Common use of Limitation on Guarantor Liability Clause in Contracts

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

Limitation on Guarantor Liability. Each of the Guarantors and the Parent GuarantorGuarantor and, and by its acceptance of NotesSecurities, each Holder, hereby confirms that it is the intention of all such parties that its the Guarantee or the Parent Guarantee, as applicable, of such Guarantor not constitute a fraudulent conveyance or a fraudulent transfer or conveyance for purposes of Bankruptcy Lawbankruptcy law in the United States, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee or the Parent Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Holders and the Guarantors of a series of Securities hereby irrevocably agree that the obligations of the Parent Guarantor and each Guarantor of such series of Securities shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent such Guarantor or such Guarantor, as applicable, that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Guarantor of such series of Securities in respect of the obligations of such other Guarantor or the Parent Guarantor of such series of Securities under this Article 10Fifteen, result in the obligations of such Guarantor under its Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor of such series of Securities that makes a payment under its Guarantee and the Parent Guarantor, if it makes a payment under the Parent Guarantee, shall be entitled upon payment in full of all guaranteed Guaranteed obligations under this Indenture to a contribution from each other Guarantor of such series of Securities in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors and the Parent Guarantor, of such series of Securities at the time of such payment determined in accordance with GAAPgenerally accepted accounting principles in the United States.

Limitation on Guarantor Liability. Each of the Guarantors and the Parent Guarantor, and by its acceptance of NotesFor purposes hereof, each Holder, hereby confirms Guarantor’s liability shall be that it is amount from time to time equal to the intention aggregate liability of all such parties that Guarantor under its Guarantee or the Parent Notes Guarantee, as applicable, not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee or the Parent Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor and the Guarantors hereby irrevocably agree that the obligations of the Parent Guarantor and each Guarantor but shall be limited to the maximum lesser of (a) the aggregate amount of the obligations of the Company under the Indenture Documents and (b) the amount, if any, which would not have (A) rendered such Guarantor “insolvent” (as willsuch term is defined in the federal Bankruptcy Law and in the Debtor and Creditor Law of the State of New York), (B) left it with unreasonably small capital at the time its Notes Guarantee was entered into, or at the time such Guarantor Incurred liability thereunder, after giving effect to the Incurrence of Existing Indebtedness immediately prior to such maximum time or (C) left such Guarantor with debts beyond such Guarantor’s ability to pay as such debts mature; provided that, it shall be a presumption in any lawsuit or other proceeding in which such Guarantor is a party that the amount and all other contingent and fixed liabilities Guaranteed pursuant to its Notes Guarantee is the amount set forth in subsection (a) above unless any creditor, or representative of the Parent Guarantor or creditors of such Guarantor, as applicable, that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by debtor in possession or on behalf of any other Guarantor or the Parent Guarantor trustee in respect of the obligations bankruptcy of such Guarantor, otherwise proves in such a lawsuit or other Guarantor or proceeding that the Parent Guarantor under this Article 10, result in the obligations aggregate liability of such Guarantor under its Guarantee is limited to the amount set forth in subsection (b). In making any determination as to the solvency or sufficiency of capital of a Guarantor in accordance with the Parent previous sentence, the right of such Guarantor under the Parent Guaranteeto contribution from other Guarantors and any other rights such Guarantor may have, not constituting a fraudulent conveyance contractual or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Guarantee and the Parent Guarantor, if it makes a payment under the Parent Guaranteeotherwise, shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors and the Parent Guarantor, at the time of such payment determined in accordance with GAAPtaken into account.

Limitation on Guarantor Liability. Each of the Guarantors and the Parent Guarantor, and by its acceptance of Notes, each HolderHolder of the Notes, hereby confirms that it is the intention of all such parties that its the Guarantee or the Parent Guarantee, as applicable, of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee or the Parent Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, Holders of the Parent Guarantor Notes and the Guarantors hereby irrevocably agree that the obligations of the Parent such Guarantor and each Guarantor shall will be limited to the maximum amount as willwhich, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent Guarantor or such Guarantor, as applicable, that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Guarantor in respect of the obligations of such other Guarantor under its Guarantee or the Parent Guarantor pursuant to its contribution obligations under this Article 10Ten, will result in the obligations of such Guarantor under its Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent conveyance or fraudulent transfer under applicable federal or state law. Until such time as the Notes are paid in full, each Guarantor hereby waives all rights of subrogation or contribution, whether arising by contract or operation of law (including, without limitation, any such right arising under Federal Bankruptcy Law) or otherwise by reason of any payment by it pursuant to the provisions of this Article Ten. Each Guarantor that makes a payment or distribution under its Guarantee and the Parent Guarantor, if it makes a payment under the Parent Guarantee, shall will be entitled upon payment in full of all guaranteed obligations under this Indenture to a seek contribution from each other Guarantor in an amount equal to such other Guarantor’s a pro rata portion of such payment amount based on the respective net assets of all the Guarantors and the Parent Guarantor, at the time of such payment each Guarantor determined in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Guarantee.

Limitation on Guarantor Liability. Each of the Guarantors and the Parent Guarantor, and by its acceptance of NotesSecurities, each Holder, hereby confirms that it is the intention of all such parties that its the Note Guarantee or the Parent Guarantee, as applicable, of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Debtor Relief Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S. federal or state law or law of such Guarantor’s jurisdiction of organization to the extent applicable to any Guarantee or the Parent Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Holders and the Guarantors hereby irrevocably agree that the obligations of the Parent Guarantor and each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent such Guarantor or such Guarantor, as applicable, that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Guarantor in respect of the obligations of such other Guarantor or the Parent Guarantor under this Article 1014, result in the obligations of such Guarantor under its Note Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Note Guarantee and the Parent Guarantor, if it makes a payment under the Parent Guarantee, shall be entitled upon payment in full of all guaranteed Note Guarantee obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors and the Parent Guarantor, at the time of such payment determined in accordance with GAAPgenerally accepted accounting principles.

Limitation on Guarantor Liability. Each of the Guarantors and the Parent Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that its the Note Guarantee or the Parent Guarantee, as applicable, of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal federal, foreign, provincial or state law to the extent applicable to any Guarantee or the Parent Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Holders and the Guarantors hereby irrevocably agree (to the extent required by such laws) that the obligations of the Parent such Guarantor under its Note Guarantee and each Guarantor this Article Ten shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent such Guarantor or such Guarantor, as applicable, that are relevant under such laws laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Guarantor in respect of the obligations of such other Guarantor or the Parent Guarantor under this Article 10Ten, result in the obligations of such Guarantor under its Note Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent transfer or conveyance or fraudulent transfer breaching corporate interest rules under applicable law. Each Guarantor that makes a payment for distribution under its Note Guarantee and the Parent Guarantor, if it makes a payment under the Parent Guarantee, shall be is entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s a pro rata portion of such payment amount based on the respective adjusted net assets of all each Guarantor. Each Guarantor that is incorporated, organized or formed, as the Guarantors case may be, in Belgium (a “Belgian Guarantor”), and by its acceptance hereof, each Holder hereby confirms that notwithstanding any other provision of this Indenture, or any related agreements or certificates, the Parent Guarantor, at maximum aggregate liability hereunder of any such Belgian Guarantor will be limited so that the time aggregate of such payment determined Belgian Guarantor’s liability hereunder plus all other liabilities (including conditional guarantees) of such Belgian Guarantor will not exceed its financial capacity or otherwise result in accordance with GAAPinsolvency of such Belgian Guarantor nor exceed any other limitation imposed by Belgian law.

Limitation on Guarantor Liability. Each of the Guarantors and the Parent Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that its the Guarantee or the Parent Guarantee, as applicable, of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee or the Parent Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Holders and the Guarantors hereby irrevocably agree that the obligations of the Parent Guarantor and each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent such Guarantor or such Guarantor, as applicable, that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Guarantor in respect of the obligations of such other Guarantor or the Parent Guarantor under this Article 10, result in the obligations of such Guarantor under its Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent conveyance or fraudulent transfer under applicable law or being void or voidable under any law relating to insolvency of debtors. Notwithstanding the foregoing, any Guarantee of any Guarantor organized outside the United States of America may be limited as necessary or appropriate to (1) comply with applicable law. Each Guarantor that makes , (2) avoid any general legal limitations such as general statutory limitations, financial assistance, maintenance of share capital, corporate benefit, “thin capitalization” rules, retention of title claims or similar matters or (3) avoid a payment under its Guarantee and conflict with the Parent Guarantor, if it makes a payment under the Parent Guarantee, shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion fiduciary duties of such payment based on company’s directors, contravention of any legal prohibition or regulatory condition, or the respective net assets material risk of all personal or criminal liability for any officers or directors (collectively referred to as “Agreed Guarantee Principles,” in each case as determined by the Guarantors and the Parent Guarantor, at the time of such payment determined Issuer in accordance with GAAPits sole discretion).

Limitation on Guarantor Liability. Each of the Guarantors and the Parent Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that its the Guarantee or the Parent Guarantee, as applicable, of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee or the Parent Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Holders and the Guarantors hereby irrevocably agree that the obligations of the Parent Guarantor and each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent such Guarantor or such Guarantor, as applicable, that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Guarantor in respect of the obligations of such other Guarantor or the Parent Guarantor under this Article 10, result in the obligations of such Guarantor under its Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent conveyance or fraudulent transfer under applicable lawlaw or to comply with corporate benefit, financial assistance and other laws. Each Guarantor that makes a payment under its Guarantee and the Parent Guarantor, if it makes a payment under the Parent Guarantee, shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors and the Parent Guarantor, at the time of such payment determined in accordance with GAAPIFRS. Each Guarantor shall waive any and all of its rights under the existing or future laws of Guernsey, whether by virtue of the droit de division or otherwise, to require that any liability under or in connection with this Indenture be divided or apportioned with any other person or reduced in any manner whatsoever, and whether by virtue of the droit de discussion or otherwise, to require that recourse be had to the assets of any other person before any claim is enforced against it.

Limitation on Guarantor Liability. Each of the Guarantors and the Parent Guarantor, and by its acceptance of Notesa Security, each Holder, hereby confirms that it is the intention of all such parties that its the Guarantee or the Parent Guarantee, as applicable, of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal U.S. Federal or state or the U.K. Insolvency Act of 1986 or any similar United Kingdom, England and Wales law or The Companies Act of 1981 (as amended), the Conveyancing Act 1983 (as amended) or such other similar Bermuda law or such other foreign law to the extent applicable to any Guarantee or the Parent Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Holders and the Guarantors hereby irrevocably agree that the obligations Obligations of the Parent Guarantor and each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent such Guarantor or such Guarantor, as applicable, that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Guarantor in respect of the obligations Obligations of such other Guarantor or the Parent Guarantor under this Article 10XV, result in the obligations Obligations of such Guarantor under its Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Guarantee and the Parent Guarantor, if it makes a payment under the Parent Guarantee, shall be entitled upon payment in full of all guaranteed obligations Obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors and the Parent Guarantor, at the time of such payment determined in accordance with GAAP.

Limitation on Guarantor Liability. (a) Each of the Guarantors and the Parent Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that its Guarantee or the Parent Guarantee, as applicable, guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee or the Parent Guaranteeguarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Holders and the Guarantors hereby irrevocably agree that each Guarantor’s liability shall be that amount from time to time equal to the obligations aggregate liability of such Guarantor under the Parent Guarantor and each Guarantor guarantee, but shall be limited to the maximum lesser of (a) the aggregate amount of the Company’s obligations under the Notes and this Indenture or (b) the amount, if any, which would not have (1) rendered the Guarantor “insolvent” (as willsuch term is defined in the Federal Bankruptcy Code and in the Debtor and Creditor Law of the State of New York) or (2) left it with unreasonably small capital at the time its guarantee with respect to the Notes was entered into, after giving effect to the incurrence of existing Debt immediately before such maximum time; provided, however, it shall be a presumption in any lawsuit or proceeding in which a Guarantor is a party that the amount and all other contingent and fixed liabilities guaranteed pursuant to the guarantee with respect to the Notes is the amount described in clause (a) above unless any creditor, or representative of creditors of the Parent Guarantor or such Guarantor, as applicable, that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by debtor in possession or on behalf of any other Guarantor or the Parent Guarantor Trustee in respect bankruptcy of the obligations of such other Guarantor or the Parent Guarantor under this Article 10, result in the obligations of such Guarantor under its Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Guarantee and the Parent Guarantor, if it makes otherwise proves in a payment under lawsuit that the Parent Guarantee, shall be entitled upon payment aggregate liability of the Guarantor is limited to the amount described in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors and the Parent Guarantor, at the time of such payment determined in accordance with GAAPclause (b).

