Common use of Limitation on Subsidiary Guarantor Liability Clause in Contracts

Limitation on Subsidiary Guarantor Liability. The Subsidiary Guarantor and the Security Agent and each Tranche B Lender hereby confirms that it is the intention of all such parties that this Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for the purposes of any federal or provincial law relating to bankruptcy or insolvency to the extent applicable to this Subsidiary Guarantee. To effectuate the foregoing intention, the Security Agent, the Tranche B Lenders and the Subsidiary Guarantor hereby irrevocably agree that the obligations of the Subsidiary Guarantor under this Subsidiary Guarantee shall be limited to the maximum amount as shall, after giving effect to such maximum amount and all other contingent and fixed liabilities of the 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 Article 15 of the Finnvera Facility B Credit Agreement or under any other Subsidiary Guarantee, as applicable, result in the obligations of the Subsidiary Guarantor hereunder not constituting a fraudulent transfer or conveyance. [In addition, the liability of the Subsidiary Guarantor governed by the Companies Act (Quebec) under this Subsidiary Guarantee shall be limited to the maximum amount permitted under Section 123.66 of the Companies Act (Quebec). To that end, but only to the extent such obligations would otherwise be avoidable, the obligations of the Subsidiary Guarantor under this Subsidiary Guarantee shall be limited to the maximum amount that, after giving effect to the incurrence thereof, would not render the Subsidiary Guarantor insolvent or unable to pay its debts as they mature.]

Limitation on Subsidiary Guarantor Liability. The For purposes hereof, each Subsidiary Guarantor and the Security Agent and each Tranche B Lender hereby confirms that it is the intention of all such parties that this Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for the purposes of any federal or provincial law relating to bankruptcy or insolvency to the extent applicable to this Subsidiary Guarantee. To effectuate the foregoing intention, the Security Agent, the Tranche B Lenders and the Subsidiary Guarantor hereby irrevocably agree that the obligations of the Subsidiary Guarantor under this Subsidiary Guarantee Guarantor's liability shall be limited to the maximum lesser of (i) the aggregate amount of the Obligations of the Issuers under the Notes and this Indenture and (ii) the amount, if any, which would not have (A) rendered such Subsidiary Guarantor "insolvent" (as shallsuch term is defined in the United States Bankruptcy Code and in the Debtor and Creditor Law of the State of New York) or (B) left such Subsidiary Guarantor with unreasonably small capital at the time its Note Guarantee of the Notes was entered into; provided that, after giving effect it will be a presumption in any lawsuit or other proceeding in which a Subsidiary Guarantor is a party that the amount guaranteed pursuant to the Note Guarantee is the amount set forth in clause (i) above unless any creditor, or representative of creditors of such maximum amount and all other contingent and fixed liabilities Subsidiary Guarantor, or debtor in possession or trustee in bankruptcy of the Subsidiary Guarantor Guarantor, otherwise proves in such a lawsuit 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 Article 15 of the Finnvera Facility B Credit Agreement or under any other Subsidiary Guarantee, as applicable, result in the obligations of the Subsidiary Guarantor hereunder not constituting a fraudulent transfer or conveyance. [In addition, the aggregate liability of the Subsidiary Guarantor governed by is the Companies Act amount set forth in clause (Quebecii) under this above. In making any determination as to solvency or sufficiency of capital of a Subsidiary Guarantee Guarantor in accordance with the previous sentence, the right of such Subsidiary Guarantor to contribution from other Subsidiary Guarantors, and any other rights such Subsidiary Guarantor may have, contractual or otherwise, shall be limited to the maximum amount permitted under Section 123.66 of the Companies Act (Quebec). To that end, but only to the extent such obligations would otherwise be avoidable, the obligations of the Subsidiary Guarantor under this Subsidiary Guarantee shall be limited to the maximum amount that, after giving effect to the incurrence thereof, would not render the Subsidiary Guarantor insolvent or unable to pay its debts as they maturetaken into account.]

Limitation on Subsidiary Guarantor Liability. The For purposes hereof, each Subsidiary Guarantor's liability shall be that amount from time to time equal to the aggregate liability of such Subsidiary Guarantor and the Security Agent and each Tranche B Lender hereby confirms that it is the intention of all such parties that this Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for the purposes of any federal or provincial law relating to bankruptcy or insolvency to the extent applicable to this Subsidiary Guarantee. To effectuate the foregoing intentionthereunder, the Security Agent, the Tranche B Lenders and the Subsidiary Guarantor hereby irrevocably agree that the obligations of the Subsidiary Guarantor under this Subsidiary Guarantee but shall be limited to the maximum lesser of (i) the aggregate amount as shall, after giving effect to such maximum amount and all other contingent and fixed liabilities of the 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 the Company under the Debentures and this Indenture and (ii) the amount, if any, which would not have (A) rendered such other Subsidiary Guarantor under Article 15 "insolvent" (as such term is defined in the Bankruptcy Act and in the Debtor and Creditor Law of the Finnvera Facility B Credit Agreement State of New York) or under any other (B) left it with unreasonably small capital at the time its Subsidiary Guarantee, as applicable, result in the obligations Guarantee of the Subsidiary Guarantor hereunder not constituting a fraudulent transfer or conveyance. [In addition, the liability of the Subsidiary Guarantor governed by the Companies Act (Quebec) under this Subsidiary Guarantee shall be limited to the maximum amount permitted under Section 123.66 of the Companies Act (Quebec). To that end, but only to the extent such obligations would otherwise be avoidable, the obligations of the Subsidiary Guarantor under this Subsidiary Guarantee shall be limited to the maximum amount thatDebentures was entered into, after giving effect to the incurrence thereofof existing Indebtedness immediately prior to such time; provided that, would not render the it shall be a presumption in any lawsuit or other proceeding in which such Subsidiary Guarantor insolvent is a party that the amount guaranteed pursuant to its Subsidiary Guarantee is the amount set forth in clause (i) above unless any creditor, or unable representative of creditors of such Subsidiary Guarantor, or debtor in possession or trustee in bankruptcy of such Subsidiary Guarantor, otherwise proves in such a lawsuit that the aggregate liability of such Subsidiary Guarantor is limited to pay its debts the amount set forth in clause (ii). In making any determination as they matureto the solvency or sufficiency of capital of a Subsidiary Guarantor in accordance with the previous sentence, the right of such Subsidiary Guarantor to contribution from other Subsidiary Guarantors and any other rights such Subsidiary Guarantor may have, contractual or otherwise, shall be taken into account.]

