Common use of Limitation on Subsidiary Guarantor Liability Clause in Contracts

Limitation on Subsidiary Guarantor Liability. 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 thereunder, but shall be limited to the 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 such term is defined in the federal Bankruptcy Law and in the Debtor and Creditor Law of the State of New York) or (B) left it with unreasonably small capital at the time its Subsidiary Guarantee of the Notes was entered into, after giving effect to the incurrence of existing Indebtedness immediately prior to such time; provided that, it shall be a presumption in any lawsuit or other proceeding in which such Subsidiary Guarantor 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 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 the amount set forth in clause (ii). In making any determination as to 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. For purposes hereof, the obligations of each Subsidiary Guarantor's liability shall be that amount from time to time equal to the aggregate liability of such Guarantor under its Subsidiary Guarantor thereunder, but Guarantee shall be limited to the lesser of (i) the aggregate amount of the obligations 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 such term is defined in the federal United States Bankruptcy Law Code and in the Debtor and Creditor Law of the State of New York) or (B) left it such Subsidiary Guarantor with unreasonably small capital at the time its Subsidiary Guarantee of the Notes was entered into, after giving effect to the incurrence of existing Indebtedness immediately prior to such time; provided that, that it shall will be a presumption in any lawsuit or other proceeding in which such a Subsidiary Guarantor is a party that the amount guaranteed pursuant to its the Subsidiary Guarantee is the amount set forth in clause (i) above unless any creditor, or representative of creditors of such Subsidiary Guarantor, or debtor in possession or trustee in bankruptcy of such the Subsidiary Guarantor, otherwise proves in such a lawsuit that the aggregate liability of such the Subsidiary Guarantor is limited to the amount set forth in clause (ii)) above. In making any determination as to 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 Guarantors, and any other rights such Subsidiary Guarantor may have, contractual or otherwise, shall be taken into account.

Limitation on Subsidiary Guarantor Liability. For 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 hereof, each Subsidiary Guarantor's liability shall be that amount from time of any federal or provincial law relating to time equal bankruptcy or insolvency to the aggregate liability of such extent applicable to this Subsidiary Guarantee. To effectuate the foregoing intention, the Security Agent, the Tranche B Lenders and the Subsidiary Guarantor thereunder, but hereby irrevocably agree that the obligations of the Subsidiary Guarantor under this Subsidiary Guarantee shall be limited to the lesser maximum amount as shall, after giving effect to such maximum amount and all other contingent and fixed liabilities of (i) the aggregate amount 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 Notes and this Indenture and (ii) the amount, if any, which would not have (A) rendered such other Subsidiary Guarantor "insolvent" (under Article 15 of the Finnvera Facility B Credit Agreement or under any other Subsidiary Guarantee, as such term is defined applicable, result in the federal Bankruptcy Law and in the Debtor and Creditor Law obligations of the State Subsidiary Guarantor hereunder not constituting a fraudulent transfer or conveyance. [In addition, the liability of New Yorkthe Subsidiary Guarantor governed by the Companies Act (Quebec) or (B) left it with unreasonably small capital at the time its under this Subsidiary Guarantee shall be limited to the maximum amount permitted under Section 123.66 of the Notes was entered intoCompanies 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 of existing Indebtedness immediately prior to such time; provided thatthereof, it shall be a presumption in any lawsuit or other proceeding in which such would not render the Subsidiary Guarantor is a party that the amount guaranteed pursuant insolvent or unable to pay its Subsidiary Guarantee is the amount set forth in clause (i) above unless any creditor, or 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 the amount set forth in clause (ii). In making any determination debts as to 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 accountthey mature.]