Limitation on Guarantor Liability. Each of the Guarantors and the Parent Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that its the Guarantee or the Parent Guarantee, as applicable, of such Guarantor not constitute a fraudulent conveyance or a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee or the Parent Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Holders and the Guarantors hereby irrevocably agree that the obligations of the Parent Guarantor and each Guarantor shall under its Guarantee will be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent such Guarantor or such Guarantor, as applicable, that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Guarantor in respect of the obligations of such other Guarantor under its Guarantee or the Parent Guarantor pursuant to its contribution obligations under this Article 10Indenture, result in the obligations of such Guarantor under its Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent conveyance or fraudulent transfer under applicable lawfederal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. Each Guarantor that makes a payment under its Guarantee and the Parent Guarantor, if it makes a payment under the Parent Guarantee, shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors and the Parent Guarantor, at the time of such payment determined in accordance with GAAPaccounting principles generally accepted in the United States.

Limitation on Guarantor Liability. Each of the Guarantors and the Parent Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that its the Note Guarantee or the Parent Guarantee, as applicable, of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee or the Parent Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Holders and the Guarantors hereby irrevocably agree that the obligations of the Parent Guarantor and each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent such Guarantor or such Guarantor, as applicable, that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Guarantor in respect of the obligations of such other Guarantor or the Parent Guarantor under this Article 1013, result in the obligations of such Guarantor under its Note Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent transfer or conveyance or fraudulent transfer a voidable preference, financial assistance or improper corporate benefit, or violating the corporate purpose of the relevant Guarantor or any applicable capital maintenance or similar laws or regulations affecting the rights of creditors generally under any applicable lawlaw or regulation. Each Guarantor that makes a payment under its Note Guarantee and the Parent Guarantor, if it makes a payment under the Parent Guarantee, shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors and the Parent Guarantor, at the time of such payment determined in accordance with GAAP. Notwithstanding the foregoing, any Guarantee of any Guarantor organized outside the United States of America may be limited as necessary to (1) comply with applicable law, (2) avoid any general legal limitations such as general statutory limitations, financial assistance, maintenance of share capital, corporate benefit, “thin capitalization” rules, retention of title claims or similar matters or (3) avoid a conflict with the fiduciary duties of such company’s directors, contravention of any legal prohibition or regulatory condition, or the material risk of personal or criminal liability for any officers or directors (collectively referred to as “Agreed Guarantee Principles,” in each case as reasonably determined by the Company).

Limitation on Guarantor Liability. (a) Each of the Guarantors and the Parent Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that its the Note Guarantee or the Parent Guarantee, as applicable, of such Guarantor not constitute a fraudulent conveyance or a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law or abuse of corporate assets or similar laws affecting the rights of creditors generally, including laws relating to the liability of directors and managers, in each case to the extent applicable to any Note Guarantee or unlawful financial assistance within the Parent Guaranteemeaning of Section 82 of the Irish Companies Act 2014 (as amended). To effectuate the foregoing intention, the Trustee, the HoldersCollateral Agent, the Parent Guarantor Holders and the Guarantors hereby irrevocably agree that the obligations of the Parent Guarantor and each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent such Guarantor or such Guarantor, as applicable, that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Guarantor in respect of the obligations of such other Guarantor or the Parent Guarantor under this Article 10, result in the obligations of such Guarantor under its Note Guarantee or the Parent Guarantor under the Parent Guarantee, related security granted as Collateral therefor not constituting a fraudulent conveyance or fraudulent transfer under applicable lawlaw or unlawful financial assistance within the meaning of Section 82 of the Irish Companies Act 2014 (as amended). Each Guarantor that makes a payment under its Note Guarantee and the Parent Guarantor, if it makes a payment under the Parent Guarantee, shall will be entitled upon payment in full of all guaranteed obligations Guaranteed Obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors and the Parent Guarantor, at the time of such payment payment, determined in accordance with GAAP.

Limitation on Guarantor Liability. (a) Each of the Guarantors and the Parent Guarantor, and by its acceptance of NotesSecurities, each Holder, hereby confirms that it is the intention of all such parties that its the Security Guarantee or the Parent Guarantee, as applicable, of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Debtor Relief Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S. federal or state law or law of such Guarantor’s jurisdiction of organization (which shall be Irish law, in the case of Actavis plc, and Bermuda law, in the case of Xxxxxx Xxxxxxxx Limited) to the extent applicable to any Guarantee or the Parent Security Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Holders and the Guarantors hereby irrevocably agree that the obligations of the Parent Guarantor and each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent such Guarantor or such Guarantor, as applicable, that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Guarantor in respect of the obligations of such other Guarantor or the Parent Guarantor under this Article 1016, result in the obligations of such Guarantor under its Security Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Security Guarantee and the Parent Guarantor, if it makes a payment under the Parent Guarantee, shall be entitled upon payment in full of all guaranteed Security Guarantee obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors and the Parent Guarantor, at the time of such payment determined in accordance with GAAP.

Limitation on Guarantor Liability. Each of the Guarantors and the Parent Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that its the Note Guarantee or the Parent Guarantee, as applicable, of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal federal, foreign, provincial or state law to the extent applicable to any Guarantee or the Parent Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Holders and the Guarantors hereby irrevocably agree (to the extent required by such laws) that the obligations of the Parent such Guarantor under its Note Guarantee and each Guarantor this Article Ten shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor (including any guarantee under the Parent Guarantor or such Guarantor, as applicable, Credit Agreement) that are relevant under such laws laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Guarantor in respect of the obligations of such other Guarantor or the Parent Guarantor under this Article 10Ten, result in the obligations of such Guarantor under its Note Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent conveyance transfer or fraudulent transfer under applicable lawconveyance. Each Guarantor that makes a payment for distribution under its Note Guarantee and the Parent Guarantor, if it makes a payment under the Parent Guarantee, shall be is entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s a pro rata portion of such payment amount based on the respective adjusted net assets of all each Guarantor. Each Guarantor that is incorporated, organized or formed, as the Guarantors case may be, in Belgium (a “Belgian Guarantor”), and by its acceptance hereof, each Holder hereby confirms that notwithstanding any other provision of this Indenture, or any related agreements or certificates, the Parent Guarantor, at maximum aggregate liability hereunder of any such Belgian Guarantor will be limited so that the time aggregate of such payment determined Belgian Guarantor’s liability hereunder plus all other liabilities (including conditional guarantees) of such Belgian Guarantor will not exceed its financial capacity or otherwise result in accordance with GAAPinsolvency of such Belgian Guarantor nor exceed any other limitation imposed by Belgian law.

Limitation on Guarantor Liability. (a) Each of the Guarantors and the Parent Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that its Guarantee or the Parent Guarantee, as applicable, guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee or the Parent Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Holders and the Guarantors hereby irrevocably agree that each Guarantor’s liability shall be that amount from time to time equal to the obligations aggregate liability of such Guarantor under the Parent Guarantor and each Guarantor guarantee, but shall be limited to the maximum lesser of (a) the aggregate amount of the Company’s obligations under the Notes and this Indenture or (b) the amount, if any, which would not have (1) rendered the Guarantor “insolvent” (as willsuch term is defined in the Federal Bankruptcy Code and in the Debtor and Creditor Law of the State of New York) or (2) left it with unreasonably small capital at the time its Guarantee with respect to the Notes was entered into, after giving effect to the incurrence of existing Debt immediately before such maximum time; provided, however, it shall be a presumption in any lawsuit or proceeding in which a Guarantor is a party that the amount and all other contingent and fixed liabilities guaranteed pursuant to the Guarantee with respect to the Notes is the amount described in clause (a) above unless any creditor, or representative of creditors of the Parent Guarantor or such Guarantor, as applicable, that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by debtor in possession or on behalf of any other Guarantor or the Parent Guarantor trustee in respect bankruptcy of the obligations of such other Guarantor or the Parent Guarantor under this Article 10, result in the obligations of such Guarantor under its Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Guarantee and the Parent Guarantor, if it makes otherwise proves in a payment under lawsuit that the Parent Guarantee, shall be entitled upon payment aggregate liability of the Guarantor is limited to the amount described in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors and the Parent Guarantor, at the time of such payment determined in accordance with GAAPclause (b).

Limitation on Guarantor Liability. Each of the Guarantors and the Parent Guarantor, and by its acceptance of Notes, each Holderholder, hereby confirms that it is the intention of all such parties that its the Note Guarantee or the Parent Guarantee, as applicable, of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee or the Parent Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor holders and the Guarantors hereby irrevocably agree that the obligations of the Parent Guarantor and each Guarantor under its Note Guarantee and this Article Eleven shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor (including, without limitation, its guarantee of amounts payable under the Parent Guarantor or such Guarantor, as applicable, Credit Agreement and its guarantees of the Existing Notes) that are relevant under such laws laws, and after giving effect to any collections from, rights to receive contribution from from, or payments made by or on behalf of of, any other Guarantor or the Parent Guarantor in respect of the obligations of such other Guarantor or the Parent Guarantor under its Note Guarantee and this Article 10Eleven, result in the obligations of such Guarantor under its Note Guarantee or the Parent Guarantor under the Parent Guarantee, and this Article Eleven not constituting a fraudulent transfer or conveyance or fraudulent transfer under applicable lawsuch laws. Each Guarantor that makes a payment under its Note Guarantee and the Parent Guarantor, if it makes a payment under the Parent Guarantee, shall be entitled upon payment in full of all guaranteed Note Guarantee obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors and the Parent Guarantor, at the time of such payment determined in accordance with GAAP.

Limitation on Guarantor Liability. Each of the Guarantors and the Parent GuarantorGuarantor and, and by its acceptance of NotesSecurities, each Holder, hereby confirms that it is the intention of all such parties that its the Guarantee or the Parent Guarantee, as applicable, of such Guarantor not constitute a fraudulent conveyance or a fraudulent transfer or conveyance for purposes of Bankruptcy Lawbankruptcy law in the United States of America, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee or the Parent Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Holders and the Guarantors of a series of Securities hereby irrevocably agree that the obligations of the Parent Guarantor and each Guarantor of such series of Securities shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent such Guarantor or such Guarantor, as applicable, that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Guarantor of such series of Securities in respect of the obligations of such other Guarantor or the Parent Guarantor of such series of Securities under this Article 10Fifteen, result in the obligations of such Guarantor under its Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor of such series of Securities that makes a payment under its Guarantee and the Parent Guarantor, if it makes a payment under the Parent Guarantee, shall be entitled upon payment in full of all guaranteed Guaranteed obligations under this Indenture to a contribution from each other Guarantor of such series of Securities in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors and the Parent Guarantor, of such series of Securities at the time of such payment determined in accordance with GAAPgenerally accepted accounting principles in the United States of America.

Limitation on Guarantor Liability. Each of the Guarantors and the Parent Guarantor, and by its acceptance of Notesa Security, each Holder, hereby confirms that it is the intention of all such parties that its the Guarantee or the Parent Guarantee, as applicable, of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S. federal or state or the U.K. Insolvency Act of 1986 or any similar United Kingdom, England and Wales law or The Companies Act of 1981 (as amended), the Conveyancing Act 1983 (as amended) or such other similar Bermuda law or such other foreign law to the extent applicable to any Guarantee or the Parent Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Holders and the Guarantors hereby irrevocably agree that the obligations Obligations of the Parent Guarantor and each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent such Guarantor or such Guarantor, as applicable, that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Guarantor in respect of the obligations Obligations of such other Guarantor or the Parent Guarantor under this Article 10XV, result in the obligations Obligations of such Guarantor under its Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Guarantee and the Parent Guarantor, if it makes a payment under the Parent Guarantee, shall be entitled upon payment in full of all guaranteed obligations Obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors and the Parent Guarantor, at the time of such payment determined in accordance with GAAP.

Limitation on Guarantor Liability. (a) Each of the Guarantors and the Parent Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that its the Guarantee or the Parent Guarantee, as applicable, of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of applicable Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state or other applicable law to the extent applicable to any Guarantee or the Parent Guarantee. To effectuate the foregoing intention, the Trustee, the HoldersCollateral Agent, the Parent Guarantor Holders and the Guarantors hereby irrevocably agree that the obligations of the Parent such Guarantor and each Guarantor shall will be limited to the maximum amount as that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent such 114 Guarantor or such Guarantor, as applicable, that are relevant under such laws laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Guarantor in respect of the obligations of such other Guarantor or the Parent Guarantor under this Article 1013, result in the obligations of such Guarantor under its Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent conveyance transfer or fraudulent transfer under applicable lawconveyance. Each Guarantor acknowledges that makes a payment under it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that its Guarantee Guarantee, and the Parent Guarantorwaivers set forth herein, if it makes are knowingly made in contemplation of such benefits. Notwithstanding the foregoing, any Guarantee of any Guarantor organized outside the United States of America may be limited as necessary to (1) comply with applicable law, (2) avoid any general legal limitations such as general statutory limitations, financial assistance, maintenance of share capital, corporate benefit, “thin capitalization” rules, retention of title claims or similar matters, or (3) avoid a payment conflict with the fiduciary duties of such company’s directors, contravention of any legal prohibition or regulatory condition, or the material risk of personal or criminal liability for any officers or directors, in each case of clause (1) through (3), as reasonably determined by the Company. Not in limitation of the immediately preceding sentence but in furtherance thereof and notwithstanding anything to the contrary herein or in any other Note Document, (1) the liabilities and obligations of any Guarantor incorporated in Finland under the Parent Guarantee, Note Documents shall be entitled upon payment limited if and only to the extent it would constitute (i) financial assistance within the meaning of Chapter 13, Section 10 of the Finnish Companies Act (Fi: osakeyhtiölaki, 624/2006, as amended), (ii) unlawful distribution of assets within the meaning of Chapter 13, Section 1 of the Finnish Companies Act or (iii) a breach of other applicable mandatory provisions of the Finnish Companies Act, and (2) in full respect of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion Irish Note Party, the Guarantee of such payment based on Irish Note Party shall not apply to any liability to the respective net assets extent that it would result in such Guarantee (i) constituting unlawful financial assistance within the meaning of all Section 82 of the Guarantors Irish Companies Act or (ii) constituting a breach of Section 239 of the Irish Companies Act. Each Irish Guarantor acknowledges that to the extent that this guarantee has been validated under Section 202 of the Irish Companies Act it shall not constitute unlawful financial assistance under Section 82 of the Irish Companies Act and to the Parent Guarantor, at extent that Section 243 of the time Irish Companies Act applies it shall not constitute a breach of such payment determined in accordance with GAAPSection 239 of the Irish Companies Act.