Limitation on Subsidiary Guarantor Liability. The For purposes hereof, each Subsidiary Guarantor's liability shall be that amount from time to time equal to the aggregate liability of such Subsidiary Guarantor and the Security Agent and each Tranche B Lender hereby confirms that it is the intention of all such parties that this Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for the purposes of any federal or provincial law relating to bankruptcy or insolvency to the extent applicable to this Subsidiary Guarantee. To effectuate the foregoing intentionthereunder, the Security Agent, the Tranche B Lenders and the Subsidiary Guarantor hereby irrevocably agree that the obligations of the Subsidiary Guarantor under this Subsidiary Guarantee but shall be limited to the maximum lesser of (i) the aggregate amount as shall, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Obligations of the Company under the Notes and this Indenture and (ii) the amount, if any, which would not have (A) rendered such Subsidiary Guarantor that are relevant under "insolvent" (as such laws, term is defined in the Bankruptcy Code 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 the Debtor and Creditor Law of the obligations State of such other Subsidiary Guarantor under Article 15 New York) or (B) left it with unreasonably small capital at the time its Guarantee of the Finnvera Facility B Credit Agreement or under any other Subsidiary Guarantee, as applicable, result in the obligations of the Subsidiary Guarantor hereunder not constituting a fraudulent transfer or conveyance. [In addition, the liability of the Subsidiary Guarantor governed by the Companies Act (Quebec) under this Subsidiary Guarantee shall be limited to the maximum amount permitted under Section 123.66 of the Companies Act (Quebec). To that end, but only to the extent such obligations would otherwise be avoidable, the obligations of the Subsidiary Guarantor under this Subsidiary Guarantee shall be limited to the maximum amount thatNotes was entered into, after giving effect to the incurrence thereofof existing Indebtedness immediately prior to such time; provided that, would not render the it shall be a presumption in any lawsuit or other proceeding in which such Subsidiary Guarantor insolvent is a party that the amount guaranteed pursuant to its Guarantee is the amount set forth in clause (i) above unless any creditor, or unable representative of creditors of such Subsidiary Guarantor, or debtor in possession or trustee in bankruptcy of such Subsidiary Guarantor, otherwise proves in such a lawsuit that the aggregate liability of such Subsidiary Guarantor is limited to pay its debts the amount set forth in clause (ii). In making any determination as they matureto the solvency or sufficiency of capital of a Subsidiary Guarantor in accordance with the previous sentence, the right of such Subsidiary Guarantor to contribution from other Subsidiary Guarantors and any other rights such Subsidiary Guarantor may have, contractual or otherwise, shall be taken into account.]

Limitation on Subsidiary Guarantor Liability. The Each Subsidiary Guarantor Guarantor, and the Security Agent and by its acceptance of Notes, each Tranche B Lender Holder, hereby confirms that it is the intention of all such parties that this the Subsidiary Guarantee of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for the purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or provincial state law relating to bankruptcy or insolvency to the extent applicable to this any Subsidiary Guarantee. The Subsidiary Guarantee does not apply to any liability to the extent that it would result in the Subsidiary Guarantee constituting unlawful financial assistance as prohibited by sections 678 and/or 679 of the Companies Act 2006 of the United Kingdom. To effectuate the foregoing intention, the Security Trustee, the Collateral Agent, the Tranche B Lenders Holders and the Subsidiary Guarantor Guarantors hereby irrevocably agree that the obligations of the each Subsidiary Guarantor under this its Subsidiary Guarantee shall will be limited to the maximum amount as shallwill, after giving effect to such maximum amount and all other contingent and fixed liabilities of the such Subsidiary Guarantor (including, without limitation, any Guarantees under the Senior Credit Facility) 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 Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article 15 of the Finnvera Facility B Credit Agreement or under any other Subsidiary Guarantee, as applicable10, result in the obligations of the such Subsidiary Guarantor hereunder under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer or conveyanceunder applicable law. [In addition, Any Subsidiary Guarantor that makes a payment under its Subsidiary Guarantee will be entitled upon payment in full of all Obligations Guaranteed under this Indenture to a contribution from each other Subsidiary Guarantor in an amount equal to such other Subsidiary Guarantor’s pro rata portion of such payment based on the liability respective net assets of all the Subsidiary Guarantor governed by Guarantors at the Companies Act (Quebec) under this Subsidiary Guarantee shall be limited to the maximum amount permitted under Section 123.66 time of the Companies Act (Quebec). To that end, but only to the extent such obligations would otherwise be avoidable, the obligations of the Subsidiary Guarantor under this Subsidiary Guarantee shall be limited to the maximum amount that, after giving effect to the incurrence thereof, would not render the Subsidiary Guarantor insolvent or unable to pay its debts as they maturepayment determined in accordance with GAAP.]