Limitation on Subsidiary Guarantor Liability. For purposes hereofEach Subsidiary Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Subsidiary Guarantor's liability shall be that amount from time to time equal to the aggregate liability Guarantee of such Subsidiary Guarantor thereundernot constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, but shall the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law to the extent applicable to any Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Subsidiary Guarantors hereby irrevocably agree that the obligations of such Subsidiary Guarantor will be limited to the lesser of (i) the aggregate maximum 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 such term is defined in the federal Bankruptcy Law and in the Debtor and Creditor Law of the State of New York) or (B) left it with unreasonably small capital at the time its Subsidiary Guarantee of the Notes was entered intowhich, after giving effect to the incurrence of existing Indebtedness immediately prior to such time; provided that, it shall be a presumption in any lawsuit or all other proceeding in which such Subsidiary Guarantor 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 representative of creditors contingent and fixed liabilities of such Subsidiary Guarantor, and after giving effect to any collections from or debtor payments made by or on behalf of any other Subsidiary Guarantor in possession or trustee in bankruptcy respect of the obligations of such other Subsidiary GuarantorGuarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Article 12, otherwise proves will result in such a lawsuit that the aggregate liability obligations of such Subsidiary Guarantor is limited under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under Federal or state law. The obligations of the Estonian Subsidiary Guarantor under this Indenture shall not apply or extend to, and no guarantee granted by the Estonian Subsidiary Guarantor shall secure any liability to the amount set forth in clause (ii). In making any determination as to extent undertaking such guarantee, indemnity or other obligations by the solvency or sufficiency of capital of a Estonian Subsidiary Guarantor would contravene or would not be in accordance full compliance with the previous sentence, mandatory provisions of 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 accountEstonian Commercial Code (in Estonian: äriseadustik) regarding unlawful financial assistance (including prohibited guarantees).

Limitation on Subsidiary Guarantor Liability. 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 thereunder, but shall be limited to the lesser of (i) the aggregate amount of the obligations Obligations of the Company Issuers under the Notes and this Indenture and (ii) the amount, if any, which would not have (A) rendered such Subsidiary Guarantor "insolvent" (as such term is defined in the federal United States Bankruptcy Law Code and in the Debtor and Creditor Law of the State of New York) or (B) left it such Subsidiary Guarantor with unreasonably small capital at the time its Subsidiary Note Guarantee of the Notes was entered into, after giving effect to the incurrence of existing Indebtedness immediately prior to such time; provided that, it shall will be a presumption in any lawsuit or other proceeding in which such a Subsidiary Guarantor is a party that the amount guaranteed pursuant to its Subsidiary the Note Guarantee is the amount set forth in clause (i) above unless any creditor, or representative of creditors of such Subsidiary Guarantor, or debtor in possession or trustee in bankruptcy of such the Subsidiary Guarantor, otherwise proves in such a lawsuit that the aggregate liability of such the Subsidiary Guarantor is limited to the amount set forth in clause (ii)) above. In making any determination as to 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 Guarantors, and any other rights such Subsidiary Guarantor may have, contractual or otherwise, shall be taken into account.