Limitation on Guarantor Liability. (a) Each of the Guarantors and the Parent Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that its Guarantee or the Parent Guarantee, as applicable, guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee or the Parent Guaranteeguarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Holders and the Guarantors hereby irrevocably agree that each Guarantor's liability shall be that amount from time to time equal to the obligations aggregate liability of such Guarantor under the Parent Guarantor and each Guarantor guarantee, but shall be limited to the maximum lesser of (a) the aggregate amount of the Company's obligations under the Notes and this Indenture or (b) the amount, if any, which would not have (1) rendered the Guarantor "insolvent" (as willsuch term is defined in the Federal Bankruptcy Code and in the Debtor and Creditor Law of the State of New York) or (2) left it with unreasonably small capital at the time its guarantee with respect to the Notes was entered into, after giving effect to the incurrence of existing Debt immediately before such maximum time; provided, however, it shall be a presumption in any lawsuit or proceeding in which a Guarantor is a party that the amount and all other contingent and fixed liabilities guaranteed pursuant to the guarantee with respect to the Notes is the amount described in clause (a) above unless any creditor, or representative of creditors of the Parent Guarantor or such Guarantor, as applicable, that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by debtor in possession or on behalf of any other Guarantor or the Parent Guarantor Trustee in respect bankruptcy of the obligations of such other Guarantor or the Parent Guarantor under this Article 10, result in the obligations of such Guarantor under its Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Guarantee and the Parent Guarantor, if it makes otherwise proves in a payment under lawsuit that the Parent Guarantee, shall be entitled upon payment aggregate liability of the Guarantor is limited to the amount described in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors and the Parent Guarantor, at the time of such payment determined in accordance with GAAPclause (b).

Limitation on Guarantor Liability. Each of the Guarantors and the Parent Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that its the Note Guarantee or the Parent Guarantee, as applicable, of such Guarantor not constitute a fraudulent conveyance or a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal federal, Canadian, provincial or state law to the extent applicable to any Guarantee or the Parent Note Guarantee. To effectuate the foregoing intention, the TrusteeTrustees, the Holders, the Parent Guarantor Holders and the Guarantors hereby irrevocably agree that the obligations of the Parent Guarantor and each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent such Guarantor or such Guarantor, as applicable, that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or the Parent Guarantor pursuant to its contribution obligations under this Article 10Indenture, result in the obligations of such Guarantor under its Note Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Note Guarantee and the Parent Guarantor, if it makes a payment under the Parent Guarantee, shall be entitled upon payment in full of all guaranteed obligations Guaranteed Obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors and the Parent Guarantor, at the time of such payment determined in accordance with GAAPIFRS. The obligations of each Guarantor are subject to the limitations set forth in clause (d) of Section 4.15.

Limitation on Guarantor Liability. (a) Each of the Guarantors and the Parent Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that its Guarantee or the Parent Guarantee, as applicable, guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee or the Parent Guaranteeguarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Holders and the Guarantors hereby irrevocably agree that each Guarantor's liability shall be that amount from time to time equal to the obligations aggregate liability of such Guarantor under the Parent Guarantor and each Guarantor guarantee, but shall be limited to the maximum lesser of (a) the aggregate amount of the Company's obligations under the Notes and this Indenture or (b) the amount, if any, which would not have (1) rendered the Guarantor "insolvent" (as willsuch term is defined in Bankruptcy Law and in the Debtor and Creditor Law of the State of New York) or (2) left it with unreasonably small capital at the time its guarantee with respect to the Notes was entered into, after giving effect to the incurrence of existing Debt immediately before such maximum time; PROVIDED, HOWEVER, it shall be a presumption in any lawsuit or proceeding in which a Guarantor is a party that the amount and all other contingent and fixed liabilities guaranteed pursuant to the guarantee with respect to the Notes is the amount described in clause (a) above unless any creditor, or representative of creditors of the Parent Guarantor or such Guarantor, as applicable, that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by debtor in possession or on behalf of any other Guarantor or the Parent Guarantor Trustee in respect bankruptcy of the obligations of such other Guarantor or the Parent Guarantor under this Article 10, result in the obligations of such Guarantor under its Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Guarantee and the Parent Guarantor, if it makes otherwise proves in a payment under lawsuit that the Parent Guarantee, shall be entitled upon payment aggregate liability of the Guarantor is limited to the amount described in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors and the Parent Guarantor, at the time of such payment determined in accordance with GAAPclause (b).

Limitation on Guarantor Liability. (a) Each of the Guarantors and the Parent Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that its the Guarantee or the Parent Guarantee, as applicable, of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee or the Parent Guaranteeguarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Holders and the Guarantors hereby irrevocably agree that each Guarantor’s liability shall be that amount from time to time equal to the obligations aggregate liability of such Guarantor under the Parent Guarantor and each Guarantor Guarantee, but shall be limited to the maximum lesser of (i) the aggregate amount of the Company’s obligations under the Notes and this Indenture or (ii) the amount, if any, which would not have (1) rendered the Guarantor “insolvent” (as willsuch term is defined in Bankruptcy Law and in the Debtor and Creditor Law of the State of New York) or (2) left it with unreasonably small capital at the time its guarantee with respect to the Notes was entered into, after giving effect to the incurrence of existing Debt immediately before such maximum time; provided, however, it shall be a presumption in any lawsuit or proceeding in which a Guarantor is a party that the amount and all other contingent and fixed liabilities guaranteed pursuant to the guarantee with respect to the Notes is the amount described in clause (i) above unless any creditor, or representative of creditors of the Parent Guarantor or such Guarantor, as applicable, that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by debtor in possession or on behalf of any other Guarantor or the Parent Guarantor trustee in respect bankruptcy of the obligations of such other Guarantor or the Parent Guarantor under this Article 10, result in the obligations of such Guarantor under its Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Guarantee and the Parent Guarantor, if it makes otherwise proves in a payment under lawsuit that the Parent Guarantee, shall be entitled upon payment aggregate liability of the Guarantor is limited to the amount described in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors and the Parent Guarantor, at the time of such payment determined in accordance with GAAPclause (ii).

Limitation on Guarantor Liability. Each of the Guarantors and the Parent Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that its the Note Guarantee or the Parent Guarantee, as applicable, of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy LawCode, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal federal, state, provincial, territorial or state foreign law to the extent applicable to any Guarantee or the Parent Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Holders and the Guarantors hereby irrevocably agree that the obligations of the Parent such Guarantor under its Note Guarantee and each Guarantor this Article Eleven shall be limited to the maximum amount as will, after giving effect to such maximum amount and (i) all other contingent and fixed liabilities of the Parent such Guarantor or such Guarantor, as applicable, (including any guarantees under any revolving credit agreement permitted by Section 4.10(b)(1) that are relevant under such laws laws), and after giving effect to (ii) any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Guarantor in respect of the obligations of such other Guarantor or the Parent Guarantor under this Article 10Eleven, result in the obligations of such Guarantor under its Note Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent conveyance transfer or fraudulent transfer under applicable lawconveyance. Each In order to provide for just and equitable contribution among the Guarantors, each Guarantor agrees that, in the event that makes any payment or distribution is made by any Guarantor (a payment “Funding Guarantor”) under its Guarantee and the Parent Guarantor, if it makes a payment under the Parent Note Guarantee, such Funding Guarantor shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s a pro rata portion of such payment amount based on the respective net assets adjusted Net Assets of each Guarantor (including the Funding Guarantor) for all payments, damages and expenses incurred by that Funding Guarantor in discharging the Guarantors and the Parent Guarantor, at the time of such payment determined in accordance with GAAPGuarantee Obligations.

Limitation on Guarantor Liability. Each of the Guarantors and the Parent Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that its the Note Guarantee or the Parent Guarantee, as applicable, of such Guarantor not constitute (i) a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal federal, state or state foreign law to the extent applicable to any its Note Guarantee or (ii) an unlawful distribution under any applicable state or foreign law prohibiting distributions by an insolvent entity to the Parent extent applicable to its Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Holders and the Guarantors hereby irrevocably agree that the obligations of the Parent such Guarantor and each Guarantor shall will be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent such Guarantor or such Guarantor, as applicable, that are relevant under such laws laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Guarantor in respect of the obligations of such other Guarantor or the Parent Guarantor under this Article 10, result in the obligations of such Guarantor under its Note Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent transfer or conveyance or fraudulent transfer under applicable lawsuch an unlawful distribution. Each Guarantor that makes a payment under Notwithstanding anything to the contrary, nothing in this Indenture may cause the aggregate amount of Sensor-Nite NV's liability with respect to all Indebtedness guaranteed by Sensor-Nite NV at or prior to the Issue Date, including, without limitation, pursuant to this Indenture and its Guarantee and the Parent Guarantor, if it makes a payment under the Parent Note Guarantee, shall be entitled upon payment to exceed the greater of (i) 90% of Sensor-Nite NV's own funds (eigen vermogen/capitaux propres, as defined in full Article 617 of all guaranteed obligations under this Indenture to a contribution the Belgian Companies Code) as derived from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors and the Parent Guarantor, its latest audited financial statements available at the time of such any demand for payment determined in accordance with GAAPis made and (ii) $40 million.

Limitation on Guarantor Liability. Each of the Guarantors and the Parent Guarantor, and by its acceptance of NotesNotes of any series, each HolderHolder of such series of Notes, hereby confirms that it is the intention of all such parties that its the Guarantee or the Parent Guarantee, as applicable, of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee or the Parent Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Holders of such series and the Guarantors hereby irrevocably agree that the obligations of the Parent such Guarantor and each Guarantor shall will be limited to the maximum amount as willwhich, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent Guarantor or such Guarantor, as applicable, that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Guarantor in respect of the obligations of such other Guarantor under its Guarantee or the Parent Guarantor pursuant to its contribution obligations under this Article 10Ten, will result in the obligations of such Guarantor under its Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent conveyance or fraudulent transfer under applicable federal or state law. Until such time as the Notes of such series are paid in full, each Guarantor hereby waives all rights of subrogation or contribution, whether arising by contract or operation of law (including, without limitation, any such right arising under Federal Bankruptcy Law) or otherwise by reason of any payment by it pursuant to the provisions of this Article Ten. Each Guarantor that makes a payment or distribution under its Guarantee and the Parent Guarantor, if it makes a payment under the Parent Guarantee, shall will be entitled upon payment in full of all guaranteed obligations under this Indenture to a seek contribution from each other Guarantor in an amount equal to such other Guarantor’s a pro rata portion of such payment amount based on the respective net assets of all the Guarantors and the Parent Guarantor, at the time of such payment each Guarantor determined in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Guarantee.

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

Limitation on Guarantor Liability. Each of the Guarantors and the Parent Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that its the Guarantee or the Parent Guarantee, as applicable, of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal federal, foreign or state law to the extent applicable to any Guarantee or the Parent Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Holders and the Guarantors hereby irrevocably agree that the obligations of the Parent such Guarantor and each Guarantor under this Article Eleven shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent such Guarantor or (including any guarantee under any Credit Facility (including any Credit Agreement) permitted under Section 4.07(b)(1) and including such Guarantor’s guarantees of the Issuer’s obligations under the Senior Notes, as applicablethe Senior Notes Indenture, the Existing Senior Subordinated Notes and the Existing Senior Subordinated Notes Indentures) that are relevant under such laws laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Guarantor in respect of the obligations of such other Guarantor or the Parent Guarantor under this Article 10Eleven, result in the obligations of such Guarantor under its Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent transfer or conveyance under any such applicable federal, foreign or fraudulent transfer under applicable state law. Each Guarantor that makes a payment for distribution under its Guarantee and the Parent Guarantor, if it makes a payment under the Parent Guarantee, shall be is entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s a pro rata portion of such payment amount based on the respective adjusted net assets of all the Guarantors and the Parent each Guarantor, at the time of such payment determined in accordance with GAAP.