Limitation on Subsidiary Guarantor Liability. The (a) Each Subsidiary Guarantor Guarantor, and by its acceptance of the Security Agent and Notes, each Tranche B Lender Holder, hereby confirms that it is the intention of all such parties that this the Subsidiary Guarantee Guaranty of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for the purposes of any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or provincial state law relating to bankruptcy or insolvency to the extent applicable to this any Subsidiary GuaranteeGuaranty. To effectuate the foregoing intention, the Security AgentTrustee, the Tranche B Lenders Holders and the Subsidiary Guarantor Guarantors hereby irrevocably agree that each Subsidiary Guarantor’s liability shall be that amount from time to time equal to the obligations aggregate liability of the such Subsidiary Guarantor under this the Subsidiary Guarantee Guaranty, but shall be limited to the maximum lesser of (a) the aggregate amount as shallof the Company’s obligations under the Notes and this Indenture or (b) the amount, after giving effect to such maximum amount and all other contingent and fixed liabilities of if any, which would not have (1) rendered the Subsidiary Guarantor that are relevant under “insolvent” (as such laws, term is defined in the Federal Bankruptcy Code 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 the Debtor and Creditor Law of the obligations State of such other New York) or (2) left it with unreasonably small capital at the time its Subsidiary Guarantor under Article 15 of the Finnvera Facility B Credit Agreement or under any other Subsidiary Guarantee, as applicable, result in the obligations of the Subsidiary Guarantor hereunder not constituting a fraudulent transfer or conveyance. [In addition, the liability of the Subsidiary Guarantor governed by the Companies Act (Quebec) under this Subsidiary Guarantee shall be limited Guaranty with respect to the maximum amount permitted under Section 123.66 of the Companies Act (Quebec). To that end, but only to the extent such obligations would otherwise be avoidable, the obligations of the Subsidiary Guarantor under this Subsidiary Guarantee shall be limited to the maximum amount thatNotes was entered into, after giving effect to the incurrence thereofof existing Debt immediately before such time; provided, would not render however, it shall be a presumption in any lawsuit or proceeding in which a Subsidiary Guarantor is a party that the amount guaranteed pursuant to the Subsidiary Guaranty with respect to the Notes is the amount described in clause (a) above unless any creditor, or representative of creditors of the Subsidiary Guarantor, or debtor in possession or trustee in bankruptcy of the Subsidiary Guarantor, otherwise proves in a lawsuit that the aggregate liability of the Subsidiary Guarantor insolvent is limited to the amount described in clause (b). (b) In making any determination as to the solvency or unable sufficiency of capital of a Subsidiary Guarantor in accordance with the proviso of Section 10.02(a), the right of each Subsidiary Guarantor to pay its debts as they maturecontribution from other Subsidiary Guarantors and any other rights such Subsidiary Guarantor may have, contractual or otherwise, shall be taken into account.]

Limitation on Subsidiary Guarantor Liability. The For purposes hereof, each Subsidiary Guarantor’s liability shall be that amount from time to time equal to the aggregate liability of such Subsidiary Guarantor and the Security Agent and each Tranche B Lender hereby confirms that it is the intention of all such parties that this Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for the purposes of any federal or provincial law relating to bankruptcy or insolvency to the extent applicable to this Subsidiary Guarantee. To effectuate the foregoing intentionthereunder, the Security Agent, the Tranche B Lenders and the Subsidiary Guarantor hereby irrevocably agree that the obligations of the Subsidiary Guarantor under this Subsidiary Guarantee but shall be limited to the maximum lesser of (i) the aggregate amount as shall, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Obligations of the Company under the Securities and this Indenture and (ii) the amount, if any, which would not have (A) rendered such Subsidiary Guarantor that are relevant under “insolvent” (as such laws, term is defined in the Bankruptcy Code 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 the Debtor and Creditor Law of the obligations State of such other Subsidiary Guarantor under Article 15 New York) or (B) left it with unreasonably small capital at the time its Guarantee of the Finnvera Facility B Credit Agreement or under any other Subsidiary Guarantee, as applicable, result in the obligations of the Subsidiary Guarantor hereunder not constituting a fraudulent transfer or conveyance. [In addition, the liability of the Subsidiary Guarantor governed by the Companies Act (Quebec) under this Subsidiary Guarantee shall be limited to the maximum amount permitted under Section 123.66 of the Companies Act (Quebec). To that end, but only to the extent such obligations would otherwise be avoidable, the obligations of the Subsidiary Guarantor under this Subsidiary Guarantee shall be limited to the maximum amount thatSecurities was entered into, after giving effect to the incurrence thereofof existing Indebtedness immediately prior to such time; provided that, would not render the it shall be a presumption in any lawsuit or other proceeding in which such Subsidiary Guarantor insolvent is a party that the amount guaranteed pursuant to its Guarantee is the amount set forth in clause (i) above unless any creditor, or unable representative of creditors of such Subsidiary Guarantor, or debtor in possession or trustee in bankruptcy of such Subsidiary Guarantor, otherwise proves in such a lawsuit that the aggregate liability of such Subsidiary Guarantor is limited to pay its debts the amount set forth in clause (ii). In making any determination as they matureto the solvency or sufficiency of capital of a Subsidiary Guarantor in accordance with the previous sentence, the right of such Subsidiary Guarantor to contribution from other Subsidiary Guarantors and any other rights such Subsidiary Guarantor may have, contractual or otherwise, shall be taken into account.]