Limitation on Subsidiary Guarantor Liability. 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 thereunder, but shall be limited to the lesser of (i) the aggregate amount of the obligations of the Company under the Notes Debentures and this Indenture and (ii) the amount, if any, which would not have (A) rendered such Subsidiary Guarantor "insolvent" (as such term is defined in the federal Bankruptcy Law Act and in the Debtor and Creditor Law of the State of New York) or (B) left it with unreasonably small capital at the time its Subsidiary Guarantee of the Notes Debentures was entered into, after giving effect to the incurrence of existing Indebtedness immediately prior to such time; provided that, it shall be a presumption in any lawsuit or other proceeding in which such Subsidiary Guarantor 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 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 the amount set forth in clause (ii). In making any determination as to 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. For purposes hereof, each Each Subsidiary Guarantor's liability shall be , the Security Agent and each Tranche B Lender hereby confirms that amount from time to time equal to it is the aggregate liability intention of all such parties that the Subsidiary Guarantee of such Subsidiary Guarantor thereundernot 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 any Subsidiary Guarantee. To effectuate the foregoing intention, but the Security Agent, the Tranche B Lenders and the Subsidiary Guarantors hereby irrevocably agree that the obligations of such Subsidiary Guarantor under this Article 15 shall be limited to the lesser maximum amount as shall, after giving effect to such maximum amount and all other contingent and fixed liabilities of (i) the aggregate amount 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 15, result in the Company under the Notes and this Indenture and (ii) the amount, if any, which would not have (A) rendered obligations of such Subsidiary Guarantor "insolvent" (as such term is defined in the federal Bankruptcy Law and in the Debtor and Creditor Law of the State of New York) or (B) left it with unreasonably small capital at the time under its Subsidiary Guarantee not constituting a fraudulent transfer or conveyance. In addition, the liability of each Subsidiary Guarantor governed by the Companies Act (Quebec) under its Subsidiary Guarantee shall be limited to the maximum amount permitted under Section 123.66 of the Notes was entered intoCompanies Act (Quebec). To that end, but only to the extent such obligations would otherwise be avoidable, the obligations of the Subsidiary Guarantor under this Article 15 shall be limited to the maximum amount that, after giving effect to the incurrence of existing Indebtedness immediately prior to such time; provided thatthereof, it shall be a presumption in any lawsuit or other proceeding in which such would not render the Subsidiary Guarantor is a party that the amount guaranteed pursuant insolvent or unable to pay its Subsidiary Guarantee is the amount set forth in clause (i) above unless any creditor, or 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 the amount set forth in clause (ii). In making any determination debts as to 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 accountthey mature.

Limitation on Subsidiary Guarantor Liability. 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 thereunder, but shall be limited to the lesser of (i) the aggregate amount of the obligations 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 such term is defined in the federal Bankruptcy Law and in the Debtor and Creditor Law of the State of New York) or (B) left it such Subsidiary Guarantor with unreasonably small capital at the time its Subsidiary Guarantee of the Senior Notes was entered into, after giving effect to the incurrence of existing Indebtedness immediately prior to such time; provided that, it shall will be a presumption in any lawsuit or other proceeding in which such a Subsidiary Guarantor is a party that the amount guaranteed pursuant to its the Subsidiary Guarantee is the amount set forth in clause (i) above unless any creditor, or representative of creditors of such Subsidiary Guarantor, or debtor in possession or trustee in bankruptcy of such the Subsidiary Guarantor, otherwise proves in such a lawsuit that the aggregate liability of such the Subsidiary Guarantor is limited to the amount set forth in clause (ii)) above. In making any determination as to 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 Guarantors, and any other rights such Subsidiary Guarantor may have, contractual or otherwise, shall be taken into account.

Limitation on Subsidiary Guarantor Liability. 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 thereunder, but shall be limited to the lesser of (i) the aggregate amount of the obligations 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 such term is defined in the federal Bankruptcy Law and in the Debtor and Creditor Law of the State of New York) or (B) left it with unreasonably small capital at the time its Subsidiary Guarantee of the Notes was entered into, after giving effect to the incurrence of existing Indebtedness immediately prior to such time; provided that, it shall be a presumption in any lawsuit or other proceeding in which such Subsidiary Guarantor 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 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 the amount set forth in clause (ii). In making any determination as to 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. For purposes hereofEach Subsidiary Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Subsidiary Guarantor's liability shall be that amount from time to time equal to the aggregate liability Guarantee of such Subsidiary Guarantor thereundernot constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, but the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Subsidiary Guarantors hereby irrevocably agree that the obligations of such Subsidiary Guarantor under this Article 10 shall be limited to the lesser maximum amount as shall, after giving effect to such maximum amount and all other contingent and fixed liabilities of (i) such Subsidiary Guarantor that are relevant under such laws, including, if applicable, its guarantee of all obligations under the aggregate amount 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 10, result in the Company under the Notes and this Indenture and (ii) the amount, if any, which would not have (A) rendered obligations of such Subsidiary Guarantor "insolvent" (as such term is defined in the federal Bankruptcy Law and in the Debtor and Creditor Law of the State of New York) or (B) left it with unreasonably small capital at the time under its Subsidiary Guarantee not constituting a fraudulent transfer or conveyance. In addition, the liability of each Subsidiary Guarantor governed by the COMPANIES ACT (Quebec) under its Subsidiary Guarantee shall be limited to the maximum amount permitted under Section 123.66 of the Notes was entered intoCOMPANIES ACT (Quebec). To that end, but only to the extent such obligations would otherwise be avoidable, the obligations of the Subsidiary Guarantor under this Article shall be limited to the maximum amount that, after giving effect to the incurrence of existing Indebtedness immediately prior to such time; provided thatthereof, it shall be a presumption in any lawsuit or other proceeding in which such would not render the Subsidiary Guarantor is a party that the amount guaranteed pursuant insolvent or unable to pay its Subsidiary Guarantee is the amount set forth in clause (i) above unless any creditor, or 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 the amount set forth in clause (ii). In making any determination debts as to 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 accountthey mature.