Limitation on Guarantor Liability. Each of the Guarantors Guarantor and the Parent Guarantor, and by its acceptance of Notes, each Holder, Lender hereby confirms confirm that it is the intention of all such parties that its Guarantee or the Parent Guarantee, as applicable, Guaranty of such Guarantor not constitute a fraudulent transfer or conveyance fraudulent conveyance, or similar limitation, for purposes of the Bankruptcy LawCode, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee or the Parent GuaranteeGuaranty. To effectuate the foregoing intention, the Trustee, the Holders, the Parent each Guarantor and the Guarantors Lender hereby irrevocably agree that the obligations of the Parent Guarantor and each Guarantor shall be limited to the maximum amount as willshall, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent such Guarantor or such Guarantor, as applicable, that are relevant under such laws and after giving effect to any collections from, from the rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Guarantor in respect of the obligations of such other Guarantor or the Parent Guarantor under this Article 10Agreement, result in the obligations of such Guarantor under its Guarantee or the Parent Guarantor under the Parent Guarantee, Guaranty not constituting a fraudulent conveyance transfer or fraudulent transfer conveyance, or similar limitation, under applicable lawApplicable Law. Each Notwithstanding anything to the contrary contained in this Agreement, each Guarantor that makes a hereby unconditionally and irrevocably waives, releases and abrogates any and all rights it may now or hereafter have under any agreement, at law or in equity (including without limitation any law subrogating the Guarantor to the rights of the Lender), to assert any claim against or seek contribution, indemnification or any other form of reimbursement from the Borrower or any other Loan Party liable for payment of any or all of the Obligations for any payment made by the Guarantor under or in connection with its Guarantee Guaranty or otherwise until such time as all Obligations are paid and performed in full under this Agreement and the Parent Guarantorother Loan Documents, if it makes a payment under the Parent Guarantee, shall be entitled upon payment in full of all guaranteed obligations under and this Indenture to a contribution from Agreement and each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors and the Parent Guarantor, at the time of such payment determined Loan Document has been terminated in accordance with GAAPSection 21.

Limitation on Guarantor Liability. (a) Each of the Guarantors and the Parent Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that its the Note Guarantee or the Parent Guarantee, as applicable, of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law or foreign law to the extent applicable to any Guarantee Note Guarantee, and with respect to any Guarantor organized under the laws of Malaysia, the amount of the Note Obligations guaranteed by such Guarantor (and the value of any assets provided by such Guarantor as security for the Note Obligations) shall be in, but not in excess of, the maximum amount permitted by any Legal Requirement applicable to such Guarantor, including, but not limited to, the Malaysian Financial Services Act of 2013, as amended, and any rules, regulations, or the Parent Guaranteerulings promulgated by Bank Negara Malaysia (or any successor central bank of Malaysia). To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Holders and the Guarantors hereby irrevocably agree that the obligations of the Parent such Guarantor and each Guarantor shall will be limited to the maximum amount as that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent each such Guarantor or such Guarantor, as applicable, that are relevant under such laws laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Guarantor in respect of the obligations of such other Guarantor or the Parent Guarantor under this Article 1011 to the extent relevant under such laws, result in the obligations of such Guarantor under its Note Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent transfer or conveyance or fraudulent transfer being otherwise unenforceable under applicable relevant law. Each Guarantor that makes a payment under its Guarantee , and the Parent Guarantor, if it makes amount of the Note Obligations guaranteed by a payment Guarantor organized under the Parent Guarantee, laws of Malaysia (and the value of any assets provided by such Guarantor as security for such Note Obligations) shall be entitled upon payment in full of all guaranteed obligations under this Indenture limited to a contribution from each other Guarantor in an aggregate amount equal to the largest amount that would not violate any Legal Requirement applicable to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors and the Parent Guarantor, at including, but not limited to, the time Malaysian Financial Services Act of such payment determined in accordance with GAAP2013, as amended, and any rules, regulations, or rulings promulgated by Bank Negara Malaysia (or any successor central bank of Malaysia).

Limitation on Guarantor Liability. Each of the Guarantors and the Parent Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that its the Note Guarantee or the Parent Guarantee, as applicable, of such Guarantor not constitute a preference, fraudulent conveyance, fraudulent transfer or conveyance a transfer at undervalue for purposes of Bankruptcy LawLaws, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal federal, state or state foreign law to the extent applicable to any Guarantee or the Parent Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Holders and the Guarantors hereby irrevocably agree that the obligations of the Parent Guarantor and each #96405991v19 Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent such Guarantor or such Guarantor, as applicable, that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Guarantor in respect of the obligations of such other Guarantor or the Parent Guarantor under this Article ARTICLE 10, result in the obligations of such Guarantor under its Note Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent conveyance or fraudulent transfer under applicable law. For purposes of disclosure pursuant to the Interest Act (Canada), the annual rates of interest or fees to which the rates of interest or fees provided in this Indenture, the Notes or any Note Guarantee (and stated herein or therein, as applicable, to be computed on the basis of 360 days or any other period of time less than a calendar year) are equivalent are the rates so determined multiplied by the actual number of days in the applicable calendar year and divided by 360 or such other period of time, respectively. If any provision of this Indenture, the Notes, any Note Guarantee or other obligations arising pursuant to this Indenture would oblige any Canadian Note Party to make any payment of interest or other amount payable to any Holder in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by that Holder of “interest” at a “criminal rate” (as such terms are construed under the Criminal Code (Canada)), then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by applicable law or so result in a receipt by that Holder of “interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary (but only to the extent necessary), by reducing the amount or rate of interest, and, thereafter, by reducing any fees, commissions, costs, expenses, premiums and other amounts required to be paid to the affected Holder which would constitute interest for purposes of section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Holder shall have received an amount in excess of the maximum permitted by section 347 of the Criminal Code (Canada), the applicable Canadian Note Party shall be entitled to obtain reimbursement from such Holder in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Holder to such Canadian Note Party. Each Guarantor that makes a payment under its Note Guarantee and the Parent Guarantor, if it makes a payment under the Parent Guarantee, shall will be entitled upon payment in full of all guaranteed obligations Guaranteed Obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors and the Parent Guarantor, at the time of such payment payment, determined in accordance with GAAP.. In particular,

Limitation on Guarantor Liability. Each of the Guarantors and the Parent Subsidiary Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that its the Note Guarantee or the Parent Guarantee, as applicable, of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal federal, foreign or state law to the extent applicable to any Guarantee or the Parent Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Holders and the Subsidiary Guarantors hereby irrevocably agree that the obligations of the Parent such Guarantor under its Note Guarantee and each Guarantor this Article Eleven shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent such Guarantor or (including, without limitation, any guarantee under any secured Indebtedness of such Guarantor, as applicable, including the guarantees of any Credit Agreement) that are relevant under such laws laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Subsidiary Guarantor in respect of the obligations of such other Guarantor or the Parent Guarantor under this Article 10Eleven, result in the obligations of such Guarantor under its Note Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent conveyance transfer or fraudulent transfer under applicable lawconveyance. Each Subsidiary Guarantor that makes a payment for distribution under its Note Guarantee and the Parent Guarantor, if it makes a payment under the Parent Guarantee, shall be is entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Subsidiary Guarantor in an amount equal to such other Guarantor’s a pro rata portion of such payment amount based on the respective adjusted net assets of all the Guarantors and the Parent each Subsidiary Guarantor, at the time of such payment determined in accordance with GAAP.

Limitation on Guarantor Liability. (a) Each of the Guarantors and the Parent Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that its the Guarantee or the Parent Guarantee, as applicable, of such Guarantor not constitute a fraudulent transfer or conveyance (or similar concept under applicable law) for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law law, or the similar laws of any other jurisdiction, in each case to the extent applicable to any Guarantee Guarantee, or the Parent Guaranteeotherwise violate applicable law. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Holders and the Guarantors hereby irrevocably agree that (in addition to any other limitations in this Article X) the obligations of the Parent Guarantor and each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent such Guarantor or such Guarantor, as applicable, that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Guarantor in respect of the obligations of such other Guarantor or the Parent Guarantor under this Article 10X, result in the obligations of such Guarantor under its Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent conveyance or fraudulent transfer under or otherwise violating applicable law. Each Guarantor that makes a payment under its Guarantee and the Parent Guarantor, if it makes a payment under the Parent Guarantee, shall be entitled upon payment in full of all guaranteed obligations under this Indenture Notes Obligations to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors and the Parent Guarantor, at the time of such payment determined in accordance with GAAP; provided that (i) the amount of such contributions made by any Limited Guarantor shall be limited to the maximum amount that, taken together with the amount of any payment made by such Limited Guarantor under its Limited Guarantee, does not cause the limits set forth for such Limited Guarantor in Section 10.02(b) hereof to be exceeded and (ii) any resulting shortfall in contributions shall be allocated among the Guarantors whose contributions are not so limited on the same basis (excluding the Limited Guarantors whose contributions are so limited from such calculation).

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

Limitation on Guarantor Liability. Each of the Guarantors and the Parent Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that its the Guarantee or the Parent Guarantee, as applicable, of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee or the Parent Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Holders and the Guarantors hereby irrevocably agree that the obligations of the Parent Guarantor and each Guarantor under its Guarantee and this Article 13 shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor (including, without limitation, its guarantee of amounts payable under the Parent Guarantor 2026 Notes or such Guarantor, as applicable, any Refinancing Indebtedness) that are relevant under such laws laws, and after giving effect to any collections from, rights to receive contribution from from, or payments or deliveries made by or on behalf of of, any other Guarantor or the Parent Guarantor in respect of the obligations of such other Guarantor or the Parent Guarantor under its Guarantee and this Article 1013, result in the obligations of such Guarantor under its Guarantee or the Parent Guarantor under the Parent Guarantee, and this Article 13 not constituting a fraudulent transfer or conveyance or fraudulent transfer under applicable lawsuch laws. Each Guarantor that makes a payment or delivery under its Guarantee and the Parent Guarantor, if it makes a payment under the Parent Guarantee, shall be entitled upon payment satisfaction in full of all guaranteed obligations Guarantee Obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment or delivery, as the case may be, based on the respective net assets of all the Guarantors and the Parent Guarantor, at the time of such payment or delivery determined in accordance with GAAP.

Limitation on Guarantor Liability. Each of the Guarantors and the Parent Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that its the Note Guarantee or the Parent Guarantee, as applicable, of such Guarantor not constitute a fraudulent conveyance or a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law or abuse of corporate assets or similar laws affecting the rights of creditors generally, including laws relating to the liability of directors and managers, in each case to the extent applicable to any Guarantee or the Parent Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Holders and the Guarantors hereby irrevocably agree that the obligations of the Parent Guarantor and each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent such Guarantor or such Guarantor, as applicable, that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Guarantor in respect of the obligations of such other Guarantor or the Parent Guarantor under this Article 10, result in the obligations of such Guarantor under its Note Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Note Guarantee and the Parent Guarantor, if it makes a payment under the Parent Guarantee, shall will be entitled upon payment in full of all guaranteed obligations Guaranteed Obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors and the Parent Guarantor, at the time of such payment payment, determined in accordance with GAAP.

Limitation on Guarantor Liability. Each of the Guarantors and the Parent Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that its the Guarantee or the Parent Guarantee, as applicable, of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal federal, foreign or state law to the extent applicable to any Guarantee or the Parent Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Holders and the Guarantors hereby irrevocably agree that the obligations of the Parent such Guarantor and each Guarantor under this Article Eleven shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent such Guarantor or (including any guarantee under any Credit Facility (including any Credit Agreement) permitted under Section 4.07, including such Guarantor’s guarantee of the Issuer’s obligations under the Senior Notes and the Senior Notes Indenture, as applicable, and including such Guarantor’s guarantee of the Issuer’s obligations under the 2009 Senior Subordinated Notes and the 2009 Senior Subordinated Notes Indenture) that are relevant under such laws laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Guarantor in respect of the obligations of such other Guarantor or the Parent Guarantor under this Article 10Eleven, result in the obligations of such Guarantor under its Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent transfer or conveyance under any such applicable federal, foreign or fraudulent transfer under applicable state law. Each Guarantor that makes a payment for distribution under its Guarantee and the Parent Guarantor, if it makes a payment under the Parent Guarantee, shall be is entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s a pro rata portion of such payment amount based on the respective adjusted net assets of all the Guarantors and the Parent each Guarantor, at the time of such payment determined in accordance with GAAP.

Limitation on Guarantor Liability. Each of the Guarantors and the Parent GuarantorGuarantor and, and by its acceptance of NotesSecurities, each Holder, hereby confirms that it is the intention of all such parties that its the Guarantee or the Parent Guarantee, as applicable, of such Guarantor not constitute a fraudulent conveyance or a fraudulent transfer or conveyance for purposes of Bankruptcy Lawbankruptcy law in the United States, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee or the Parent Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Holders and the Guarantors of a series of Securities hereby irrevocably agree that the obligations of the Parent Guarantor and each Guarantor of such series of Securities shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent such Guarantor or such Guarantor, as applicable, that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Guarantor of such series of Securities in respect of the obligations of such other Guarantor or the Parent Guarantor of such series of Securities under this Article 10Sixteen, result in the obligations of such Guarantor under its Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor of such series of Securities that makes a payment under its Guarantee and the Parent Guarantor, if it makes a payment under the Parent Guarantee, shall be entitled upon payment in full of all guaranteed Guaranteed obligations under this Indenture to a contribution from each other Guarantor of such series of Securities in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors and the Parent Guarantor, of such series of Securities at the time of such payment determined in accordance with GAAPgenerally accepted accounting principles in the United States.