Limitation on Subsidiary Guarantor Liability. The Each Subsidiary Guarantor Guarantor, and by its acceptance of Notes, each Holder of the Security Agent and each Tranche B Lender Notes, hereby confirms that it is the intention of all such parties that this the Subsidiary Guarantee of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for the purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any federal similar Federal or provincial state law relating to bankruptcy or insolvency to the extent applicable to this any Subsidiary Guarantee. To effectuate the foregoing intention, the Security AgentTrustee, the Tranche B Lenders Holders of the Notes and the Subsidiary Guarantor Guarantors hereby irrevocably agree that the obligations of the each Subsidiary Guarantor under this its Subsidiary Guarantee shall and this Indenture will be limited to the maximum amount as shallwill, after giving effect to such maximum amount and all other contingent and fixed liabilities of the 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 Article 15 of the Finnvera Facility B Credit Agreement or under any other its Subsidiary Guarantee, as applicableGuarantee and this Indenture, result in the obligations of the such Subsidiary Guarantor hereunder under its Subsidiary Guarantee and this Indenture not constituting a fraudulent conveyance or fraudulent transfer or conveyanceunder such laws. [In additionNotwithstanding anything to the contrary in this Indenture, the liability aggregate amount of the Subsidiary Note Obligations guaranteed by any Guarantor governed by the Companies Act (Quebec) under this Subsidiary Guarantee Indenture shall be limited to capped at, and shall not exceed, the maximum amount permitted to be guaranteed by such Guarantor under Section 123.66 the terms of any applicable Secured Debt outstanding as of the Companies Act (Quebec)Issue Date. To Each Subsidiary Guarantor that endmakes a payment under its Subsidiary 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, but only to so long as the extent exercise of such obligations would otherwise be avoidable, right does not impair the obligations rights of the Subsidiary Guarantor Holders of the Notes under this Subsidiary Guarantee shall be limited to the maximum amount that, after giving effect to the incurrence thereof, would not render the Subsidiary Guarantor insolvent or unable to pay its debts as they matureGuarantee.]

Limitation on Subsidiary Guarantor Liability. The For purposes hereof, each Subsidiary Guarantor and the Security Agent and each Tranche B Lender hereby confirms that it is the intention of all such parties that this Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for the purposes of any federal or provincial law relating to bankruptcy or insolvency to the extent applicable to this Subsidiary Guarantee. To effectuate the foregoing intention, the Security Agent, the Tranche B Lenders and the Subsidiary Guarantor hereby irrevocably agree that the obligations of the Subsidiary Guarantor under this Subsidiary Guarantee Guarantor's liability shall be limited to the maximum lesser of (i) the aggregate amount of the Obligations of the Company under the Senior Notes and this Indenture and (ii) the amount, if any, which would not have (A) rendered such Subsidiary Guarantor "insolvent" (as shallsuch term is defined in the Bankruptcy Law and in the Debtor and Creditor Law of the State of New York) or (B) left such Subsidiary Guarantor with unreasonably small capital at the time its Subsidiary Guarantee of the Senior Notes was entered into; provided that, after giving effect it will be a presumption in any lawsuit or other proceeding in which a Subsidiary Guarantor is a party that the amount guaranteed pursuant to the Subsidiary Guarantee is the amount set Indenture forth in clause (i) above unless any creditor, or representative of creditors of such maximum amount and all other contingent and fixed liabilities Subsidiary Guarantor, or debtor in possession or trustee in bankruptcy of the Subsidiary Guarantor Guarantor, otherwise proves in such a lawsuit 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 Article 15 of the Finnvera Facility B Credit Agreement or under any other Subsidiary Guarantee, as applicable, result in the obligations of the Subsidiary Guarantor hereunder not constituting a fraudulent transfer or conveyance. [In addition, the aggregate liability of the Subsidiary Guarantor governed by is the Companies Act amount set forth in clause (Quebecii) under this above. In making any determination as to solvency or sufficiency of capital of a Subsidiary Guarantee Guarantor in accordance with the previous sentence, the right of such Subsidiary Guarantor to contribution from other Subsidiary Guarantors, and any other rights such Subsidiary Guarantor may have, contractual or otherwise, shall be limited to the maximum amount permitted under Section 123.66 of the Companies Act (Quebec). To that end, but only to the extent such obligations would otherwise be avoidable, the obligations of the Subsidiary Guarantor under this Subsidiary Guarantee shall be limited to the maximum amount that, after giving effect to the incurrence thereof, would not render the Subsidiary Guarantor insolvent or unable to pay its debts as they maturetaken into account.]

