Common use of Limitation on Guarantor Liability Clause in Contracts

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

Limitation on Guarantor Liability. Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Subsidiary Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, foreign, provincial federal or state law to the extent applicable to any Note Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, Collateral Trustee, the Holders and the Guarantors hereby irrevocably agree (to the extent required by such laws) that the obligations of such Guarantor under its Note Guarantee and this Article Ten shall will be limited to the maximum amount as that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article Ten10, result in the obligations of such Guarantor under its Note Subsidiary Guarantee not constituting a fraudulent transfer or conveyance. Each beneficiary under the Subsidiary Guarantees, by accepting the benefits hereof, confirms its intention that, in the event of a bankruptcy, reorganization or other similar proceeding of the Company or any Guarantor that makes in which concurrent claims are made upon such Guarantor hereunder, to the extent such claims will not be fully satisfied, each such claimant with a payment for distribution under its Note Guarantee is valid claim against the Company shall be entitled to a contribution from each other ratable share of all payments by such Guarantor in a pro rata amount based on the adjusted net assets respect of each Guarantorsuch concurrent claims.

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

Limitation on Guarantor Liability. Each GuarantorSubject to this Article 10, each of (i) the Guarantors and (ii) any other Guarantors from time to time, upon the execution and delivery of any other supplemental indenture to this Indenture, and, by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, foreign, provincial federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, Collateral Trustee, the Holders and the Guarantors hereby irrevocably agree (to the extent required by such laws) that the obligations of such each Subsidiary Guarantor under its Note Guarantee and this Article Ten shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Subsidiary Guarantor that are relevant under such laws, laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article Ten10, result in the obligations of such Subsidiary Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer or conveyanceunder applicable law. Each Guarantor that makes a payment for distribution under its Note Guarantee is shall be entitled upon payment in full of all guaranteed Obligations under this Indenture to a contribution from each other Guarantor in a an amount equal to such other Guarantor’s pro rata amount portion of such payment based on the adjusted respective net assets of each Guarantorall the Guarantors at the time of such payment determined in accordance with GAAP.

Limitation on Guarantor Liability. Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy LawCode, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, foreignstate law, provincial or state law the laws of the jurisdiction of organization of such Guarantor to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, Collateral Trustee, the Holders and the Guarantors hereby irrevocably agree (to the extent required by such laws) that the obligations of such Guarantor under its Note Guarantee and this Article Ten shall will be limited to the maximum amount as that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article Ten10, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance. Each Guarantor that makes a payment for distribution under its Note Guarantee is entitled by a Subsidiary of the Issuer organized under the laws of England and Wales does not apply to a contribution from each other Guarantor any liability to the extent that it would result in a pro rata amount based on this guaranty constituting unlawful financial assistance within the adjusted net assets meaning of each Guarantorsections 678 or 679 of the Companies Xxx 0000.

Limitation on Guarantor Liability. Each Guarantor, and by its acceptance of Notes, each HolderHolder of Notes, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, foreign, provincial federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, Collateral Trustee, the Holders of the Notes and the Guarantors hereby irrevocably agree (to the extent required by such laws) that the obligations of such each Guarantor under its Note Guarantee and this Article Ten shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article Ten10, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer or conveyanceunder applicable law. Each Guarantor that makes a payment for distribution under its Note Guarantee is shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in a an amount equal to such other Guarantor’s pro rata amount portion of such payment based on the adjusted respective net assets of each Guarantorall the Guarantors at the time of such payment determined in accordance with GAAP.

Limitation on Guarantor Liability. Each Guarantor, and by its acceptance of Second Lien Exchangeable Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent conveyance or a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, foreign, provincial federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, Collateral Trustee, the Holders and the Guarantors hereby irrevocably agree (to the extent required by such laws) that the obligations of such each Guarantor under its Note Guarantee and this Article Ten shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article Ten10, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer or conveyanceunder applicable law. Each Guarantor that makes a payment for distribution under its Note Guarantee is will be entitled upon payment in full of all Guaranteed Obligations under this Second Lien Exchangeable Notes Indenture to a contribution from each other Guarantor in a an amount equal to such other Guarantor’s pro rata amount portion of such payment based on the adjusted respective net assets of each Guarantorall the Guarantors at the time of such payment, determined in accordance with GAAP.