Limitation on Guarantor Liability. Each of the Guarantors and the Parent Guarantor, and by its acceptance of Notes each Holder of Notes, each Holder, hereby confirms that it is the intention of all such parties that its the Note Guarantee or the Parent Guarantee, as applicable, of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee or the Parent Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor 105 Holders and the Guarantors hereby irrevocably agree that the obligations of the Parent such Guarantor and each Guarantor shall will be limited to the maximum amount as willwhich, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent Guarantor or such Guarantor, as applicable, that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or the Parent Guarantor pursuant to its contribution obligations under this Article 10ARTICLE XI, will result in the obligations of such Guarantor under its Note Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent conveyance or fraudulent transfer under applicable federal or state law. Until such time as the Notes are paid in full, each Guarantor hereby waives all rights of subrogation or contribution, whether arising by contract or operation of law (including, without limitation, any such right arising under Federal Bankruptcy Law) or otherwise by reason of any payment by it pursuant to the provisions of this ARTICLE XI. Each Guarantor that makes a payment or distribution under its Note Guarantee and the Parent Guarantor, if it makes a payment under the Parent Guarantee, shall will be entitled upon payment in full of all guaranteed obligations under this Indenture to a seek contribution from each other Guarantor in an amount equal to such other Guarantor’s a pro rata portion of such payment amount based on the respective net assets of all the Guarantors and the Parent Guarantor, at the time of such payment each Guarantor determined in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee.

Limitation on Guarantor Liability. Each of the Guarantors and the Parent Guarantor, and by its acceptance of Notes, each HolderHolder of Notes, hereby confirms that it is the intention of all such parties that its the Guarantee or the Parent Guarantee, as applicable, of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal Federal or state law to the extent applicable to any Guarantee or the Parent Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Holders of such series and the Guarantors hereby irrevocably agree that the obligations of the Parent such Guarantor and each Guarantor shall will be limited to the maximum amount as willwhich, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent Guarantor or such Guarantor, as applicable, that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Guarantor in respect of the obligations of such other Guarantor under its Guarantee or the Parent Guarantor pursuant to its contribution obligations under this Article 10Ten, will result in the obligations of such Guarantor under its Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent conveyance or fraudulent transfer under applicable Federal or state law. Until such time as the Notes are paid in full, each Guarantor hereby waives all rights of subrogation or contribution, whether arising by contract or operation of law (including, without limitation, any such right arising under Federal Bankruptcy Law) or otherwise by reason of any payment by it pursuant to the provisions of this Article Ten. Each Guarantor that makes a payment or distribution under its Guarantee and the Parent Guarantor, if it makes a payment under the Parent Guarantee, shall will be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s a pro rata portion of such payment amount based on the respective net assets of all the Guarantors and the Parent Guarantor, at the time of such payment each Guarantor determined in accordance with GAAP.

Limitation on Guarantor Liability. Each of the Guarantors and the Parent Guarantor, and by its acceptance of NotesSecurities, each Holder, hereby confirms that it is the intention of all such parties that its the Note Guarantee or the Parent Guarantee, as applicable, of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee or the Parent Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Holders and the Guarantors hereby irrevocably agree that the obligations of the Parent such Guarantor and each Guarantor shall will be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent such Guarantor or such Guarantor, as applicable, that are relevant under such laws laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Guarantor in respect of the obligations of such other Guarantor or the Parent Guarantor under this Article 10Fourteen, result in the obligations of such Guarantor under its Note Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent conveyance transfer or fraudulent transfer under applicable lawconveyance. Section 1403 Execution and Delivery of Note Guarantee. To evidence its Note Guarantee set forth in Section 1401, each Guarantor hereby agrees that a notation of such Note Guarantee substantially in the form included in Exhibit E shall be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Guarantor by one of its Responsible Officers. Each Guarantor hereby agrees that makes its Note Guarantee set forth in Section 1401 shall remain in full force and effect notwithstanding any failure to endorse on each Security a payment under its notation of such Note Guarantee. If an Officer whose signature is on this Indenture or on the Note Guarantee and no longer holds that office at the Parent Guarantortime the Trustee authenticates the Security on which a Note Guarantee is endorsed, if it makes a payment under the Parent GuaranteeNote Guarantee shall be valid nevertheless. The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall be entitled upon payment constitute due delivery of the Note Guarantee set forth in full of all guaranteed obligations under this Indenture on behalf of the Guarantors. In the event, subsequent to the execution of this Indenture, (a) the Company or any of its Restricted Subsidiaries creates or acquires any new Restricted Subsidiary that provides a contribution from each other Guarantee of any Debt of the Company or any of its Subsidiaries (including but not limited to certain Subsidiaries of SPS Technologies, Inc.) or (b) any direct or indirect Restricted Subsidiary of the Company that is not a Guarantor provides a Guarantee of any Debt of the Company or any Subsidiary, the Company shall cause such Restricted Subsidiary to execute supplemental indentures to this Indenture and Note Guarantees in an amount equal accordance with this Article Fourteen, to the extent applicable (in the form of Exhibit D hereto providing for the Guarantee of the payment of the Securities by such other Guarantor’s pro rata portion of such payment based Restricted Subsidiary on the respective net assets of all same basis as the Guarantors and the Parent Guarantor, at the time of the execution of such payment determined in accordance with GAAPsupplemental indenture) and deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created or provided such Guarantee.

Limitation on Guarantor Liability. Each of the Guarantors and the Parent Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that its the Guarantee or the Parent Guarantee, as applicable, of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee or the Parent Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Holders and the Guarantors hereby irrevocably agree that the obligations of the Parent Guarantor and each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent such Guarantor or such Guarantor, as applicable, that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Guarantor in respect of the obligations of such other Guarantor or the Parent Guarantor under this Article 10, result in the obligations of such Guarantor under its Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent conveyance or fraudulent transfer under applicable lawApplicable Law or to comply with corporate benefit, financial assistance and other laws. Each Guarantor that makes a payment under its Guarantee and the Parent Guarantor, if it makes a payment under the Parent Guarantee, shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors and the Parent Guarantor, at the time of such payment determined in accordance with GAAP. Each Guarantor shall waive any and all of its rights under the existing or future laws of Guernsey, whether by virtue of the droit de division or otherwise, to require that any liability under or in connection with this Indenture be divided or apportioned with any other person or reduced in any manner whatsoever, and whether by virtue of the droit de discussion or otherwise, to require that recourse be had to the assets of any other person before any claim is enforced against it.

Limitation on Guarantor Liability. (a) Each of the Guarantors and the Parent Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that its Guarantee or the Parent Guarantee, as applicable, guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law in any jurisdiction to the extent applicable to any Guarantee or the Parent Guaranteeguarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Holders and the Guarantors hereby irrevocably agree that each Guarantor’s liability shall be that amount from time to time equal to the obligations aggregate liability of such Guarantor under the Parent Guarantor and each Guarantor guarantee, but shall be limited to the maximum lesser of (a) the aggregate amount of the Company’s obligations under the Notes and this Indenture or (b) the amount, if any, which would not have (1) rendered the Guarantor “insolvent” (as willsuch term is defined in Bankruptcy Law and in the Debtor and Creditor Law of the State of New York) or (2) left it with unreasonably small capital at the time its guarantee with respect to the Notes was entered into, after giving effect to the incurrence of existing Debt immediately before such maximum time; provided, however, it shall be a presumption in any lawsuit or proceeding in which a Guarantor is a party that the amount and all other contingent and fixed liabilities guaranteed pursuant to the guarantee with respect to the Notes is the amount described in clause (a) above unless any creditor, or representative of creditors of the Parent Guarantor or such Guarantor, as applicable, that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by debtor in possession or on behalf of any other Guarantor or the Parent Guarantor trustee in respect bankruptcy of the obligations of such other Guarantor or the Parent Guarantor under this Article 10, result in the obligations of such Guarantor under its Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Guarantee and the Parent Guarantor, if it makes otherwise proves in a payment under lawsuit that the Parent Guarantee, shall be entitled upon payment aggregate liability of the Guarantor is limited to the amount described in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors and the Parent Guarantor, at the time of such payment determined in accordance with GAAPclause (b).

Limitation on Guarantor Liability. (a) Each of the Guarantors and the Parent Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that its the Guarantee or the Parent Guarantee, as applicable, of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of applicable Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state or other applicable law to the extent applicable to any Guarantee or the Parent Guarantee. To effectuate the foregoing intention, the Trustee, the HoldersCollateral Agent, the Parent Guarantor Holders and the Guarantors hereby irrevocably agree that the obligations of the Parent such Guarantor and each Guarantor shall will be limited to the maximum amount as that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent such Guarantor or such Guarantor, as applicable, that are relevant under such laws laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Guarantor in respect of the obligations of such other Guarantor or the Parent Guarantor under this Article 1013, result in the obligations of such Guarantor under its Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent conveyance transfer or fraudulent transfer under applicable lawconveyance. Each Guarantor acknowledges that makes a payment under it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that its Guarantee Guarantee, and the Parent Guarantorwaivers set forth herein, if it makes are knowingly made in contemplation of such benefits. Notwithstanding the foregoing, any Guarantee of any Guarantor organized outside the United States of America may be limited as necessary to (1) comply with applicable law, (2) avoid any general legal limitations such as general statutory limitations, financial assistance, maintenance of share capital, corporate benefit, “thin capitalization” rules, retention of title claims or similar matters, or (3) avoid a payment conflict with the fiduciary duties of such company’s directors, contravention of any legal prohibition or regulatory condition, or the material risk of personal or criminal liability for any officers or directors, in each case of clause (1) through (3), as reasonably determined by the Company. Not 102 in limitation of the immediately preceding sentence but in furtherance thereof and notwithstanding anything to the contrary herein or in any other Note Document, (1) the liabilities and obligations of any Guarantor incorporated in Finland under the Parent Guarantee, Note Documents shall be entitled upon payment limited if and only to the extent it would constitute (i) financial assistance within the meaning of Chapter 13, Section 10 of the Finnish Companies Act (Fi: osakeyhtiölaki, 624/2006, as amended), (ii) unlawful distribution of assets within the meaning of Chapter 13, Section 1 of the Finnish Companies Act or (iii) a breach of other applicable mandatory provisions of the Finnish Companies Act, and (2) in full respect of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion Irish Note Party, the Guarantee of such payment based on Irish Note Party shall not apply to any liability to the respective net assets extent that it would result in such Guarantee (i) constituting unlawful financial assistance within the meaning of all Section 82 of the Guarantors Irish Companies Act or (ii) constituting a breach of Section 239 of the Irish Companies Act. Each Irish Guarantor acknowledges that to the extent that this guarantee has been validated under Section 202 of the Irish Companies Act it shall not constitute unlawful financial assistance under Section 82 of the Irish Companies Act and to the Parent Guarantor, at extent that Section 243 of the time Irish Companies Act applies it shall not constitute a breach of such payment determined in accordance with GAAPSection 239 of the Irish Companies Act.

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

Limitation on Guarantor Liability. Each of the Guarantors and the Parent Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that its the Guarantee or the Parent Guarantee, as applicable, of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law affecting the rights of creditors generally to the extent applicable to any Guarantee or the Parent Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Holders and the Guarantors hereby irrevocably agree that the obligations of the Parent such Guarantor and each Guarantor under its Guarantee shall be limited limited, to the extent enforceable, to an amount not to exceed the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent such Guarantor or (including, without limitation, all Senior Indebtedness of such Guarantor, as applicable, ) that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Guarantor in respect of the obligations of such other Guarantor or the Parent Guarantor under this Article 1011, result in the obligations of such Guarantor under its Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Guarantee and the Parent Guarantor, if it makes a payment under the Parent Guarantee, shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors and the Parent Guarantor, at the time of such payment determined in accordance with GAAP.

Limitation on Guarantor Liability. Each of the Guarantors and the Parent Subsidiary Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that its the Note Guarantee or the Parent Guarantee, as applicable, of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S. federal or state law to the extent applicable to any Guarantee or the Parent Note Guarantee. To effectuate the foregoing intention, the Trustee, the HoldersCollateral Agent, the Parent Guarantor Holders and the Subsidiary Guarantors hereby irrevocably agree that the obligations of the Parent Guarantor and each Subsidiary Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent such Subsidiary Guarantor or such Guarantor, as applicable, that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Subsidiary Guarantor in respect of the obligations of such other Guarantor or the Parent Subsidiary Guarantor under this Article 1018, result in the obligations of such Subsidiary Guarantor under its Note Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Subsidiary Guarantor that makes a payment under its Note Guarantee and the Parent Guarantor, if it makes a payment under the Parent Guarantee, shall be entitled upon payment in full of all guaranteed Note Guaranteed obligations 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 the Parent Guarantor, at the time of such payment determined in accordance with U.S. GAAP.