Limitation on Subsidiary Guarantor Liability. The For purposes hereof, each Subsidiary Guarantor and the Security Agent and each Tranche B Lender hereby confirms that it is the intention of all such parties that this Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for the purposes of any federal or provincial law relating to bankruptcy or insolvency to the extent applicable to this Subsidiary Guarantee. To effectuate the foregoing intention, the Security Agent, the Tranche B Lenders and the Subsidiary Guarantor hereby irrevocably agree that the obligations of the Subsidiary Guarantor under this Subsidiary Guarantee Guarantor's liability shall be limited to the maximum lesser of (i) the aggregate amount of the Obligations of the Company under the Notes and this Indenture and (ii) the amount, if any, which would not have (A) rendered such Subsidiary Guarantor "insolvent" (as shallsuch term is defined in the United States Bankruptcy Code and in the Debtor and Creditor Law of the State of New York) or (B) left such Subsidiary Guarantor with unreasonably small capital at the time its Subsidiary Guarantee of the Notes was entered into; provided that, after giving effect it will be a presumption in any lawsuit or other proceeding in which a Subsidiary Guarantor is a party that the amount guaranteed pursuant to the Subsidiary Guarantee is the amount set forth in clause (i) above unless any creditor, or representative of creditors of such maximum amount and all other contingent and fixed liabilities Subsidiary Guarantor, or debtor in possession or trustee in bankruptcy of the Subsidiary Guarantor Guarantor, otherwise proves in such a lawsuit 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 Article 15 of the Finnvera Facility B Credit Agreement or under any other Subsidiary Guarantee, as applicable, result in the obligations of the Subsidiary Guarantor hereunder not constituting a fraudulent transfer or conveyance. [In addition, the aggregate liability of the Subsidiary Guarantor governed by is the Companies Act amount set forth in clause (Quebecii) under this above. In making any determination as to solvency or sufficiency of capital of a Subsidiary Guarantee Guarantor in accordance with the previous sentence, the right of such Subsidiary Guarantor to contribution from other Subsidiary Guarantors, and any other rights such Subsidiary Guarantor may have, contractual or otherwise, shall be limited to the maximum amount permitted under Section 123.66 of the Companies Act (Quebec). To that end, but only to the extent such obligations would otherwise be avoidable, the obligations of the Subsidiary Guarantor under this Subsidiary Guarantee shall be limited to the maximum amount that, after giving effect to the incurrence thereof, would not render the Subsidiary Guarantor insolvent or unable to pay its debts as they maturetaken into account.]

Limitation on Subsidiary Guarantor Liability. The For purposes hereof, each Subsidiary Guarantor and the Security Agent and each Tranche B Lender hereby confirms that it is the intention of all such parties that this Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for the purposes of any federal or provincial law relating to bankruptcy or insolvency to the extent applicable to this Subsidiary Guarantee. To effectuate the foregoing intention, the Security Agent, the Tranche B Lenders and the Subsidiary Guarantor hereby irrevocably agree that the obligations of the Subsidiary Guarantor under this Subsidiary Guarantee Guarantor's liability shall be limited to the maximum lesser of (a) the aggregate amount of the Obligations of the Company under the Notes and this Indenture and (b) the amount, if any, which would not have (i) rendered such Subsidiary Guarantor "insolvent" (as shallsuch term is defined in applicable Bankruptcy Law) or (ii) left such Subsidiary Guarantor with unreasonably small capital at the time its Subsidiary Guarantee was entered into; provided, after giving effect however, that, it will be a presumption in any lawsuit or other proceeding in which a Subsidiary Guarantor is a party that the amount guaranteed pursuant to the Subsidiary Guarantee is the amount set forth in clause (a) above unless any creditor, or representative of creditors of such maximum amount and all other contingent and fixed liabilities Subsidiary Guarantor, or debtor in possession or trustee in bankruptcy of the Subsidiary Guarantor Guarantor, otherwise proves in such a lawsuit 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 Article 15 of the Finnvera Facility B Credit Agreement or under any other Subsidiary Guarantee, as applicable, result in the obligations of the Subsidiary Guarantor hereunder not constituting a fraudulent transfer or conveyance. [In addition, the aggregate liability of the Subsidiary Guarantor governed by is the Companies Act amount set forth in clause (Quebecb) under this above. In making any determination as to solvency or sufficiency of capital of a Subsidiary Guarantee Guarantor in accordance with the previous sentence, the right of such Subsidiary Guarantor to contribution from other Subsidiary Guarantors, and any other rights such Subsidiary Guarantor may have, contractual or otherwise, shall be limited to the maximum amount permitted under Section 123.66 of the Companies Act (Quebec). To that end, but only to the extent such obligations would otherwise be avoidable, the obligations of the Subsidiary Guarantor under this Subsidiary Guarantee shall be limited to the maximum amount that, after giving effect to the incurrence thereof, would not render the Subsidiary Guarantor insolvent or unable to pay its debts as they maturetaken into account.]