Limitation on Guarantor Liability. Each GuarantorTSW and, and by its acceptance of Notes, each Holder, hereby confirms confirm that it is the intention of all such parties that the this Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, foreign, provincial federal or state law to the extent applicable to any this Note Guarantee. To effectuate the foregoing intention, the Trustee, Collateral Trustee, the Holders and the Guarantors TSW hereby irrevocably agree (to the extent required by such laws) that the obligations of such each Guarantor under its Note Guarantee and this Article Ten shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 10 of the Indenture, the applicable Existing Supplemental Indenture or this Article TenSupplemental Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer or conveyanceunder applicable law. Each Guarantor that makes a payment for distribution under its Note Guarantee is shall be entitled upon payment in full of all guaranteed obligations under the Indenture, the applicable Existing Supplemental Indenture or this Supplemental Indenture to a contribution from each other Guarantor in a an amount equal to such other Guarantor’s pro rata amount portion of such payment based on the adjusted respective net assets of each Guarantorall the Guarantors at the time of such payment determined in accordance with GAAP.

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

Limitation on Guarantor Liability. Each Guarantor, and by its acceptance of NotesSecurities, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Securities of such Guarantor not constitute a fraudulent conveyance or a fraudulent transfer or conveyance for purposes of Bankruptcy Lawbankruptcy law in the United States, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, foreign, provincial federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, Collateral Trustee, the Holders and the Guarantors hereby irrevocably agree (to the extent required by such laws) that the obligations of such each Guarantor under its Note Guarantee and this Article Ten shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article TenFourteen, result in the obligations of such Guarantor under its Note such Guarantee not constituting a fraudulent conveyance or fraudulent transfer or conveyanceunder applicable law. Each Guarantor that makes a payment for distribution under its Note such Guarantee is shall be entitled upon payment in full of all Guaranteed obligations under this Indenture to a contribution from each other Guarantor in a an amount equal to such other Guarantor’s pro rata amount portion of such payment based on the adjusted respective net assets of each Guarantorall the Guarantors at the time of such payment determined in accordance with generally accepted accounting principles in the United States.

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

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

Limitation on Guarantor Liability. Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent conveyance or a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, foreignCanadian, provincial or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, Collateral Trustee, the Holders and the Guarantors hereby irrevocably agree (to the extent required by such laws) that the obligations of such each Guarantor under its Note Guarantee and this Article Ten shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article Ten10, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer or conveyanceunder applicable law. Each Guarantor that makes a payment for distribution under its Note Guarantee is shall be entitled upon payment in full of all Note Guarantees under this Indenture to a contribution from each other Guarantor in a an amount equal to such other Guarantor’s pro rata amount portion of such payment based on the adjusted respective net assets of all the Guarantors at the time of such payment determined in accordance with IFRS. The obligations of each GuarantorGuarantor are subject to the limitations set forth in Section 4.15.

Limitation on Guarantor Liability. Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, foreign, provincial federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Notes Collateral TrusteeAgent, the Holders and the Guarantors hereby irrevocably agree (to the extent required by such laws) that the obligations of such each Guarantor under its Note Guarantee and this Article Ten shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article Ten10, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law or conveyance. Each Guarantor that makes a payment for distribution being void or voidable under its Note Guarantee is entitled any law relating to a contribution from each other Guarantor in a pro rata amount based on the adjusted net assets insolvency of each Guarantordebtors.

Limitation on Guarantor Liability. Each Subsidiary Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Subsidiary Guarantee of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, foreign, provincial federal or state law to the extent applicable to any Note Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, Collateral Trustee, the Holders and the Subsidiary Guarantors hereby irrevocably agree (to the extent required by such laws) that the obligations of such Subsidiary Guarantor under its Note Guarantee and this Article Ten shall will be limited to the maximum amount as that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Subsidiary Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article Ten10, result in the obligations of such Subsidiary Guarantor under its Note Subsidiary Guarantee not constituting a fraudulent transfer or conveyance. Each Guarantor that makes a payment for distribution under its Note Guarantee is entitled to a contribution from each other Guarantor in a pro rata amount based on the adjusted net assets of each Guarantor.

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

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

Limitation on Guarantor Liability. Each Guarantor and the Parent Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor or the Parent Guarantor, as applicable, not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, foreign, provincial federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, Collateral Trusteethe Holders, the Holders Guarantors and the Guarantors Parent Guarantor hereby irrevocably agree (to the extent required by such laws) that the obligations of such Guarantor under its Note Guarantee and this Article Ten shall or Parent Guarantor will be limited to the maximum amount as that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or Parent Guarantor in respect of the obligations of such other Guarantor or Parent Guarantor under this Article Ten11, result in the obligations of such Guarantor or Parent Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance. Each Guarantor that makes a payment for distribution under its Note Guarantee is entitled to a contribution from each other Guarantor in a pro rata amount based on the adjusted net assets of each Guarantor.