Limitation on Subsidiary Guarantor Liability. 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 thereunder, but shall be limited to the lesser of (i) the aggregate amount of the obligations 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 such term is defined in the federal Bankruptcy Law and in the Debtor and Creditor Law of the State of New York) or (B) left it with unreasonably small capital at the time its Subsidiary Guarantee of the Notes was entered into, after giving effect to the incurrence of existing Indebtedness immediately prior to such time; provided that, it shall be a presumption in any lawsuit or other proceeding in which such Subsidiary Guarantor 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 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 the amount set forth in clause (ii). In making any determination as to 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. 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 thereunder, but shall be limited to the lesser of (i) the aggregate amount of the obligations 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 such term is defined in the federal Bankruptcy Law Code and in the Debtor and Creditor Law of the State of New York) or (B) left it with unreasonably small capital at the time its Subsidiary Guarantee of the Notes was entered into, after giving effect to the incurrence of existing Indebtedness immediately prior to such time; provided that, it shall be a presumption in any lawsuit or other proceeding in which such Subsidiary Guarantor 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 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 the amount set forth in clause (ii). In making any determination as to 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. 60 68 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 thereunder, but shall be limited to the lesser of (i) the aggregate amount of the obligations 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 such term is defined in the federal Bankruptcy Law and in the Debtor and Creditor Law of the State of New York) or (B) left it such Subsidiary Guarantor with unreasonably small capital at the time its Subsidiary Guarantee of the Senior Notes was entered into, after giving effect to the incurrence of existing Indebtedness immediately prior to such time; provided that, it shall will be a presumption in any lawsuit or other proceeding in which such a Subsidiary Guarantor is a party that the amount guaranteed pursuant to its the Subsidiary Guarantee is the amount set forth in clause (i) above unless any creditor, or representative of creditors of such Subsidiary Guarantor, or debtor in possession or trustee in bankruptcy of such the Subsidiary Guarantor, otherwise proves in such a lawsuit that the aggregate liability of such the Subsidiary Guarantor is limited to the amount set forth in clause (ii)) above. In making any determination as to 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 Guarantors, and any other rights such Subsidiary Guarantor may have, contractual or otherwise, shall be taken into account.