Limitation on Guarantor Liability. (a) Each of the Guarantors and the Parent Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that its Guarantee or the Parent Guarantee, as applicable, guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee or the Parent Guaranteeguarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Holders and the Guarantors hereby irrevocably agree that each Guarantor's liability shall be that amount from time to time equal to the obligations aggregate liability of such Guarantor under the Parent Guarantor and each Guarantor Guarantee, but shall be limited to the maximum lesser of (a) the aggregate amount of the Companies' obligations under the Notes and this Indenture or (b) the amount, if any, which would not have (1) rendered the Guarantor "insolvent" (as willsuch term is defined in the Federal Bankruptcy Code and in the Debtor and Creditor Law of the State of New York) or (2) left it with unreasonably small capital at the time its Guarantee with respect to the Notes was entered into, after giving effect to the incurrence of existing Indebtedness immediately before such maximum time; provided, however, it shall be a presumption in any lawsuit or proceeding in which a Guarantor is a party that the amount and all other contingent and fixed liabilities guaranteed pursuant to the Guarantee with respect to the Notes is the amount described in clause (a) above unless any creditor, or representative of creditors of the Parent Guarantor or such Guarantor, as applicable, that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by debtor in possession or on behalf of any other Guarantor or the Parent Guarantor Trustee in respect bankruptcy of the obligations of such other Guarantor or the Parent Guarantor under this Article 10, result in the obligations of such Guarantor under its Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Guarantee and the Parent Guarantor, if it makes otherwise proves in a payment under lawsuit that the Parent Guarantee, shall be entitled upon payment aggregate liability of the Guarantor is limited to the amount described in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors and the Parent Guarantor, at the time of such payment determined in accordance with GAAPclause (b).

Limitation on Guarantor Liability. Each of the Guarantors and the Parent Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that its the Note Guarantee or the Parent Guarantee, as applicable, of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee or the Parent Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Holders and the Guarantors hereby irrevocably agree that the obligations of the Parent such Guarantor and each Guarantor shall will be limited to the maximum amount as that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent such Guarantor or such Guarantor, as applicable, that are relevant under such laws laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Guarantor in respect of the obligations of such other Guarantor or the Parent Guarantor under this Article 10, result in the obligations of such Guarantor under its Note Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent conveyance transfer or fraudulent transfer conveyance. To the extent required by Section 371.072 of the Texas Finance Code, as amended (“Texas Pawnshop Act”), the Trustee, the Holders and the Guarantors hereby agree that the obligations under applicable law. Each a Note Guarantee of any Guarantor subject to such provision of the Texas Pawnshop Act will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that makes a payment are relevant under its Guarantee such provision of the Texas Pawnshop Act, and the Parent Guarantorafter giving effect to any collections from, if it makes a payment under the Parent Guarantee, shall be entitled upon payment in full of all guaranteed obligations under this Indenture rights to a receive contribution from each or payments made by or on behalf of any other Guarantor in an amount equal to respect of the obligations of such other Guarantor’s pro rata portion Guarantor under this Article 10, result in the obligations of such payment based on Guarantor under its Note Guarantee not resulting in a violation of the respective requirement to maintain a minimum of net assets of all that are used or readily available for use in the Guarantors and the Parent Guarantor, at the time business of such payment determined in accordance with GAAPGuarantor pursuant to the Texas Pawnshop Act, which minimum net assets requirement is $150,000 per pawnshop license as of the date hereof.

Limitation on Guarantor Liability. Each of the Guarantors and the Parent Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that its the Guarantee or the Parent Guarantee, as applicable, of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state or foreign law to the extent applicable to any Guarantee or Guarantee, and with respect to any Guarantor organized under the Parent Guarantee. To effectuate the foregoing intentionlaws of Malaysia, the Trusteeamount of the obligations guaranteed by such Guarantor (and the value of any assets provided by such Guarantor as security for such obligations) shall be in, but not in excess of, the Holdersmaximum amount permitted by any Legal Requirement applicable to such Guarantor, including, but not limited to, the Parent Guarantor Malaysian Financial Services Act of 2013, as amended, and the Guarantors hereby irrevocably agree that the any rules, regulations, or rulings promulgated by Bank Negara Malaysia (or any successor central bank of Malaysia). The obligations of the Parent Guarantor and each Guarantor shall under its Guarantee will be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent such Guarantor or such Guarantor, as applicable, that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Guarantor in respect of the obligations of such other Guarantor under its Guarantee or the Parent Guarantor pursuant to its contribution obligations under this Article 10Indenture, result in the obligations of such Guarantor under its Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent conveyance or fraudulent transfer under applicable lawfederal or state or foreign law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. Each Guarantor that makes a payment under its Guarantee and the Parent Guarantor, if it makes a payment under the Parent Guarantee, shall be entitled entitled, upon payment in full of all guaranteed obligations Obligations under this Indenture Indenture, to a seek contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors and the Parent Guarantor, at the time of such payment determined in accordance with GAAP.

Limitation on Guarantor Liability. Each of the Guarantors and the Parent The Guarantor, and by its acceptance of Notesthe Convertible Note, each the Holder, hereby confirms that it is the intention of all such parties that its the Guarantee or the Parent Guarantee, as applicable, of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act applicable bankruptcy or insolvency laws or any similar federal or state law to the extent applicable to any Guarantee or the Parent Guaranteeguarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Holder and the Guarantors Guarantor hereby irrevocably agree that the obligations Guarantor’s liability shall be that amount from time to time equal to the aggregate liability of the Parent Guarantor and each Guarantor under the Guarantee, but shall be limited to the maximum lesser of (x) the aggregate amount of the Issuer’s obligations under the Convertible Note and the Subscription Agreement or (y) the amount, if any, which would not have (1) rendered the Guarantor “insolvent” (as willsuch term is defined in bankruptcy law and in the debtor and creditor law of the State of New York) or (2) left it with unreasonably small capital at the time its Guarantee with respect to the Convertible Note was entered into, after giving effect to the incurrence of existing debt immediately before such maximum time; provided, however, it shall be a presumption in any lawsuit or proceeding in which the Guarantor is a party that the amount and all other contingent and fixed liabilities guaranteed pursuant to the Guarantee with respect to the Convertible Note is the amount described in clause (x) above unless any creditor, or representative of creditors of the Parent Guarantor or such Guarantor, as applicable, that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by debtor in possession or on behalf of any other Guarantor or the Parent Guarantor trustee in respect bankruptcy of the obligations of such other Guarantor or the Parent Guarantor under this Article 10, result in the obligations of such Guarantor under its Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Guarantee and the Parent Guarantor, if it makes otherwise proves in a payment under lawsuit that the Parent Guarantee, shall be entitled upon payment aggregate liability of the Guarantor is limited to the amount described in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors and the Parent Guarantor, at the time of such payment determined in accordance with GAAPclause (y).

Limitation on Guarantor Liability. Each of the Guarantors and the Parent Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that its the Note Guarantee or the Parent Guarantee, as applicable, of such Guarantor not constitute con- stitute a fraudulent transfer or conveyance conveyance, a preference or a transfer at undervalue for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal federal, state or state pro- vincial law to the extent applicable to any Guarantee or the Parent Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Holders and the Guarantors hereby irrevocably agree that the obligations of the Parent such Guarantor and each Guarantor shall will be limited to the maximum amount as that will, after giving effect to such maximum amount and all other contingent and fixed liabilities liabili- ties of the Parent such Guarantor or such Guarantor, as applicable, that are relevant under such laws laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Guarantor in respect of the obligations of such other Guarantor or the Parent Guarantor under this Article 10, result in the obligations of such Guarantor under its Note Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent conveyance transfer or fraudulent transfer under applicable lawconveyance. Each Guarantor that makes a payment under its Guarantee and Notwithstanding anything to the Parent Guarantor, if it makes a payment under the Parent contrary in this Indenture or any Note Guarantee, the rights and remedies arising from the obligations of Xxxxxx Mining US Ltd. hereunder or pursuant to any Note Guarantee shall be entitled upon payment in full limited to the Collateral pledged by it pursuant to the U.S. Pledge Agreement. Notwithstanding any other provi- sion of all guaranteed obligations under this Indenture or any Note Guarantee to a contribution from each other Guarantor in an amount equal the contrary, no deficiency shall be enforced or money judgment sought or entered against Xxxxxx Mining US Ltd. pertaining to such other Guarantor’s pro rata portion amounts due pursuant to this Indenture, any Note Guarantee, or the Notes Obligations (except with respect to, and to the extent of, proceeds of such payment based on the respective net assets Collateral pledged by Xxxxxx Mining US Ltd.) and any judgment obtained shall only be enforceable against the Collateral pledged by Xxxxxx Mining US Ltd. and not against Xxxxxx Mining US Ltd. (except with respect to, and to the extent of, pro- ceeds of all the Guarantors and the Parent Guarantor, at the time of such payment determined in accordance with GAAPCollateral pledged by Xxxxxx Mining US Ltd.).

Limitation on Guarantor Liability. Each of the Guarantors and the Parent US Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that its the Note Guarantee or the Parent Guarantee, as applicable, of such US Guarantor not constitute (i) a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any its Note Guarantee or (ii) an unlawful distribution under any applicable state law prohibiting shareholder distributions by an insolvent subsidiary to the Parent extent applicable to its Note Guarantee. Each UK Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such UK Guarantor not constitute a transaction at an undervalue or preference under the Insolvency Act of 1986. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Holders and the Guarantors hereby irrevocably agree that the obligations of the Parent such Guarantor and each Guarantor shall will be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent such Guarantor or such Guarantor, as applicable, that are relevant under such laws laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Guarantor in respect of the obligations of such other Guarantor or the Parent Guarantor under this Article 10Ten, result in the obligations of such Guarantor under its Note Guarantee or not constituting, in the Parent Guarantor under case of the Parent GuaranteeUS Guarantors, not constituting a fraudulent transfer or conveyance or fraudulent transfer under applicable law. Each Guarantor that makes such an unlawful shareholder distribution or, in the case of the UK Guarantors, a payment under its Guarantee and the Parent Guarantor, if it makes a payment under the Parent Guarantee, shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in transaction at an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors and the Parent Guarantor, at the time of such payment determined in accordance with GAAPundervalue or preference.

Limitation on Guarantor Liability. (a) Each of the Guarantors and the Parent Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that its the Note Guarantee or the Parent Guarantee, as applicable, of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law or foreign law to the extent applicable to any Guarantee Note Guarantee, and with respect to any Guarantor organized under the laws of Malaysia, the amount of the Note Obligations guaranteed by such Guarantor (and the value of any assets provided by such Guarantor as security for the Note Obligations) shall be in, but not in excess of, the maximum amount permitted by any Legal Requirement applicable to such Guarantor, including, but not limited to, the Malaysian Financial Services Act of 2013, as amended, and any rules, regulations, or the Parent Guaranteerulings promulgated by Bank Negara Malaysia (or any successor central bank of Malaysia). To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Holders and the Guarantors hereby irrevocably agree that the obligations of the Parent such Guarantor and each Guarantor shall will be limited to the maximum amount as that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent each such Guarantor or such Guarantor, as applicable, that are relevant under such laws laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Guarantor in respect of the obligations of such other Guarantor or the Parent Guarantor under this Article 1011, to the extent relevant under such laws result in the obligations of such Guarantor under its Note Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent transfer or conveyance or fraudulent transfer being otherwise unenforceable under applicable relevant law. Each Guarantor that makes a payment under its Guarantee , and the Parent Guarantor, if it makes amount of the Note Obligations guaranteed by a payment Guarantor organized under the Parent Guarantee, laws of Malaysia (and the value of any assets provided by such Guarantor as security for such Note Obligations) shall be entitled upon payment in full of all guaranteed obligations under this Indenture limited to a contribution from each other Guarantor in an aggregate amount equal to the largest amount that would not violate any Legal Requirement applicable to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors and the Parent Guarantor, at including, but not limited to, the time Malaysian Financial Services Act of such payment determined in accordance with GAAP2013, as amended, and any rules, regulations, or rulings promulgated by Bank Negara Malaysia (or any successor central bank of Malaysia).