Limitation on Guarantor Liability. Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer, conveyance or preference, financial assistance or a transfer or conveyance at undervalue, for purposes of any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, foreignstate, provincial or state other applicable U.S., Canadian or foreign law to the extent applicable to any Note GuaranteeGuarantee or that the obligations of such Guarantor under this Article 10 would otherwise be held or determined to be void, voidable, invalid or unenforceable on account of the amount of its liability under this Article 10. To effectuate the foregoing intention, the Trustee, the Collateral TrusteeAgent, the Holders and the Guarantors hereby irrevocably agree (to the extent required by such laws) that the obligations of such Guarantor under its Note Guarantee and this Article Ten shall will be limited to the maximum amount as that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article Ten, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer, conveyance or preference, financial assistance or a transfer at undervalue under applicable law, and not being held or conveyance. Each Guarantor that makes a payment for distribution under its Note Guarantee is entitled determined to a contribution from each other Guarantor in a pro rata amount based on the adjusted net assets of each Guarantorbe void, voidable, invalid or unenforceable.

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

Limitation on Guarantor Liability. Each Guarantor, and by its acceptance of Notesa Offered Security, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Lawany bankruptcy or insolvency law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, foreign, provincial U.S. federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, Collateral Trustee, the Holders and the Guarantors hereby irrevocably agree (to the extent required by such laws) that the obligations Obligations of such each Guarantor under its Note Guarantee and this Article Ten shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations Obligations of such other Guarantor under this Article TenIV, result in the obligations Obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer or conveyanceunder applicable law. Each Guarantor that makes a payment for distribution under its Note Guarantee is shall be entitled upon payment in full of all guaranteed Obligations under the Indenture to a contribution from each other Guarantor in a an amount equal to such other Guarantor’s pro rata amount portion of such payment based on the adjusted respective net assets of each Guarantorall the Guarantors at the time of such payment determined in accordance with GAAP.

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

Limitation on Guarantor Liability. Each Guarantor, Guarantor and by its acceptance of Notes, each Holder, Beneficiary hereby confirms that it is the intention of all such parties that none of the Note Guarantee of such Guarantor not Facility Guarantees constitute (i) a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act Act, Section 548 of the United States Bankruptcy Code or any similar federal, foreign, provincial comparable provisions of applicable law or (ii) an unlawful distribution under any applicable state law to the extent applicable to any Note Guaranteeprohibiting shareholder distributions by an insolvent subsidiary. To effectuate the foregoing intention, the Trustee, Collateral Trustee, the Holders Beneficiaries and the Guarantors hereby irrevocably agree (to the extent required by such laws) that the obligations Facility Guarantee of such each Guarantor under its Note Guarantee and this Article Ten shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the its obligations of such other Guarantor under this Article TenSection 2, result in the obligations of such Guarantor under its Note Facility Guarantee not constituting a fraudulent transfer or conveyance. Each Guarantor that makes a payment for conveyance or an unlawful distribution under its Note or otherwise render such Facility Guarantee is entitled subject to a contribution from each other Guarantor in a pro rata amount based on the adjusted net assets of each Guarantoravoidance.

Limitation on Guarantor Liability. Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, foreign, provincial federal or state law affecting the rights of creditors generally to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, Collateral Trustee, the Holders and the Guarantors hereby irrevocably agree (to the extent required by such laws) that the obligations of such Guarantor under its Note Guarantee and this Article Ten shall be limited limited, to the extent enforceable, to an amount not to exceed the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor (including, without limitation, all Senior Indebtedness of such Guarantor) that are relevant under such laws, laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article Ten11, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer or conveyanceunder applicable law. Each Guarantor that makes a payment for distribution under its Note Guarantee is shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in a an amount equal to such other Guarantor’s pro rata amount portion of such payment based on the adjusted respective net assets of each Guarantorall the Guarantors at the time of such payment determined in accordance with GAAP.

Limitation on Guarantor Liability. Each GuarantorGuarantor shall confirm, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Subsidiary Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, foreign, provincial federal or state law to the extent applicable to any Note such Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, Collateral Trustee, the Holders and the any Guarantors hereby irrevocably agree (to the extent required by such laws) that the obligations of such each Guarantor under its Note Guarantee and this Article Ten shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article Ten10, result in the obligations of such Guarantor under its Note Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer or conveyanceunder applicable law. Each Guarantor that makes a payment for distribution under its Note Subsidiary Guarantee is shall be entitled upon payment in full of all Guaranteed obligations under this Indenture to a contribution from each other Guarantor in a an amount equal to such other Guarantor’s pro rata amount portion of such payment based on the adjusted respective net assets of each Guarantorall the Guarantors at the time of such payment determined in accordance with GAAP.

