Common use of Limitations on Guarantees and Security for Advances Clause in Contracts

Limitations on Guarantees and Security for Advances. The liability of each Guarantor governed by the Companies Act (Quebec) under its Guarantee (other than each of the Initial VL Group Guarantors, the liability of whom is unlimited) (each an “Applicable Guarantor”) shall be limited as follows, but only to the extent that the provisions of Section 123.66 of the Companies Act (Quebec) apply thereto: 9.3.1 on the Phase II Date, the liability of each Applicable Guarantor shall be limited to the amount of the book value or the realization value of its assets, whichever is greater, less the sum of its liabilities and its issued and paid-up share capital account on such date (the “Initial Liability”); 9.3.2 every day thereafter that its Guarantee remains in effect and until the date of determination on which it is then able to discharge its liabilities when due, each Applicable Guarantor shall be deemed to have granted a new Guarantee in an amount equal to the increase in the aggregate amount of the Guarantee that such Applicable Guarantor can provide on such day (calculated in accordance with the provisions of subsection 9.3.1); 9.3.3 the liability of each Applicable Guarantor may never be less than its Initial Liability; and 9.3.4 if ever the restriction provided by Law with respect to each Applicable Guarantor’s ability to execute a Guarantee is repealed, each of the Applicable Guarantors shall be deemed to have granted an unlimited Guarantee on the date such repeal came into force. The relevant amounts on the Phase II Date, as determined by the directors of the Applicable Guarantor, will be set forth in a certificate in the form set out in Schedule “K”, to be delivered within 5 Business Days following the Phase II Date.

Limitations on Guarantees and Security for Advances. The liability of each Guarantor governed by the Companies Act (Quebec) under its Guarantee (other than each of the Initial VL Group Guarantors, the liability of whom is unlimited) (each an “"Applicable Guarantor”") shall be limited as follows, but only to the extent that the provisions of Section 123.66 of the Companies Act (Quebec) apply thereto:: 9. 9.3.1 3.1 on the Phase II Date, the liability of each Applicable Guarantor shall be limited to the amount of the book value or the realization value of its assets, whichever is greater, less the sum of its liabilities and its issued and paid-up share capital account on such date (the “"Initial Liability”");; 9. 9.3.2 3.2 every day thereafter that its Guarantee remains in effect and until the date of determination on which it is then able to discharge its liabilities when due, each Applicable Guarantor shall be deemed to have granted a new Guarantee in an amount equal to the increase in the aggregate amount of the Guarantee that such Applicable Guarantor can provide on such day (calculated in accordance with the provisions of subsection 9.3.1);; 9. 9.3.3 3.3 the liability of each Applicable Guarantor may never be less than its Initial Liability; and 9.3.4 if ever the restriction provided by Law with respect to each Applicable Guarantor’s ability to execute a Guarantee is repealed, each of the Applicable Guarantors shall be deemed to have granted an unlimited Guarantee on the date such repeal came into force. The relevant amounts on the Phase II Date, as determined by the directors of the Applicable Guarantor, will be set forth in a certificate in the form set out in Schedule “K”, to be delivered within 5 Business Days following the Phase II Dateand 9.

Limitations on Guarantees and Security for Advances. The liability of each Guarantor governed by the Companies Act COMPANIES ACT (Quebec) under its Guarantee (other than each of the Initial VL Group Guarantors, the liability of whom is unlimited) (each an “Applicable Guarantor”"APPLICABLE GUARANTOR") shall be limited as follows, but only to the extent that the provisions of Section 123.66 of the Companies Act COMPANIES ACT (Quebec) apply thereto: 9.3.1 on the Phase II Date, the liability of each Applicable Guarantor shall be limited to the amount of the book value or the realization value of its assets, whichever is greater, less the sum of its liabilities and its issued and paid-up share capital account on such date (the “Initial Liability”"INITIAL LIABILITY"); 9.3.2 every day thereafter that its Guarantee remains in effect and until the date of determination on which it is then able to discharge its liabilities when due, each Applicable Guarantor shall be deemed to have granted a new Guarantee in an amount equal to the increase in the aggregate amount of the Guarantee that such Applicable Guarantor can provide on such day (calculated in accordance with the provisions of subsection 9.3.1); 9.3.3 the liability of each Applicable Guarantor may never be less than its Initial Liability; and 9.3.4 if ever the restriction provided by Law with respect to each Applicable Guarantor’s 's ability to execute a Guarantee is repealed, each of the Applicable Guarantors shall be deemed to have granted an unlimited Guarantee on the date such repeal came into force. The relevant amounts on the Phase II Date, as determined by the directors of the Applicable Guarantor, will be set forth in a certificate in the form set out in Schedule “"K”", to be delivered within 5 Business Days following the Phase II Date. For the purposes hereof, the directors of each Applicable Guarantor shall, not less frequently than quarterly, determine such amounts as of the end of each financial quarter and the Borrower shall deliver or cause to be delivered to the Agent, as part of its Compliance Certificate with respect to such financial quarter, a summary of such increases, if any, supported by a certificate of the chief financial officer of each Applicable Guarantor setting forth such amounts and reasonable details of the calculations thereof.