Limitation on Subsidiary Guarantor Liability. 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 thereunder, but shall be limited to the lesser of (i) the aggregate amount of the obligations Obligations of the Company under the Notes Securities and this Indenture and (ii) the amount, if any, which would not have (A) rendered such Subsidiary Guarantor "insolventINSOLVENT" (as such term is defined in the federal Bankruptcy Law and in the Debtor and Creditor Law of the State of New York) or (B) left it with unreasonably small capital at the time its Subsidiary Guarantee of the Notes Securities was entered into, after giving effect to the incurrence of existing Indebtedness immediately prior to such time; provided PROVIDED that, it shall be a presumption in any lawsuit or other proceeding in which such Subsidiary Guarantor 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 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 the amount set forth in clause (ii). In making any determination as to 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. For purposes hereof, each Subsidiary Guarantor's ’s liability shall be that amount from time to time equal to the aggregate liability of such Subsidiary Guarantor thereunder, but shall be limited to the lesser of (i) the aggregate amount of the obligations Obligations of the Company under the Notes Securities and this Indenture and (ii) the amount, if any, which would not have (A) rendered such Subsidiary Guarantor "“insolvent" ” (as such term is defined in the federal Bankruptcy Law Code and in the Debtor and Creditor Law of the State of New York) or (B) left it with unreasonably small capital at the time its Subsidiary Guarantee of the Notes Securities was entered into, after giving effect to the incurrence of existing Indebtedness immediately prior to such time; provided that, it shall be a presumption in any lawsuit or other proceeding in which such Subsidiary Guarantor 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 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 the amount set forth in clause (ii). In making any determination as to 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. 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 thereunder, but shall be limited to the lesser of (i) the aggregate amount of the obligations 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 such term is defined in the federal Bankruptcy Law and in the Debtor and Creditor Law of the State of New York) or (B) left it such Subsidiary Guarantor with unreasonably small capital at the time its Subsidiary Guarantee of the Senior Notes was entered into, after giving effect to the incurrence of existing Indebtedness immediately prior to such time; provided that, it shall will be a presumption in any lawsuit or other proceeding in which such a Subsidiary Guarantor is a party that the amount guaranteed pursuant to its the Subsidiary Guarantee is the amount set Indenture forth in clause (i) above unless any creditor, or representative of creditors of such Subsidiary Guarantor, or debtor in possession or trustee in bankruptcy of such the Subsidiary Guarantor, otherwise proves in such a lawsuit that the aggregate liability of such the Subsidiary Guarantor is limited to the amount set forth in clause (ii)) above. In making any determination as to 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 Guarantors, and any other rights such Subsidiary Guarantor may have, contractual or otherwise, shall be taken into account.

Limitation on Subsidiary Guarantor Liability. 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 thereunder, but shall be limited to the lesser of (i) the aggregate amount of the obligations 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 such term is defined in the federal United States Bankruptcy Law Code and in the Debtor and Creditor Law of the State of New York) or (B) left it such Subsidiary Guarantor with unreasonably small capital at the time its Subsidiary Guarantee of the Notes was entered into, after giving effect to the incurrence of existing Indebtedness immediately prior to such time; provided that, it shall will be a presumption in any lawsuit or other proceeding in which such a Subsidiary Guarantor is a party that the amount guaranteed pursuant to its the Subsidiary Guarantee is the amount set forth in clause (i) above unless any creditor, or representative of creditors of such Subsidiary Guarantor, or debtor in possession or trustee in bankruptcy of such the Subsidiary Guarantor, otherwise proves in such a lawsuit that the aggregate liability of such the Subsidiary Guarantor is limited to the amount set forth in clause (ii)) above. In making any determination as to 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 Guarantors, and any other rights such Subsidiary Guarantor may have, contractual or otherwise, shall be taken into account.