Limitation on Guarantor Liability. Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy LawCode, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, foreign, provincial federal or state or other law to the extent applicable to any Note GuaranteeGuarantee or Guarantor. To effectuate the foregoing intention, the Trustee, the Noteholder Collateral TrusteeAgent, the Holders and the Guarantors hereby irrevocably agree (to the extent required by such laws) that the obligations Obligations of such Guarantor under its this Indenture, the Note Guarantee Guarantees and this Article Ten shall the Security Documents will be limited to the maximum amount as that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations Obligations of such other Guarantor under this Article Ten11, result in the obligations Obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance. Each Guarantor that makes a payment for distribution under its Note Guarantee is entitled to a contribution from each other Guarantor in a pro rata amount based on the adjusted net assets of each Guarantor.

Limitation on Guarantor Liability. Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, foreign, provincial federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Notes Collateral TrusteeAgent, the Holders and the Guarantors hereby irrevocably agree (to the extent required by such laws) that the obligations of such each Guarantor under its Note Guarantee and this Article Ten shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article Ten10, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer or conveyanceunder Applicable Law. Each Guarantor that makes a payment for distribution under its Note Guarantee is shall be entitled upon payment in full of all guaranteed Obligations under this Indenture to a contribution from each other Guarantor in a an amount equal to such other Guarantor’s pro rata amount portion of such payment based on the adjusted respective net assets of each Guarantorall the Guarantors at the time of such payment determined in accordance with GAAP.

Limitation on Guarantor Liability. Each New Guarantor, and by its acceptance of Senior Subordinated Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Senior Subordinated Guarantee of such the New Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, foreign, provincial federal or state law to the extent applicable to any Note Senior Subordinated Guarantee. To effectuate the foregoing intention, the Trustee, Collateral Trustee, the Holders and the Guarantors each New Guarantor hereby irrevocably agree (to the extent required by such laws) that the obligations of such each New Guarantor under its Note Senior Subordinated Guarantee and this Article Ten 11 of the Indenture shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such the New Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other New Guarantor in respect of the obligations of such other New Guarantor under this Article Ten11 of the Indenture, result in the obligations of such the New Guarantor under its Note Senior Subordinated Guarantee not constituting a fraudulent transfer or conveyance. Each Guarantor that makes a payment for distribution under its Note Guarantee is entitled to a contribution from each other Guarantor in a pro rata amount based on the adjusted net assets of each Guarantor.

Limitation on Guarantor Liability. Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, foreign, provincial federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Notes Collateral TrusteeAgent, the Holders and the Guarantors hereby irrevocably agree (to the extent required by such laws) that the obligations of such each Guarantor under its Note Guarantee and this Article Ten shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article Ten10, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer or conveyanceunder applicable law. Each Guarantor that makes a payment for distribution under its Note Guarantee is shall be entitled upon payment in full of all guaranteed Obligations under this Indenture to a contribution from each other Guarantor in a an amount equal to such other Guarantor’s pro rata amount portion of such payment based on the adjusted respective net assets of each Guarantorall the Guarantors at the time of such payment determined in accordance with GAAP.

Limitation on Guarantor Liability. Each GuarantorGuarantor and, and by its acceptance of Notes, each Holder, Holder hereby confirms confirm that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, foreign, provincial federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, Collateral Trustee, the Holders and the Guarantors hereby irrevocably agree (to the extent required by such laws) that the obligations of such Guarantor under its Note Guarantee and this Article Ten shall will be limited to the maximum amount as that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article Ten11, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance. Each Until such time as the Notes are paid in full, each Guarantor that makes a hereby waives all rights of subrogation or contribution, whether arising by contract or operation of law (including any such right arising under federal Bankruptcy Law) or otherwise by reason of any payment for distribution under its Note Guarantee is entitled by it pursuant to a contribution from each other Guarantor in a pro rata amount based on the adjusted net assets provisions of each Guarantorthis Article 11.

Limitation on Guarantor Liability. (a) Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, foreign, provincial federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Collateral TrusteeAgent, the Holders and the Guarantors hereby irrevocably agree (to the extent required by such laws) that the obligations of such Guarantor under its Note Guarantee and this Article Ten shall will be limited to the maximum amount as that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article Ten10, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance. Each . (b) Any Excluded Entity will not become, and will be under no obligation to become, a Guarantor that makes a payment for distribution under its Note Guarantee is entitled to a contribution from each other Guarantor in a pro rata amount based on the adjusted net assets of each GuarantorNotes. (c) [Insert any other jurisdictional limitations]2

Limitation on Guarantor Liability. Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Subsidiary Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, foreign, provincial federal or state law to the extent applicable to any Note such Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, Collateral Trustee, the Holders and the Guarantors hereby irrevocably agree (to the extent required by such laws) that the obligations of such each Guarantor under its Note Guarantee and this Article Ten shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article Ten13, result in the obligations of such Guarantor under its Note Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer or conveyanceunder applicable law. Each Guarantor that makes a payment for distribution under its Note Subsidiary Guarantee is shall be entitled upon payment in full of all Guaranteed obligations under this Indenture to a contribution from each other Guarantor in a an amount equal to such other Guarantor’s pro rata amount portion of such payment based on the adjusted respective net assets of each Guarantorall the Guarantors at the time of such payment determined in accordance with GAAP.