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

Limitation on Guarantor Liability. Each of the Guarantors and the Parent Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that its the Note Guarantee or the Parent Guarantee, as applicable, of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal federal, foreign, provincial or state law to the extent applicable to any Guarantee or the Parent Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Holders and the Guarantors hereby irrevocably agree (to the extent required by such laws) that the obligations of the Parent such Guarantor under its Note Guarantee and each Guarantor this Article Ten shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor (including any guarantee under the Parent Guarantor or such Guarantor, as applicable, Credit Agreement) that are relevant under such laws laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Guarantor in respect of the obligations of such other Guarantor or the Parent Guarantor under this Article 10Ten, result in the obligations of such Guarantor under its Note Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent conveyance transfer or fraudulent transfer under applicable lawconveyance. Each Guarantor that makes a payment for distribution under its Note Guarantee and the Parent Guarantor, if it makes a payment under the Parent Guarantee, shall be is entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s a pro rata portion of such payment amount based on the respective adjusted net assets of all each Guarantor. Each Guarantor that is incorporated, organized or formed, as the Guarantors case may be, in Belgium (a “Belgian Guarantor”), and by its acceptance hereof, each Holder and the Parent GuarantorTrustee, at hereby confirms that notwithstanding any other provision of this Indenture, or any related agreements or certificates, the time maximum aggregate liability hereunder of any such Belgian Guarantor will be limited so that the aggregate of such payment determined Belgian Guarantor’s liability hereunder plus all other liabilities (including conditional guarantees) of such Belgian Guarantor will not exceed its financial capacity or otherwise result in accordance with GAAPinsolvency of such Belgian Guarantor nor exceed any other limitation imposed by Belgian law.

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

Limitation on Guarantor Liability. Each of the Guarantors and the Parent Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that its the Guarantee or the Parent Guarantee, as applicable, of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal federal, foreign or state law to the extent applicable to any Guarantee or the Parent Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Holders and the Guarantors hereby irrevocably agree that the obligations of the Parent such Guarantor and each Guarantor under this Article Ten shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent such Guarantor or (including any guarantee under any Credit Facility (including any Credit Agreement) permitted under Section 4.07 and including such Guarantor, as applicable, ’s guarantee of the Issuer’s obligations under the Senior Subordinated Notes and the Senior Subordinated Notes Indentures) that are relevant under such laws laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Guarantor in respect of the obligations of such other Guarantor or the Parent Guarantor under this Article 10Ten, result in the obligations of such Guarantor under its Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent transfer or conveyance under any such applicable federal, foreign or fraudulent transfer under applicable state law. Each Guarantor that makes a payment for distribution under its Guarantee and the Parent Guarantor, if it makes a payment under the Parent Guarantee, shall be is entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s a pro rata portion of such payment amount based on the respective adjusted net assets of all the Guarantors and the Parent each Guarantor, at the time of such payment determined in accordance with GAAP.

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

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

Limitation on Guarantor Liability. Each of the Guarantors Guarantor and the Parent GuarantorHoldings, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that its the Guarantee or of such Guarantor and the Parent Guarantee, as applicable, Guarantee not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee or the Parent Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Guarantors and the Guarantors Holdings hereby irrevocably agree that the obligations of the Parent each Guarantor and each Guarantor Holdings shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent such Guarantor or such Guarantor, as applicable, Holdings that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Guarantor Holdings in respect of the obligations of such other Guarantor or the Parent Guarantor and Holdings under this Article 1013, result in the obligations of such Guarantor under its Guarantee or and the Parent Guarantor obligations of Holdings under the Parent Guarantee, Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Guarantee and Holdings to the Parent Guarantor, if extent that it makes a payment under the Parent GuaranteeGuarantee shall, shall in each case, be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor or Holdings, as applicable, in an amount equal to such other Guarantor’s or Holdings’, as applicable, pro rata portion of such payment based on the respective net assets of all the Guarantors and the Parent Guarantor, Holdings at the time of such payment determined in accordance with GAAP.

Limitation on Guarantor Liability. Each of the Guarantors and the Parent Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that its the Note Guarantee or the Parent Guarantee, as applicable, of such Guarantor not constitute a fraudulent conveyance or a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal federal, Canadian, provincial or state law to the extent applicable to any Guarantee or the Parent Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Holders and the Guarantors hereby irrevocably agree that the obligations of the Parent Guarantor and each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent such Guarantor or such Guarantor, as applicable, that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or the Parent Guarantor pursuant to its contribution obligations under this Article 10Indenture, result in the obligations of such Guarantor under its Note Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Note Guarantee and the Parent Guarantor, if it makes a payment under the Parent Guarantee, shall be entitled upon payment in full of all guaranteed obligations Guaranteed Obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s 's pro rata portion of such payment based on the respective net assets of all the Guarantors and the Parent Guarantor, at the time of such payment determined in accordance with GAAPIFRS. The obligations of each Guarantor are subject to the limitations set forth in clause (d) of Section 4.15.

Limitation on Guarantor Liability. Each of the Guarantors and the Parent Guarantor, and by its acceptance of NotesFor purposes hereof, each Holder, hereby confirms Guarantor's liability shall be that it is the intention of all such parties that its Guarantee or the Parent Guarantee, as applicable, not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law amount from time to time equal to the extent applicable to any Guarantee or the Parent Guarantee. To effectuate the foregoing intentionaggregate liability of such Guarantor thereunder, the Trustee, the Holders, the Parent Guarantor and the Guarantors hereby irrevocably agree that the obligations of the Parent Guarantor and each Guarantor but 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 Guarantor "insolvent" (as willsuch 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 was entered into, after giving effect to the incurrence of existing Indebtedness immediately prior to such maximum time; provided that, it shall be a presumption in any lawsuit or other proceeding in which such Guarantor is a party that the amount and all other contingent and fixed liabilities guaranteed pursuant to its Subsidiary Guarantee is the amount set forth in clause (i) above unless any creditor, or representative of the Parent Guarantor or creditors of such Guarantor, as applicable, that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by debtor in possession or on behalf of any other Guarantor or the Parent Guarantor trustee in respect of the obligations bankruptcy of such other Guarantor or Guarantor, otherwise proves in such a lawsuit that the Parent Guarantor under this Article 10, result in the obligations aggregate liability of such Guarantor under its Guarantee is limited to the amount set forth in clause (ii). In making any determination as to the solvency or sufficiency of capital of a Guarantor in accordance with the Parent previous sentence, the right of such Guarantor under the Parent Guaranteeto contribution from other Guarantors and any other rights such Guarantor may have, not constituting a fraudulent conveyance contractual or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Guarantee and the Parent Guarantor, if it makes a payment under the Parent Guaranteeotherwise, shall be entitled upon payment taken into account. SECTION 11.06. "TRUSTEE" TO INCLUDE PAYING AGENT. In case at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the term "Trustee" as used in full this Article 11 shall in such case (unless the context shall otherwise require) be construed as extending to and including such Paying Agent within its meaning as fully and for all intents and purposes as if such Paying Agent were named in this Article 11 in place of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors and the Parent Guarantor, at the time of such payment determined in accordance with GAAPTrustee. SECTION 11.07.

Limitation on Guarantor Liability. Each of the Guarantors and the Parent Guarantor, and by its acceptance of NotesFor purposes hereof, each Holder, hereby confirms Guarantor's liability shall be that it is the intention of all such parties that its Guarantee or the Parent Guarantee, as applicable, not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law amount from time to time equal to the extent applicable to any Guarantee or the Parent Guarantee. To effectuate the foregoing intentionaggregate liability of such Guarantor thereunder, the Trustee, the Holders, the Parent Guarantor and the Guarantors hereby irrevocably agree that the obligations of the Parent Guarantor and each Guarantor but 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 Guarantor "insolvent" (as willsuch 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 Guarantee of the Notes was entered into, after giving effect to the incurrence of existing Indebtedness immediately prior to such maximum time; provided that, it shall be a presumption in any lawsuit or other proceeding in which such Guarantor is a party that the amount and all other contingent and fixed liabilities guaranteed pursuant to its Guarantee is the amount set forth in clause (i) above unless any creditor, or representative of the Parent Guarantor or creditors of such Guarantor, as applicable, that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by debtor in possession or on behalf of any other Guarantor or the Parent Guarantor trustee in respect of the obligations bankruptcy of such other Guarantor or Guarantor, otherwise proves in such a lawsuit that the Parent Guarantor under this Article 10, result in the obligations aggregate liability of such Guarantor under its Guarantee is limited to the amount set forth in clause (ii). In making any determination as to the solvency or sufficiency of capital of a Guarantor in accordance with the Parent previous sentence, the right of such Guarantor under the Parent Guaranteeto contribution from other Guarantors and any other rights such Guarantor may have, not constituting a fraudulent conveyance contractual or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Guarantee and the Parent Guarantor, if it makes a payment under the Parent Guaranteeotherwise, shall be entitled upon payment taken into account. Section 11.06. "Trustee" to Include Paying Agent. In case at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the term "Trustee" as used in full of all guaranteed obligations under this Indenture Article 11 shall in such case (unless the context shall otherwise require) be construed as extending to a contribution from each other Guarantor in an amount equal to and including such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors and the Parent Guarantor, at the time of such payment determined in accordance with GAAP.Paying Agent within

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

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

Limitation on Guarantor Liability. Each of the Guarantors and the Parent Subsidiary Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that its the Note Guarantee or the Parent Guarantee, as applicable, of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act, the Uniform Voidable Transactions Act or any similar U.S. federal or state law to the extent applicable to any Guarantee or the Parent Note Guarantee. To effectuate the foregoing intention, the Trustee, the HoldersCollateral Agent, the Parent Guarantor Holders and the Subsidiary Guarantors hereby irrevocably agree that the obligations of the Parent Guarantor and each Subsidiary Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent such Subsidiary Guarantor or such Guarantor, as applicable, that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Subsidiary Guarantor in respect of the obligations of such other Guarantor or the Parent Subsidiary Guarantor under this Article 1018, result in the obligations of such Subsidiary Guarantor under its Note Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent conveyance or conveyance, fraudulent transfer or voidable transaction under applicable law. 137 Each Subsidiary Guarantor that makes a payment under its Note Guarantee and shall, to the Parent Guarantorfullest extent permitted by applicable law, if it makes a payment under the Parent Guarantee, shall be entitled upon payment in full of all guaranteed Note Guarantee obligations 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 the Parent Guarantor, at the time of such payment determined in accordance with U.S. GAAP.

Limitation on Guarantor Liability. (a) Each of the Guarantors and the Parent Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that its Guarantee or the Parent Guarantee, as applicable, guarantee of such Guarantor not constitute a fraudulent transfer or -89- conveyance for purposes of 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 or the Parent Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Holders and the Guarantors hereby irrevocably agree that each Guarantor’s liability shall be that amount from time to time equal to the obligations aggregate liability of such Guarantor under the Parent Guarantor and each Guarantor guarantee, but shall be limited to the maximum lesser of (a) the aggregate amount of the Company’s obligations under the Notes and this Indenture or (b) the amount, if any, which would not have (1) rendered the Guarantor “insolvent” (as willsuch term is defined in the Federal Bankruptcy Code and in the Debtor and Creditor Law of the State of New York) or (2) left it with unreasonably small capital at the time its Guarantee with respect to the Notes was entered into, after giving effect to the incurrence of existing debt immediately before such maximum time; provided, however, it shall be a presumption in any lawsuit or proceeding in which a Guarantor is a party that the amount and all other contingent and fixed liabilities guaranteed pursuant to the Guarantee with respect to the Notes is the amount described in clause (a) above unless any creditor, or representative of creditors of the Parent Guarantor or such Guarantor, as applicable, that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by debtor in possession or on behalf of any other Guarantor or the Parent Guarantor trustee in respect bankruptcy of the obligations of such other Guarantor or the Parent Guarantor under this Article 10, result in the obligations of such Guarantor under its Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Guarantee and the Parent Guarantor, if it makes otherwise proves in a payment under lawsuit that the Parent Guarantee, shall be entitled upon payment aggregate liability of the Guarantor is limited to the amount described in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors and the Parent Guarantor, at the time of such payment determined in accordance with GAAPclause (b).

Limitation on Guarantor Liability. Each Guarantee shall be subject to limitations in accordance with local law in the jurisdiction of organization of the Guarantors applicable Guarantor and defenses generally available to guarantors in such jurisdiction. For the Parent avoidance of doubt, such limitations and defenses may include, but are not limited to, (i) those related to fraudulent conveyance, fraudulent transfer, voidable preference, financial assistance, corporate purpose, corporate benefit, capital maintenance, earnings stripping, retention of title claims and similar laws, regulations and defenses affecting the rights of creditors generally, (ii) such limitations and defenses as are described in the Offering Memorandum and (iii) other considerations under applicable law. No Guarantee shall apply to any liability to the extent that it would result in any guarantee constituting unlawful financial assistance within the meaning of applicable law. Each Guarantor, and by its acceptance of Notesnotes, each Holder, hereby confirms that it is the intention of all such parties that its the Guarantee or the Parent Guarantee, as applicable, of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar national, federal or state law to the extent applicable to any Guarantee or the Parent Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Holders and the Guarantors hereby irrevocably agree that the obligations of the Parent such Guarantor and each Guarantor shall will be limited to the maximum amount as that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent such Guarantor or such Guarantor, as applicable, that are relevant under such laws laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Guarantor in respect of the obligations of such other Guarantor or the Parent Guarantor under this Article 1011, result in the obligations of such Guarantor under its Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting being deemed to constitute a fraudulent conveyance or fraudulent transfer under applicable national, federal or state law. Each Guarantor that makes a payment under its Guarantee and the Parent Guarantor, if it makes a payment under the Parent Guarantee, shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors and the Parent Guarantor, at the time of such payment determined in accordance with GAAP.