Limitation on Subsidiary Guarantor Liability. For (a) Each Subsidiary Guarantor, and by its acceptance of the Notes, each Holder, hereby confirms that it is the intention of all such parties that the Subsidiary Guaranty of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes hereofof any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Subsidiary Guaranty. To effectuate the foregoing intention, the Trustee, the Holders and the Subsidiary Guarantors hereby irrevocably agree that each Subsidiary Guarantor's ’s liability shall be that amount from time to time equal to the aggregate liability of such Subsidiary Guarantor thereunderunder the Subsidiary Guaranty, but shall be limited to the lesser of (ia) the aggregate amount of the Company’s obligations of the Company under the Notes and this Indenture and or (iib) the amount, if any, which would not have (A1) rendered such the Subsidiary Guarantor "“insolvent" ” (as such term is defined in the federal Federal Bankruptcy Law Code and in the Debtor and Creditor Law of the State of New York) or (B2) left it with unreasonably small capital at the time its Subsidiary Guarantee of Guaranty with respect to the Notes was entered into, after giving effect to the incurrence of existing Indebtedness Debt immediately prior to before such time; provided thatprovided, however, it shall be a presumption in any lawsuit or other proceeding in which such a Subsidiary Guarantor is a party that the amount guaranteed pursuant to its the Subsidiary Guarantee Guaranty with respect to the Notes is the amount set forth described in clause (ia) above unless any creditor, or representative of creditors of such the Subsidiary Guarantor, or debtor in possession or trustee in bankruptcy of such the Subsidiary Guarantor, otherwise proves in such a lawsuit that the aggregate liability of such the Subsidiary Guarantor is limited to the amount set forth described in clause (iib). In making any determination as to 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. For (a) Each Subsidiary Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Subsidiary Guaranty of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes hereofof Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, provincial, state or other law to the extent applicable to any Subsidiary Guaranty. To effectuate the foregoing intention, the Trustee, the Holders and the Subsidiary Guarantors hereby irrevocably agree that each Subsidiary Guarantor's liability shall be that amount from time to time equal to the aggregate liability of such Subsidiary Guarantor thereunderunder the Subsidiary Guaranty, but shall be limited to the lesser of (i) the aggregate amount of the Company's obligations of the Company under the Notes and this Indenture and or (ii) the amount, if any, which would not have (A1) rendered such the Subsidiary Guarantor "insolvent" (as such term is defined in the federal Federal Bankruptcy Law Code and in the Debtor and Creditor Law of the State of New York) or (B2) left it with unreasonably small capital at the time its Subsidiary Guarantee of Guaranty with respect to the Notes was entered into, after giving effect to the incurrence of existing Indebtedness Debt immediately prior to before such time; provided thatprovided, however, it shall be a presumption in any lawsuit or other proceeding in which such a Subsidiary Guarantor is a party that the amount guaranteed pursuant to its the Subsidiary Guarantee Guaranty with respect to the Notes is the amount set forth described in clause (ia)(i) above of this Section 10.02 unless any creditor, or representative of creditors of such the Subsidiary Guarantor, or debtor in possession or trustee Trustee in bankruptcy of such the Subsidiary Guarantor, otherwise proves in such a lawsuit that the aggregate liability of such the Subsidiary Guarantor is limited to the amount set forth described in clause (ii)) of this Section 10.02. In making any determination as to Without limiting the solvency or sufficiency generality of capital the foregoing, the obligations of a each Subsidiary Guarantor identified 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, Schedule A hereto shall be taken into accountlimited as set forth therein.

Limitation on Subsidiary Guarantor Liability. For (a) Each Subsidiary Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the guarantee of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes hereofof Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Subsidiary Guarantors hereby irrevocably agree that each Subsidiary Guarantor's ’s liability shall be that amount from time to time equal to the aggregate liability of such Subsidiary Guarantor thereunderunder the guarantee, but shall be limited to the lesser of (ia) the aggregate amount of the Company’s obligations of the Company under the Notes and this Indenture and or (iib) the amount, if any, which would not have (A1) rendered such the Subsidiary Guarantor "“insolvent" ” (as such term is defined in the federal Federal Bankruptcy Law Code and in the Debtor and Creditor Law of the State of New York) or (B2) left it with unreasonably small capital at the time its Subsidiary Guarantee of guarantee with respect to the Notes was entered into, after giving effect to the incurrence of existing Indebtedness immediately prior to before such time; provided thatprovided, however, it shall be a presumption in any lawsuit or other proceeding in which such a Subsidiary Guarantor is a party that the amount guaranteed pursuant to its the Subsidiary Guarantee with respect to the Notes is the amount set forth described in clause (ia) above unless any creditor, or representative of creditors of such the Subsidiary Guarantor, or debtor in possession or trustee Trustee in bankruptcy of such the Subsidiary Guarantor, otherwise proves in such a lawsuit that the aggregate liability of such the Subsidiary Guarantor is limited to the amount set forth described in clause (iib). In making any determination as to 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. 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 thereunder, but shall be limited to the lesser of (ia) the aggregate amount of the obligations Obligations of the Company under the Notes and this Indenture and (iib) the amount, if any, which would not have (Ai) rendered such Subsidiary Guarantor "insolvent" (as such term is defined in the federal applicable Bankruptcy Law and in the Debtor and Creditor Law of the State of New YorkLaw) or (Bii) left it such Subsidiary Guarantor with unreasonably small capital at the time its Subsidiary Guarantee of the Notes was entered into; provided, after giving effect to the incurrence of existing Indebtedness immediately prior to such time; provided however, that, it shall will be a presumption in any lawsuit or other proceeding in which such a Subsidiary Guarantor is a party that the amount guaranteed pursuant to its the Subsidiary Guarantee is the amount set forth in clause (ia) above unless any creditor, or representative of creditors of such Subsidiary Guarantor, or debtor in possession or trustee in bankruptcy of such the Subsidiary Guarantor, otherwise proves in such a lawsuit that the aggregate liability of such the Subsidiary Guarantor is limited to the amount set forth in clause (ii)b) above. In making any determination as to 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 Guarantors, and any other rights such Subsidiary Guarantor may have, contractual or otherwise, shall be taken into account.