Limitation on Guarantor Liability. Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act Law or any similar federal, foreign, provincial or state law fraudulent conveyance laws to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, Collateral Trustee, the Holders and the Guarantors hereby irrevocably agree (to the extent required by such laws) that the obligations of such each Guarantor under its Note Guarantee and this Article Ten shall be limited as necessary (i) to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article Ten10, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under, applicable law and (ii) with respect to any Restricted Subsidiary that is a regulated entity in order for such Restricted Subsidiary to be able to provide a Note Guarantee and also comply with any applicable Agency Requirements, including, but not limited to, minimum net worth or conveyancecapital requirements. Each Guarantor that makes a payment for distribution under its Note Guarantee is shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in a an amount equal to such other Guarantor’s pro rata amount portion of such payment based on the adjusted respective net assets of each Guarantorall the Guarantors at the time of such payment determined in accordance with GAAP.

Limitation on Guarantor Liability. Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, foreign, provincial federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, Collateral Trustee, the Holders and the Guarantors hereby irrevocably ir- revocably agree (to the extent required by such laws) that the obligations of such Guarantor organized under its Note Guarantee and this Article Ten shall any jurisdiction in the United States will be limited to the maximum amount as that will, after giving effect to all other contingent and fixed liabilities of such Guarantor that are relevant (including, without limitation, any Guarantees under such laws, an ABL Revolv- ing Credit Facility) and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pur- suant to its contribution obligations under this Article TenIndenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance. Each Guarantor that makes a payment for distribution under its Note Guarantee is shall be entitled upon payment in full of all guaranteed obligations un- der this Indenture to a contribution from each other Guarantor in a an amount equal to such other Guaran- tor’s pro rata amount portion of such payment based on the adjusted respective net assets of each Guarantor.all the Guarantors at the time of such payment determined in accordance with IFRS

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

Limitation on Guarantor Liability. Each Guarantor, and by its acceptance of First Lien Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent conveyance or a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, foreign, provincial federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, Collateral Trustee, the Holders and the Guarantors hereby irrevocably agree (to the extent required by such laws) that the obligations of such each Guarantor under its Note Guarantee and this Article Ten shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article Ten10, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer or conveyanceunder applicable law. Each Guarantor that makes a payment for distribution under its Note Guarantee is will be entitled upon payment in full of all Guaranteed Obligations under this First Lien Indenture to a contribution from each other Guarantor in a an amount equal to such other Guarantor’s pro rata amount portion of such payment based on the adjusted respective net assets of each Guarantorall the Guarantors at the time of such payment, determined in accordance with GAAP.

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

Limitation on Guarantor Liability. Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Subsidiary Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Insolvency Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, foreign, provincial federal or state law to the extent applicable to any Note Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, Collateral Trustee, the Holders and the Guarantors hereby irrevocably agree (to the extent required by such laws) that the obligations of such Guarantor under its Note Guarantee and this Article Ten shall will be limited in amount to the maximum amount as that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article Ten10, result in the obligations of such Guarantor under its Note Subsidiary Guarantee not constituting a being voidable under corporate law or applicable law relating to fraudulent transfer or conveyance. Each Guarantor that makes a payment for distribution , fraudulent transfer or similar laws affecting the rights of creditors generally or otherwise being void, voidable or unenforceable under its Note Guarantee is entitled to a contribution from each any bankruptcy, reorganization, insolvency, liquidation or other Guarantor in a pro rata amount based on the adjusted net assets of each Guarantorsimilar legislation or legal principles.

Limitation on Guarantor Liability. Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent conveyance or a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, foreign, provincial federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, Collateral Trustee, the Holders and the Guarantors hereby irrevocably agree (to the extent required by such laws) that the obligations of such each Guarantor under its Note Guarantee and this Article Ten shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article Tenits Note Guarantee, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or conveyancestate law. Each Guarantor that makes a payment for distribution under its Note Guarantee is will be entitled upon payment in full of all Guaranteed Obligations under this Indenture to a contribution from each other Guarantor in a an amount equal to such other Guarantor’s pro rata amount portion of such payment based on the adjusted respective net assets of each Guarantorall the Guarantors at the time of such payment, determined in accordance with GAAP.