Limitation on Subsidiary Guarantor Liability. The For purposes hereof, each Subsidiary Guarantor's liability shall be that amount from time to time equal to the aggregate liability of such Subsidiary Guarantor and the Security Agent and each Tranche B Lender hereby confirms that it is the intention of all such parties that this Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for the purposes of any federal or provincial law relating to bankruptcy or insolvency to the extent applicable to this Subsidiary Guarantee. To effectuate the foregoing intentionthereunder, the Security Agent, the Tranche B Lenders and the Subsidiary Guarantor hereby irrevocably agree that the obligations of the Subsidiary Guarantor under this Subsidiary Guarantee but shall be limited to the maximum lesser of (i) the aggregate amount as shall, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Obligations of the Company under the Securities and this Indenture and (ii) the amount, if any, which would not have (A) rendered such Subsidiary Guarantor that are relevant under "INSOLVENT" (as such laws, term is defined in the federal Bankruptcy Law 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 the Debtor and Creditor Law of the obligations State of such other New York) or (B) left it with unreasonably small capital at the time its Subsidiary Guarantor under Article 15 Guarantee of the Finnvera Facility B Credit Agreement or under any other Subsidiary Guarantee, as applicable, result in the obligations of the Subsidiary Guarantor hereunder not constituting a fraudulent transfer or conveyance. [In addition, the liability of the Subsidiary Guarantor governed by the Companies Act (Quebec) under this Subsidiary Guarantee shall be limited to the maximum amount permitted under Section 123.66 of the Companies Act (Quebec). To that end, but only to the extent such obligations would otherwise be avoidable, the obligations of the Subsidiary Guarantor under this Subsidiary Guarantee shall be limited to the maximum amount thatSecurities was entered into, after giving effect to the incurrence thereofof existing Indebtedness immediately prior to such time; PROVIDED that, would not render the it shall be a presumption in any lawsuit or other proceeding in which such Subsidiary Guarantor insolvent is a party that the amount guaranteed pursuant to its Subsidiary Guarantee is the amount set forth in clause (i) above unless any creditor, or unable representative of creditors of such Subsidiary Guarantor, or debtor in possession or trustee in bankruptcy of such Subsidiary Guarantor, otherwise proves in such a lawsuit that the aggregate liability of such Subsidiary Guarantor is limited to pay its debts the amount set forth in clause (ii). In making any determination as they matureto the solvency or sufficiency of capital of a Subsidiary Guarantor in accordance with the previous sentence, the right of such Subsidiary Guarantor to contribution from other Subsidiary Guarantors and any other rights such Subsidiary Guarantor may have, contractual or otherwise, shall be taken into account.]

Limitation on Subsidiary Guarantor Liability. The For purposes hereof, each Subsidiary Guarantor's liability shall be that amount from time to time equal to the aggregate liability of such Subsidiary Guarantor and the Security Agent and each Tranche B Lender hereby confirms that it is the intention of all such parties that this Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for the purposes of any federal or provincial law relating to bankruptcy or insolvency to the extent applicable to this Subsidiary Guarantee. To effectuate the foregoing intentionthereunder, the Security Agent, the Tranche B Lenders and the Subsidiary Guarantor hereby irrevocably agree that the obligations of the Subsidiary Guarantor under this Subsidiary Guarantee but shall be limited to the maximum lesser of (i) the aggregate amount as shall, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Obligations of the Company under the Notes and this Indenture and (ii) the amount, if any, which would not have (A) rendered such Subsidiary Guarantor that are relevant under "insolvent" (as such laws, term is defined in the federal Bankruptcy Law 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 the Debtor and Creditor Law of the obligations State of such other New York) or (B) left it with unreasonably small capital at the time its Subsidiary Guarantor under Article 15 Guarantee of the Finnvera Facility B Credit Agreement or under any other Subsidiary Guarantee, as applicable, result in the obligations of the Subsidiary Guarantor hereunder not constituting a fraudulent transfer or conveyance. [In addition, the liability of the Subsidiary Guarantor governed by the Companies Act (Quebec) under this Subsidiary Guarantee shall be limited to the maximum amount permitted under Section 123.66 of the Companies Act (Quebec). To that end, but only to the extent such obligations would otherwise be avoidable, the obligations of the Subsidiary Guarantor under this Subsidiary Guarantee shall be limited to the maximum amount thatNotes was entered into, after giving effect to the incurrence thereofof existing Indebtedness immediately prior to such time; provided that, would not render the it shall be a presumption in any lawsuit or other proceeding in which such Subsidiary Guarantor insolvent is a party that the amount guaranteed pursuant to its Subsidiary Guarantee is the amount set forth in clause (i) above unless any creditor, or unable representative of creditors of such Subsidiary Guarantor, or debtor in possession or trustee in bankruptcy of such Subsidiary Guarantor, otherwise proves in such a lawsuit that the aggregate liability of such Subsidiary Guarantor is limited to pay its debts the amount set forth in clause (ii). In making any determination as they matureto the solvency or sufficiency of capital of a Subsidiary Guarantor in accordance with the previous sentence, the right of such Subsidiary Guarantor to contribution from other Subsidiary Guarantors and any other rights such Subsidiary Guarantor may have, contractual or otherwise, shall be taken into account.]

Limitation on Subsidiary Guarantor Liability. The For purposes hereof, each Subsidiary Guarantor's liability shall be that amount from time to time equal to the aggregate liability of such Subsidiary Guarantor and the Security Agent and each Tranche B Lender hereby confirms that it is the intention of all such parties that this Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for the purposes of any federal or provincial law relating to bankruptcy or insolvency to the extent applicable to this Subsidiary Guarantee. To effectuate the foregoing intentionthereunder, the Security Agent, the Tranche B Lenders and the Subsidiary Guarantor hereby irrevocably agree that the obligations of the Subsidiary Guarantor under this Subsidiary Guarantee but shall be limited to the maximum lesser of (i) the aggregate amount as shall, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Obligations of the Company under the Notes and this Indenture and (ii) the amount, if any, which would not have (A) rendered such Subsidiary Guarantor that are relevant under "insolvent" (as such laws, term is defined in the federal Bankruptcy Law 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 the Debtor and Creditor Law of the obligations State of such other Subsidiary Guarantor under Article 15 New York) or (B) left it with unreasonably small capital at the time its Guarantee of the Finnvera Facility B Credit Agreement or under any other Subsidiary Guarantee, as applicable, result in the obligations of the Subsidiary Guarantor hereunder not constituting a fraudulent transfer or conveyance. [In addition, the liability of the Subsidiary Guarantor governed by the Companies Act (Quebec) under this Subsidiary Guarantee shall be limited to the maximum amount permitted under Section 123.66 of the Companies Act (Quebec). To that end, but only to the extent such obligations would otherwise be avoidable, the obligations of the Subsidiary Guarantor under this Subsidiary Guarantee shall be limited to the maximum amount thatNotes was entered into, after giving effect to the incurrence thereofof existing Indebtedness immediately prior to such time; provided that, would not render the it shall be a presumption in any lawsuit or other proceeding in which such Subsidiary Guarantor insolvent is a party that the amount guaranteed pursuant to its Guarantee is the amount set forth in clause (i) above unless any creditor, or unable representative of creditors of such Subsidiary Guarantor, or debtor in possession or trustee in bankruptcy of such Subsidiary Guarantor, otherwise proves in such a lawsuit that the aggregate liability of such Subsidiary Guarantor is limited to pay its debts the amount set forth in clause (ii). In making any determination as they matureto the solvency or sufficiency of capital of a Subsidiary Guarantor in accordance with the previous sentence, the right of such Subsidiary Guarantor to contribution from other Subsidiary Guarantors and any other rights such Subsidiary Guarantor may have, contractual or otherwise, shall be taken into account.]