Limitation on Subsidiary Guarantor Liability. For purposes hereofEach Subsidiary Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Subsidiary Guarantor's liability shall be that amount from time to time equal to the aggregate liability Guarantee of such Subsidiary Guarantor thereundernot constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, but shall the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to 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 Trustee, the Collateral Agent, the Holders and the Subsidiary Guarantors hereby irrevocably agree that the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee will be limited to the lesser of (i) the aggregate maximum 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 such term is defined in the federal Bankruptcy Law and in the Debtor and Creditor Law of the State of New York) or (B) left it with unreasonably small capital at the time its Subsidiary Guarantee of the Notes was entered intowill, after giving effect to the incurrence of existing Indebtedness immediately prior to such time; provided that, it shall be a presumption in any lawsuit or maximum amount and all other proceeding in which such Subsidiary Guarantor 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 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 contingent and fixed liabilities of such Subsidiary Guarantor is limited (including, without limitation, any Guarantees under the Senior Credit Facility) that are relevant under such laws and after giving effect to the amount set forth in clause (ii). In making any determination as collections from, rights to the solvency receive contribution from or sufficiency payments made by or on behalf of capital of a any other Subsidiary Guarantor in accordance with respect of the previous sentenceobligations of such other Subsidiary Guarantor under this Article 10, result in the right obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. 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 respective net assets of all the Subsidiary Guarantors and any other rights at the time of such Subsidiary Guarantor may have, contractual or otherwise, shall be taken into accountpayment determined in accordance with GAAP.

Limitation on Subsidiary Guarantor Liability. For purposes hereof, the obligations of each Subsidiary Guarantor's liability shall be that amount from time to time equal to the aggregate liability of such Guarantor under its Subsidiary Guarantor thereunder, but Guarantee shall be limited to the lesser of (i) the aggregate amount of the obligations 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 such term is defined in the federal United States Bankruptcy Law Code and in the Debtor and Creditor Law of the State of New York) or (B) left it such Subsidiary Guarantor with unreasonably small capital at the time its Subsidiary Guarantee of the Notes was entered into, after giving effect to the incurrence of existing Indebtedness immediately prior to such time; provided that, PROVIDED that it shall will be a presumption in any lawsuit or other proceeding in which such a Subsidiary Guarantor is a party that the amount guaranteed pursuant to its the Subsidiary Guarantee is the amount set forth in clause (i) above unless any creditor, or representative of creditors of such Subsidiary Guarantor, or debtor in possession or trustee in bankruptcy of such the Subsidiary Guarantor, otherwise proves in such a lawsuit that the aggregate liability of such the Subsidiary Guarantor is limited to the amount set forth in clause (ii)) above. In making any determination as to 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 Guarantors, and any other rights such Subsidiary Guarantor may have, contractual or otherwise, shall be taken into account.