Limitation on Guarantor Liability. Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy LawCode, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, foreign, provincial federal or state or other law to the extent applicable to any Note GuaranteeGuarantee or Guarantor. To effectuate the foregoing intention, the Trustee, the Noteholder Collateral TrusteeAgent, the Holders and the Guarantors hereby irrevocably agree (to the extent required by such laws) that the obligations Obligations of such Guarantor under its this Indenture, the Note Guarantee Guarantees and this Article Ten the Security Documents shall be limited to the maximum amount as willthat shall, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations Obligations of such other Guarantor under this Article Ten11, result in the obligations Obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance. Each Guarantor that makes a payment for distribution under its Note Guarantee is entitled to a contribution from each other Guarantor in a pro rata amount based on the adjusted net assets of each Guarantor.

Limitation on Guarantor Liability. Each Guarantor, and by its acceptance of Guaranteed Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or fraudulent conveyance for purposes of United States Bankruptcy LawCode as then in effect, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, foreign, provincial federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, Collateral Trustee, the Holders and the Guarantors hereby irrevocably agree (to the extent required by such laws) that the obligations of such Guarantor under its Note Guarantee and this Article Ten shall will be limited to the maximum amount as that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article TenSeventeen, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyancefraudulent conveyance under applicable law. Each Guarantor acknowledges that makes a payment for distribution under it will receive direct and indirect benefits from the arrangements contemplated by the Supplemental Indenture and that its Note Guarantee is entitled to a contribution from each other Guarantor Guarantee, and the waiver set forth in a pro rata amount based on the adjusted net assets Section 17.01(b), are knowingly made in contemplation of each Guarantorsuch benefits.

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

Limitation on Guarantor Liability. Each GuarantorGuarantor party hereto and, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent conveyance or a fraudulent transfer or conveyance for purposes of Bankruptcy Insolvency Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, foreignCanadian, provincial or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, Collateral TrusteeTrustees, the Holders and the Guarantors party hereto hereby irrevocably agree (to the extent required by such laws) that the obligations of such each Guarantor under its Note Guarantee and this Article Ten party hereto shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article Ten10, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer or conveyanceunder applicable law. Each Guarantor party hereto that makes a payment for distribution under its Note Guarantee is shall be entitled upon payment in full of all Guaranteed Obligations under this Indenture to a contribution from each other Guarantor in a an amount equal to such other Guarantor’s pro rata amount portion of such payment based on the adjusted respective net assets of all the Guarantors at the time of such payment determined in accordance with IFRS. The obligations of each GuarantorGuarantor are subject to the limitations set forth in clause (d) of Section 4.15.

Limitation on Guarantor Liability. Each The Guarantor, and by its acceptance of Senior Subordinated Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Senior Subordinated Guarantee of such the Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, foreign, provincial federal or state law to the extent applicable to any Note Senior Subordinated Guarantee. To effectuate the foregoing intention, the Trustee, Collateral Trustee, the Holders and the Guarantors Guarantor hereby irrevocably agree (to the extent required by such laws) that the obligations of such the Guarantor under its Note Senior Subordinated Guarantee and this Article Ten 11 of the Indenture shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such the Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article Ten11 of the Indenture, result in the obligations of such the Guarantor under its Note Senior Subordinated Guarantee not constituting a fraudulent transfer or conveyance. Each Guarantor that makes a payment for distribution under its Note Guarantee is entitled to a contribution from each other Guarantor in a pro rata amount based on the adjusted net assets of each Guarantor.

Limitation on Guarantor Liability. Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Senior Subordinated Guarantee of such each Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, foreign, provincial federal or state law to the extent applicable to any Note Senior Subordinated Guarantee. To effectuate the foregoing intention, the Trustee, Collateral Trustee, the Holders and the Guarantors each New Guarantor hereby irrevocably agree (to the extent required by such laws) that the obligations of such each Guarantor under its Note Senior Subordinated Guarantee and this Article Ten 11 of the Indenture shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such each Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article Ten11 of the Indenture, result in the obligations of such the Guarantor under its Note Senior Subordinated Guarantee not constituting a fraudulent transfer or conveyance. Each Guarantor that makes a payment for distribution under its Note Guarantee is entitled to a contribution from each other Guarantor in a pro rata amount based on the adjusted net assets of each Guarantor.

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

Limitation on Guarantor Liability. Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or fraudulent conveyance (or similar voidable payment under the law of any relevant jurisdiction) for purposes of the Bankruptcy LawCode, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, foreign, provincial state or state foreign law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, Collateral Trustee, the Holders and the Guarantors hereby irrevocably agree (to the extent required by such laws) that the obligations of such each Guarantor under its Note Guarantee and this Article Ten shall be limited to the maximum amount as willshall, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article Ten10, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer or conveyanceunder applicable law. Each Guarantor that makes a payment for distribution under its Note Guarantee is shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in a an amount equal to such other Guarantor’s pro rata amount portion of such payment based on the adjusted respective net assets of each Guarantorall the Guarantors at the time of such payment determined in accordance with GAAP.