Limitation on Subsidiary Guarantor Liability. The Subsidiary Guarantor and the Security Agent and each Tranche B Lender hereby confirms that it is the intention of all such parties that this Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for the For purposes of any federal or provincial law relating to bankruptcy or insolvency to the extent applicable to this Subsidiary Guarantee. To effectuate the foregoing intentionhereof, the Security Agent, the Tranche B Lenders and the Subsidiary Guarantor hereby irrevocably agree that the obligations of the each Subsidiary Guarantor under this its Subsidiary Guarantee shall be limited to the maximum lesser of (i) the aggregate amount of the Obligations of the Company under the Notes and this Indenture and (ii) the amount, if any, which would not have (A) rendered such Subsidiary Guarantor "insolvent" (as shallsuch term is defined in the United States Bankruptcy Code and in the Debtor and Creditor Law of the State of New York) or (B) left such Subsidiary Guarantor with unreasonably small capital at the time its Subsidiary Guarantee of the Notes was entered into; PROVIDED that it will be a presumption in any lawsuit or other proceeding in which a Subsidiary Guarantor is a party that the amount guaranteed pursuant to the Subsidiary Guarantee is the amount set forth in clause (i) above unless any creditor, after giving effect to or representative of creditors of such maximum amount and all other contingent and fixed liabilities Subsidiary Guarantor, or debtor in possession or trustee in bankruptcy of the Subsidiary Guarantor Guarantor, otherwise proves in such a lawsuit 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 Article 15 of the Finnvera Facility B Credit Agreement or under any other Subsidiary Guarantee, as applicable, result in the obligations of the Subsidiary Guarantor hereunder not constituting a fraudulent transfer or conveyance. [In addition, the aggregate liability of the Subsidiary Guarantor governed by is the Companies Act amount set forth in clause (Quebecii) under this above. In making any determination as to solvency or sufficiency of capital of a Subsidiary Guarantee Guarantor in accordance with the previous sentence, the right of such Subsidiary Guarantor to contribution from other Subsidiary Guarantors, and any other rights such Subsidiary Guarantor may have, shall be limited to the maximum amount permitted under Section 123.66 of the Companies Act (Quebec). To that end, but only to the extent such obligations would otherwise be avoidable, the obligations of the Subsidiary Guarantor under this Subsidiary Guarantee shall be limited to the maximum amount that, after giving effect to the incurrence thereof, would not render the Subsidiary Guarantor insolvent or unable to pay its debts as they maturetaken into account.]

Limitation on Subsidiary Guarantor Liability. The Each Subsidiary Guarantor Guarantor, and the Security Agent and by its acceptance of Notes, each Tranche B Lender Holder, hereby confirms that it is the intention of all such parties that this the Subsidiary Guarantee of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for the purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or provincial state law relating to bankruptcy or insolvency to the extent applicable to this any Subsidiary Guarantee. To effectuate the foregoing intention, the Security AgentTrustee, the Tranche B Lenders Holders and the Subsidiary Guarantor Guarantors hereby irrevocably agree that the obligations of the such Subsidiary Guarantor under this Subsidiary Guarantee Article 10 shall be limited to the maximum amount as shall, after giving effect to such maximum amount and all other contingent and fixed liabilities of the such Subsidiary Guarantor that are relevant under such laws, including, if applicable, its guarantee of all obligations under the Credit Agreement, 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 15 of the Finnvera Facility B Credit Agreement or under any other Subsidiary Guarantee, as applicable10, result in the obligations of the such Subsidiary Guarantor hereunder under its Subsidiary Guarantee not constituting a fraudulent transfer or conveyance. [In addition, the liability of the each Subsidiary Guarantor governed by the Companies Act COMPANIES ACT (Quebec) under this its Subsidiary Guarantee shall be limited to the maximum amount permitted under Section 123.66 of the Companies Act COMPANIES ACT (Quebec). To that end, but only to the extent such obligations would otherwise be avoidable, the obligations of the Subsidiary Guarantor under this Subsidiary Guarantee Article shall be limited to the maximum amount that, after giving effect to the incurrence thereof, would not render the Subsidiary Guarantor insolvent or unable to pay its debts as they mature.]

