Canadian Guarantor Payments previously or concurrently made by any other Canadian Domiciled Obligor or U.K. U.S. Domiciled Obligor, exceeds the amount that such Canadian Domiciled Obligor or U.K. U.S. Domiciled Obligor would otherwise have paid if each Canadian Domiciled Obligor and U.K. U.S. Domiciled Obligor had paid the aggregate Obligations satisfied by such U.K./Canadian Guarantor Payments in the same proportion that such Canadian U.S. Domiciled Obligor’s or U.K. Domiciled Obligor’s U.K./Canadian Allocable Amount bore to the total U.K./Canadian Allocable Amounts of all Canadian Domiciled Obligors and U.K. U.S. Domiciled Obligors, then such Canadian Domiciled Obligor or U.K. U.S. Domiciled Obligor shall be entitled to receive contribution and indemnification payments from, and to be reimbursed by, each other Canadian Domiciled Obligor and U.K. U.S. Domiciled Obligor for the amount of such excess, pro rata based upon their respective U.K./Canadian Allocable Amounts in effect immediately prior to such U.K./Canadian Guarantor Payment. The “U.K./Canadian Allocable Amount” for any Canadian Domiciled Obligor or U.K. U.S. Domiciled Obligor shall be the maximum amount that could then be recovered from such Canadian Domiciled Obligor or U.K. U.S. Domiciled Obligor under this Section 5.11 5.13 without rendering such payment voidable under Section 548 of the U.S. Bankruptcy Code or under any similar applicable fraudulent transfer or conveyance Applicable Lawact, or the other Applicable Law in Canada or any province or territory thereof, or in England. (iii) Each Canadian Domiciled Obligor and each U.K. U.S. Domiciled Obligor that is a Qualified ECP when its guaranty of or grant of Lien as security for a Swap Obligation becomes effective hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide funds or other support to each Canadian Domiciled Obligor and U.K. other U.S. Domiciled Obligor that is a Specified Obligor with respect to such Swap Obligation as may be needed by such Specified Obligor from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP’s obligations and undertakings under this Section 5.11 5.13 voidable under any applicable fraudulent transfer or conveyance act). The obligations and undertakings of each Qualified ECP under this Section shall remain in full force and effect until Full Payment of all Obligations. Each Canadian Domiciled Obligor and each U.K. U.S. Domiciled Obligor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support or other agreement” for the benefit of, each Obligor for all purposes of the Commodity Exchange Act.

Extent of Liability; Contribution. (i) Notwithstanding anything herein to the contrary, each Canadian Domiciled Obligor’s and U.K. U.S. Domiciled Obligor’s liability under this Section 5.11 shall be limited to the greater of (i) all amounts for which such Canadian Domiciled Obligor or U.K. U.S. Domiciled Obligor is primarily liable, as described below, and (ii) such Canadian Domiciled Obligor’ and U.K. U.S. Domiciled Obligor’s U.K./Canadian Allocable Amount. (ii) If any Canadian Domiciled Obligor or U.K. U.S. Domiciled Obligor makes a payment under this Section 5.11 of any Obligations (other than amounts for which such Canadian Domiciled Obligor or U.K. U.S. Domiciled Obligor is primarily liable) (a “U.K./Canadian Guarantor Payment”) that, taking into account all other U.K./Canadian Guarantor Payments previously or concurrently made by any other Canadian Domiciled Obligor or U.K. U.S. Domiciled Obligor, exceeds the amount that such Canadian Domiciled Obligor or U.K. U.S. Domiciled Obligor would otherwise have paid if each Canadian Domiciled Obligor and U.K. U.S. Domiciled Obligor had paid the aggregate Obligations satisfied by such U.K./Canadian Guarantor Payments in the same proportion that such Canadian U.S. Domiciled Obligor’s or U.K. Domiciled Obligor’s U.K./Canadian Allocable Amount bore to the total U.K./Canadian Allocable Amounts of all Canadian Domiciled Obligors and U.K. U.S. Domiciled Obligors, then such Canadian Domiciled Obligor or U.K. U.S. Domiciled Obligor shall be entitled to receive contribution and indemnification payments from, and to be reimbursed by, each other Canadian Domiciled Obligor and U.K. U.S. Domiciled Obligor for the amount of such excess, pro rata based upon their respective U.K./Canadian Allocable Amounts in effect immediately prior to such U.K./Canadian Guarantor Payment. The “U.K./Canadian Allocable Amount” for any Canadian Domiciled Obligor or U.K. U.S. Domiciled Obligor shall be the maximum amount that could then be recovered from such Canadian Domiciled Obligor or U.K. U.S. Domiciled Obligor under this Section 5.11 without rendering such payment voidable under Section 548 of the U.S. Bankruptcy Code or under any similar applicable fraudulent transfer or conveyance Applicable Law, or the Applicable Law in Canada or any province or territory thereof, or in England. (iii) Each Canadian Domiciled Obligor and each U.K. Domiciled Obligor that is a Qualified ECP when its guaranty of or grant of Lien as security for a Swap Obligation becomes effective hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide funds or other support to each Canadian Domiciled Obligor and U.K. Domiciled Obligor that is a Specified Obligor with respect to such Swap Obligation as may be needed by such Specified Obligor from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP’s obligations and undertakings under this Section 5.11 voidable under any applicable fraudulent transfer or conveyance act). The obligations and undertakings of each Qualified ECP under this Section shall remain in full force and effect until Full Payment of all Obligations. Each Canadian Domiciled Obligor and each U.K. Domiciled Obligor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support or other agreement” for the benefit of, each Obligor for all purposes of the Commodity Exchange Act.