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

Limitation on Guarantor Liability. Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent conveyance or a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, foreignCanadian, provincial or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, Collateral Trustee, the Holders and the Guarantors hereby irrevocably agree (to the extent required by such laws) that the obligations of such each Guarantor under its Note Guarantee and this Article Ten shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article Ten10, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer or conveyanceunder applicable law. Each Guarantor that makes a payment for distribution under its Note Guarantee is shall be entitled upon payment in full of all Guaranteed Obligations under this Indenture to a contribution from each other Guarantor in a an amount equal to such other Guarantor’s pro rata amount portion of such payment based on the adjusted respective net assets of all the Guarantors at the time of such payment determined in accordance with IFRS. The obligations of each GuarantorGuarantor are subject to the limitations set forth in Section 4.15.

Limitation on Guarantor Liability. Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent conveyance or a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, foreign, provincial state or state foreign law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, Collateral Trustee, the Holders and the Guarantors hereby irrevocably agree (to the extent required by such laws) that the obligations of such each Guarantor under its Note Guarantee and this Article Ten shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article Ten10, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer or conveyanceunder applicable law. Each Guarantor that makes a payment for distribution under its Note Guarantee is will be entitled upon payment in full of all Guaranteed Obligations under this Indenture to a contribution from each other Guarantor in a an amount equal to such other Guarantor’s pro rata amount portion of such payment based on the adjusted respective net assets of each Guarantorall the Guarantors at the time of such payment, determined in accordance with GAAP.

Limitation on Guarantor Liability. Each Guarantor, and by its acceptance of Third Lien Exchangeable Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent conveyance or a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, foreign, provincial federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, Collateral Trustee, the Holders and the Guarantors hereby irrevocably agree (to the extent required by such laws) that the obligations of such each Guarantor under its Note Guarantee and this Article Ten shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article Ten10, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer or conveyanceunder applicable law. Each Guarantor that makes a payment for distribution under its Note Guarantee is will be entitled upon payment in full of all Guaranteed Obligations under this Third Lien Exchangeable Notes Indenture to a contribution from each other Guarantor in a an amount equal to such other Guarantor’s pro rata amount portion of such payment based on the adjusted respective net assets of each Guarantorall the Guarantors at the time of such payment, determined in accordance with GAAP.

Limitation on Guarantor Liability. Each GuarantorGuarantor and, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Subsidiary Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Lawany applicable bankruptcy law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, foreign, provincial state or state foreign law to the extent applicable to any Note Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, Collateral Trustee, the Holders and the Guarantors hereby irrevocably agree (to the extent required by such laws) that the obligations of such Guarantor under its Note Subsidiary Guarantee and this Article Ten 10 shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article Ten10, result in the obligations of such Guarantor under its Note Subsidiary Guarantee not constituting a fraudulent transfer or conveyance. Each In addition, the obligation of a Guarantor that makes to grant a payment for distribution Subsidiary Guarantee and the obligations of each Guarantor under its Note Subsidiary Guarantee is entitled shall be limited to a contribution from each other Guarantor in a pro rata amount based on the adjusted net assets of each Guarantorextent required by applicable law.

Limitation on Guarantor Liability. Each Guarantor, and by its acceptance of the Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor does not constitute a fraudulent conveyance or a fraudulent transfer or conveyance for purposes of Bankruptcy Lawbankruptcy law in the United States, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, foreign, provincial federal or state law to the extent applicable to any Note such Guarantee. To effectuate the foregoing intention, the Trustee, Collateral Trustee, the Holders and the Guarantors each Guarantor hereby irrevocably agree (to the extent required by such laws) that the obligations of such each Guarantor under its Note Guarantee and this Article Ten shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article Ten2, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer or conveyanceunder applicable law. Each Guarantor that makes a payment for distribution under its Note Guarantee is shall be entitled upon payment in full of all guaranteed obligations under the Indenture to a contribution from each other Guarantor in a an amount equal to such other Guarantor’s pro rata amount portion of such payment based on the adjusted respective net assets of each Guarantorall the Guarantors at the time of such payment determined in accordance with generally accepted accounting principles in the United States.