Limitation on Subsidiary Guarantor Liability. The (a) Each Subsidiary Guarantor Guarantor, and the Security Agent and by its acceptance of Notes, each Tranche B Lender Holder, hereby confirms that it is the intention of all such parties that this the Subsidiary Guarantee Guaranty of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for the purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any federal similar federal, provincial, state or provincial other law relating to bankruptcy or insolvency to the extent applicable to this any Subsidiary GuaranteeGuaranty. To effectuate the foregoing intention, the Security AgentTrustee, the Tranche B Lenders Holders and the Subsidiary Guarantor Guarantors hereby irrevocably agree that each Subsidiary Guarantor's liability shall be that amount from time to time equal to the obligations aggregate liability of the such Subsidiary Guarantor under this the Subsidiary Guarantee Guaranty, but shall be limited to the maximum lesser of (i) the aggregate amount as shallof the Company's obligations under the Notes and this Indenture or (ii) the amount, after giving effect to such maximum amount and all other contingent and fixed liabilities of if any, which would not have (1) rendered the Subsidiary Guarantor that are relevant under "insolvent" (as such laws, term is defined in the Federal Bankruptcy Code 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 the Debtor and Creditor Law of the obligations State of such other New York) or (2) left it with unreasonably small capital at the time its Subsidiary Guarantor under Article 15 of the Finnvera Facility B Credit Agreement or under any other Subsidiary Guarantee, as applicable, result in the obligations of the Subsidiary Guarantor hereunder not constituting a fraudulent transfer or conveyance. [In addition, the liability of the Subsidiary Guarantor governed by the Companies Act (Quebec) under this Subsidiary Guarantee shall be limited Guaranty with respect to the maximum amount permitted under Section 123.66 of the Companies Act (Quebec). To that end, but only to the extent such obligations would otherwise be avoidable, the obligations of the Subsidiary Guarantor under this Subsidiary Guarantee shall be limited to the maximum amount thatNotes was entered into, after giving effect to the incurrence thereofof existing Debt immediately before such time; provided, would not render however, it shall be a presumption in any lawsuit or proceeding in which a Subsidiary Guarantor is a party that the amount guaranteed pursuant to the Subsidiary Guaranty with respect to the Notes is the amount described in clause (a)(i) of this Section 10.02 unless any creditor, or representative of creditors of the Subsidiary Guarantor, or debtor in possession or Trustee in bankruptcy of the Subsidiary Guarantor, otherwise proves in a lawsuit that the aggregate liability of the Subsidiary Guarantor insolvent or unable is limited to pay its debts as they maturethe amount described in clause (ii) of this Section 10.]

Limitation on Subsidiary Guarantor Liability. The (a) Each Subsidiary Guarantor Guarantor, and the Security Agent and by its acceptance of Notes, each Tranche B Lender Holder, hereby confirms that it is the intention of all such parties that this the guarantee of such Subsidiary Guarantee Guarantor not constitute a fraudulent transfer or conveyance for the purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or provincial state law relating to bankruptcy or insolvency to the extent applicable to this Subsidiary Guaranteeany guarantee. To effectuate the foregoing intention, the Security AgentTrustee, the Tranche B Lenders Holders and the Subsidiary Guarantor Guarantors hereby irrevocably agree that each Subsidiary Guarantor’s liability shall be that amount from time to time equal to the obligations aggregate liability of the such Subsidiary Guarantor under this Subsidiary Guarantee the guarantee, but shall be limited to the maximum lesser of (a) the aggregate amount as shallof the Company’s obligations under the Notes and this Indenture or (b) the amount, after giving effect to such maximum amount and all other contingent and fixed liabilities of if any, which would not have (1) rendered the Subsidiary Guarantor that are relevant under “insolvent” (as such laws, term is defined in the Federal Bankruptcy Code 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 the Debtor and Creditor Law of the obligations State of such other Subsidiary Guarantor under Article 15 of New York) or (2) left it with unreasonably small capital at the Finnvera Facility B Credit Agreement or under any other Subsidiary Guarantee, as applicable, result in the obligations of the Subsidiary Guarantor hereunder not constituting a fraudulent transfer or conveyance. [In addition, the liability of the Subsidiary Guarantor governed by the Companies Act (Quebec) under this Subsidiary Guarantee shall be limited time its guarantee with respect to the maximum amount permitted under Section 123.66 of the Companies Act (Quebec). To that end, but only to the extent such obligations would otherwise be avoidable, the obligations of the Subsidiary Guarantor under this Subsidiary Guarantee shall be limited to the maximum amount thatNotes was entered into, after giving effect to the incurrence thereofof existing Indebtedness immediately before such time; provided, would not render however, it shall be a presumption in any lawsuit or proceeding in which a Subsidiary Guarantor is a party that the amount guaranteed pursuant to the Subsidiary Guarantee with respect to the Notes is the amount described in clause (a) above unless any creditor, or representative of creditors of the Subsidiary Guarantor, or debtor in possession or Trustee in bankruptcy of the Subsidiary Guarantor, otherwise proves in a lawsuit that the aggregate liability of the Subsidiary Guarantor insolvent is limited to the amount described in clause (b). (b) In making any determination as to the solvency or unable sufficiency of capital of a Subsidiary Guarantor in accordance with the proviso of Section 10.2(a), the right of each Subsidiary Guarantor to pay its debts as they maturecontribution from other Guarantors and any other rights such Subsidiary Guarantor may have, contractual or otherwise, shall be taken into account.]