Limitation on Guarantor Liability. Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, foreign, provincial federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, Collateral Trustee, the Holders and the Guarantors hereby irrevocably agree (to the extent required by such laws) that the obligations of such each Guarantor under its Note Guarantee and this Article Ten 13 shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, its guarantee of amounts payable under the 2026 Notes or any Refinancing Indebtedness) that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from from, or payments or deliveries made by or on behalf of of, any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee and this Article Ten13, result in the obligations of such Guarantor under its Note Guarantee and this Article 13 not constituting a fraudulent transfer or conveyanceconveyance under such laws. Each Guarantor that makes a payment for distribution or delivery under its Note Guarantee is shall be entitled upon satisfaction in full of all Guarantee Obligations under this Indenture to a contribution from each other Guarantor in a an amount equal to such other Guarantor’s pro rata amount portion of such payment or delivery, as the case may be, based on the adjusted respective net assets of each Guarantorall the Guarantors at the time of such payment or delivery determined in accordance with GAAP.

Limitation on Guarantor Liability. Each Guarantor, and by its acceptance of NotesSecurities, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent conveyance or a fraudulent transfer or conveyance for purposes of Bankruptcy Lawbankruptcy law in the United States, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, foreign, provincial federal or state law to the extent applicable to any Note such Guarantee. To effectuate the foregoing intention, the Trustee, Collateral Trustee, the Holders and the Guarantors each Guarantor hereby irrevocably agree (to the extent required by such laws) that the obligations of such each Guarantor under its Note Guarantee and this Article Ten shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article Ten14, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer or conveyanceunder applicable law. Each Guarantor that makes a payment for distribution under its Note Guarantee is shall be entitled upon payment in full of all Guaranteed obligations under this Indenture to a contribution from each other Guarantor in a an amount equal to such other Guarantor’s pro rata amount portion of such payment based on the adjusted respective net assets of each Guarantorall the Guarantors at the time of such payment determined in accordance with generally accepted accounting principles in the United States.

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

Limitation on Guarantor Liability. Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent conveyance or a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, foreign, provincial federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, Collateral Trustee, the Holders and the Guarantors hereby irrevocably agree (to the extent required by such laws) that the obligations of such each Guarantor under its Note Guarantee and this Article Ten shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor (including, without limitation, any Guarantees under the Senior Secured Credit Agreement) that are relevant under such laws, laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article Ten10, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer or conveyanceunder applicable law. Each Guarantor that makes a payment for distribution under its Note Guarantee is shall be entitled upon payment in full of all Guaranteed Obligations under this Indenture to a contribution from each other Guarantor in a an amount equal to such other Guarantor’s pro rata amount portion of such payment based on the adjusted respective net assets of each Guarantorall the Guarantors at the time of such payment determined in accordance with GAAP.

Limitation on Guarantor Liability. Each Guarantor, and by its acceptance of NotesSecurities, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent conveyance or a fraudulent transfer or conveyance for purposes of Bankruptcy Lawbankruptcy law in the United States, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, foreign, provincial federal or state law to the extent applicable to any Note such Guarantee. To effectuate the foregoing intention, the Trustee, Collateral Trustee, the Holders and the Guarantors each Guarantor hereby irrevocably agree (to the extent required by such laws) that the obligations of such each Guarantor under its Note Guarantee and this Article Ten shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article TenAgreement, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer or conveyanceunder applicable law. Each Guarantor that makes a payment for distribution under its Note Guarantee is shall be entitled upon payment in full of all Guaranteed obligations under this Indenture to a contribution from each other Guarantor in a an amount equal to such other Guarantor’s pro rata amount portion of such payment based on the adjusted respective net assets of each Guarantorall the Guarantors at the time of such payment determined in accordance with generally accepted accounting principles in the United States.

Limitation on Guarantor Liability. Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent conveyance or a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, foreignCanadian, provincial or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, Collateral Trustee, the Holders and the Guarantors hereby irrevocably agree (to the extent required by such laws) that the obligations of such each Guarantor under its Note Guarantee and this Article Ten shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Article TenIndenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer or conveyanceapplicable law. Each Guarantor that makes a payment for distribution under its Note Guarantee is shall be entitled upon payment in full of all Guaranteed Obligations under this Indenture to a contribution from each other Guarantor in a an amount equal to such other Guarantor's pro rata amount portion of such payment based on the adjusted respective net assets of all the Guarantors at the time of such payment determined in accordance with IFRS. The obligations of each GuarantorGuarantor are subject to the limitations set forth in clause (d) of Section 4.15.

Limitation on Guarantor Liability. Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent conveyance or a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, foreign, provincial federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, Collateral Trustee, the Holders and the Guarantors hereby irrevocably agree (to the extent required by such laws) that the obligations of such each Guarantor under its Note Guarantee and this Article Ten shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article Ten10, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer or conveyanceunder applicable law. Each Guarantor that makes a payment for distribution under its Note Guarantee is will be entitled upon payment in full of all Guaranteed Obligations under this Indenture to a contribution from each other Guarantor in a pro rata amount based on the adjusted net assets of each Guarantor.other