Limitation on Guarantor Liability. Each of the Guarantors and the Parent Subsidiary Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that its the Note Guarantee or the Parent Guarantee, as applicable, of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act Act, the Uniform Voidable Transactions Act, or any similar U.S. federal or state law to the extent applicable to any Guarantee or the Parent Note Guarantee. To effectuate the foregoing intention, the Trustee, the HoldersCollateral Agent, the Parent Guarantor Holders and the Subsidiary Guarantors hereby irrevocably agree that the obligations of the Parent Guarantor and each Subsidiary Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent such Subsidiary Guarantor or such Guarantor, as applicable, that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Subsidiary Guarantor in respect of the obligations of such other Guarantor or the Parent Subsidiary Guarantor under this Article 1018, result in the obligations of such Subsidiary Guarantor under its Note Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent conveyance or, fraudulent transfer, or fraudulent transfer voidable transaction under applicable law. Each Subsidiary Guarantor that makes a payment under its Note Guarantee and the Parent Guarantor, if it makes a payment under the Parent Guarantee, shall be entitled upon payment in full of all guaranteed Note Guaranteed obligations 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 the Parent Guarantor, at the time of such payment determined in accordance with U.S. GAAP.

Limitation on Guarantor Liability. Each of the Guarantors and the Parent Subsidiary Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that its Guarantee or the Parent Guarantee, as applicable, guarantee of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law or foreign law to the extent applicable to any Guarantee or the Parent Guaranteeguarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Holders and the Subsidiary Guarantors hereby irrevocably agree that the obligations of the Parent Guarantor and each Subsidiary Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent such Subsidiary Guarantor or (including, without limitation, all senior Indebtedness of such Subsidiary Guarantor, as applicable, ) that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Guarantor in respect of the obligations of such other Guarantor or the Parent Subsidiary Guarantor under this Article 10, result in the obligations of such Subsidiary Guarantor under its Guarantee or the Parent Guarantor under the Parent Guarantee, guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Subsidiary Guarantor that makes a payment under its the Guarantee and the Parent Guarantor, if it makes a payment under the Parent Guarantee, shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Subsidiary Guarantor in an amount equal to such other Subsidiary Guarantor’s 's pro rata portion of such payment based on the respective net assets of all the Subsidiary Guarantors and the Parent Guarantor, at the time of such payment determined in accordance with GAAP.

Limitation on Guarantor Liability. Each of the Guarantors and the Parent Subsidiary Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that its the Note Guarantee or the Parent Guarantee, as applicable, of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S. federal or state law to the extent applicable to any Guarantee or the Parent Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Holders and the Subsidiary Guarantors hereby irrevocably agree that the obligations of the Parent Guarantor and each Subsidiary Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent such Subsidiary Guarantor or such Guarantor, as applicable, that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Subsidiary Guarantor in respect of the obligations of such other Guarantor or the Parent Subsidiary Guarantor under this Article 1018, result in the obligations of such Subsidiary Guarantor under its Note Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Subsidiary Guarantor that makes a payment under its Note Guarantee and the Parent Guarantor, if it makes a payment under the Parent Guarantee, shall be entitled upon payment in full of all guaranteed Note Guaranteed obligations 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 the Parent Guarantor, at the time of such payment determined in accordance with GAAP.

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

Limitation on Guarantor Liability. Each of the Guarantors and the Parent Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that its the Note Guarantee or the Parent Guarantee, as applicable, of such Guarantor not constitute a preference, fraudulent conveyance, fraudulent transfer or conveyance a transfer at undervalue for purposes of Bankruptcy LawLaws, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal federal, state or state foreign law to the extent applicable to any Guarantee or the Parent Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Holders and the Guarantors hereby irrevocably agree that the obligations of the Parent Guarantor and each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent such Guarantor or such Guarantor, as applicable, that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Guarantor in respect of the obligations of such other Guarantor or the Parent Guarantor under this Article ARTICLE 10, result in the obligations of such Guarantor under its Note Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent conveyance or fraudulent transfer under applicable law. For purposes of disclosure pursuant to the Interest Act (Canada), the annual rates of interest or fees to which the rates of interest or fees provided in this Indenture, the Notes or any Note Guarantee (and stated herein or therein, as applicable, to be computed on the basis of 360 days or any other period of time less than a calendar year) are equivalent are the rates so determined multiplied by the actual number of days in the applicable calendar year and divided by 360 or such other period of time, respectively. If any provision of this Indenture, the Notes, any Note Guarantee or other obligations arising pursuant to this Indenture would oblige any Canadian Note Party to make any payment of interest or other amount payable to any Holder in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by that Holder of “interest” at a “criminal rate” (as such terms are construed under the Criminal Code (Canada)), then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by applicable law or so result in a receipt by that Holder of “interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary (but only to the extent necessary), by reducing the amount or rate of interest, and, thereafter, by reducing any fees, commissions, costs, expenses, premiums and other amounts required to be paid to the affected Holder which would constitute interest for purposes of section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Holder shall have received an amount in excess of the maximum permitted by section 347 of the Criminal Code (Canada), the applicable Canadian Note Party shall be entitled to obtain reimbursement from such Holder in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Holder to such Canadian Note Party. Each Guarantor that makes a payment under its Note Guarantee and the Parent Guarantor, if it makes a payment under the Parent Guarantee, shall will be entitled upon payment in full of all guaranteed obligations Guaranteed Obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors and the Parent Guarantor, at the time of such payment payment, determined in accordance with GAAP.. In particular,

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

Limitation on Guarantor Liability. (a) Each of the Guarantors and the Parent Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that its the Note Guarantee or the Parent Guarantee, as applicable, of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Debtor Relief Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guarantee. Notwithstanding any other provision of this Indenture, the Obligations of each Guarantor under its Note Guarantee of the Notes shall be limited under the relevant laws applicable to such Guarantor and the granting of such Note Guarantees (including laws relating to corporate benefit, capital preservation, financial assistance, fraudulent conveyances and transfers, voidable preferences or transactions under value); provided that, with respect to each jurisdiction described below, such obligations shall only be limited in the Parent Guaranteemanner described in Sections 10.02(b), 10.02(c) and 10.02(d), pursuant to Section 4.16 or in any supplemental indenture. To effectuate the foregoing intention, the Trustee, the HoldersNotes Collateral Agent, the Parent Guarantor Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor, other than those Guarantors incorporated under the Parent Guarantor laws of a jurisdiction to which specific limitations apply pursuant to Sections 10.02(b), 10.02(c) and each Guarantor shall 10.02(d) or Section 4.16 apply (and in respect of which Guarantors only such jurisdiction-specific limitations will apply), will be limited to the maximum amount as that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent such Guarantor or such Guarantor, as applicable, that are relevant under such laws laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Guarantor in respect of the obligations of such other Guarantor or the Parent Guarantor under this Article 10, result in the obligations of such Guarantor under its Note Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent conveyance transfer or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Guarantee and the Parent Guarantor, if it makes a payment under the Parent Guarantee, shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors and the Parent Guarantor, at the time of such payment determined in accordance with GAAPconveyance.

Limitation on Guarantor Liability. (a) Each of the Guarantors and the Parent GuarantorGuarantor and, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that its Guarantee or the Parent Guarantee, as applicable, guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee or the Parent Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Holders and the Guarantors hereby irrevocably agree that each Guarantor’s liability will be that amount from time to time equal to the obligations aggregate liability of such Guarantor under the Parent Guarantor and each Guarantor shall Note Guarantee, but will be limited to the maximum lesser of (a) the aggregate amount of the Company’s obligations under the Notes and this Indenture or (b) the amount, if any, which would not have (1) rendered the Guarantor “insolvent” (as willsuch term is defined in the Federal Bankruptcy Code and in the Debtor and Creditor Law of the State of New York) or (2) left it with unreasonably small capital at the time its Note Guarantee was entered into, after giving effect to the incurrence of existing Indebtedness immediately before such maximum time; provided, however, it will be a presumption in any lawsuit or proceeding in which a Guarantor is a party that the amount and all other contingent and fixed liabilities guaranteed pursuant to the Note Guarantee is the amount described in clause (a) above unless any creditor, or representative of creditors of the Parent Guarantor or such Guarantor, as applicable, that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by debtor in possession or on behalf of any other Guarantor or the Parent Guarantor Trustee in respect bankruptcy of the obligations of such other Guarantor or the Parent Guarantor under this Article 10, result in the obligations of such Guarantor under its Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Guarantee and the Parent Guarantor, if it makes otherwise proves in a payment under lawsuit that the Parent Guarantee, shall be entitled upon payment aggregate liability of the Guarantor is limited to the amount described in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors and the Parent Guarantor, at the time of such payment determined in accordance with GAAPclause (b).

Limitation on Guarantor Liability. Each of the Guarantors and the Parent GuarantorGuarantor and, and by its acceptance of NotesSecurities, each Holder, hereby confirms that it is the intention of all such parties that its the Guarantee or the Parent Guarantee, as applicable, of such Guarantor not constitute a fraudulent conveyance or a fraudulent transfer or conveyance for purposes of Bankruptcy Lawbankruptcy law in the United States of America, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee or the Parent Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Holders and the Guarantors of a series of Securities hereby irrevocably agree that the obligations of the Parent Guarantor and each Guarantor of such series of Securities shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent such Guarantor or such Guarantor, as applicable, that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Guarantor of such series of Securities in respect of the obligations of such other Guarantor or the Parent Guarantor of such series of Securities under this Article 10Fifteen, result in the obligations of such Guarantor under its Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor of such series of Securities that makes a payment under its Guarantee and the Parent Guarantor, if it makes a payment under the Parent Guarantee, shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor of such series of Securities in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors and the Parent Guarantor, of such series of Securities at the time of such payment determined in accordance with GAAPgenerally accepted accounting principles in the United States of America.

Limitation on Guarantor Liability. Each of the Guarantors and the Parent Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that its the Guarantee or the Parent Guarantee, as applicable, of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law or similar foreign law for the relief of debtors to the extent applicable to any Guarantee or the Parent Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Holders and the Guarantors (including the Full Guarantors) hereby irrevocably agree that the obligations of the Parent Guarantor and each Guarantor shall be limited to an amount not to exceed the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent such Guarantor or such Guarantor, as applicable, that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Guarantor in respect of the obligations of such other Guarantor or the Parent Guarantor under this Article 10, result in the obligations of such Guarantor under its Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Guarantee and the Parent Guarantor, if it makes a payment under the Parent Guarantee, shall be entitled upon payment in full of all guaranteed obligations Obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors and at the Parent time of such payment determined in accordance with GAAP (but subject, in the case of each Limited Guarantor, to the amount of its Limited Guarantee, with the Full Guarantors being obligated to make additional contributions, pro rata in accordance with the respective net assets of the Full Guarantors at the time of such payment determined in accordance with GAAP, to cover any shortfall in contributions resulting from the limitations on the Limited Guarantees of the Limited Guarantor).

Limitation on Guarantor Liability. (a) Each of the Guarantors and the Parent Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that its the Security Guarantee or the Parent Guarantee, as applicable, of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Debtor Relief Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S. federal or state law or law of such Guarantor’s jurisdiction of organization (which shall be Irish law, in the case of Actavis plc and Bermuda law, in the case of Xxxxxx Xxxxxxxx Limited) to the extent applicable to any Guarantee or the Parent Security Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Holders and the Guarantors hereby irrevocably agree that the obligations of the Parent Guarantor and each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent such Guarantor or such Guarantor, as applicable, that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Guarantor in respect of the obligations of such other Guarantor or the Parent Guarantor under this Article 1012, result in the obligations of such Guarantor under its Security Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Security Guarantee and the Parent Guarantor, if it makes a payment under the Parent Guarantee, shall be entitled upon payment in full of all guaranteed Security Guarantee obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors and the Parent Guarantor, at the time of such payment determined in accordance with GAAP.

Limitation on Guarantor Liability. Each of the Guarantors and the Parent Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that its the Guarantee or the Parent Guarantee, as applicable, of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee or the Parent Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Holders and the Guarantors hereby irrevocably agree that the obligations of the Parent Guarantor and each Guarantor under its Guarantee and this Article 13 shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor (including, without limitation, its guarantee of amounts payable under the Parent Guarantor or such Guarantor, as applicable, 2026 Notes) that are relevant under such laws laws, and after giving effect to any collections from, rights to receive contribution from from, or payments or deliveries made by or on behalf of of, any other Guarantor or the Parent Guarantor in respect of the obligations of such other Guarantor or the Parent Guarantor under its Guarantee and this Article 1013, result in the obligations of such Guarantor under its Guarantee or the Parent Guarantor under the Parent Guarantee, and this Article 13 not constituting a fraudulent transfer or conveyance or fraudulent transfer under applicable lawsuch laws. Each Guarantor that makes a payment or delivery under its Guarantee and the Parent Guarantor, if it makes a payment under the Parent Guarantee, shall be entitled upon payment satisfaction in full of all guaranteed obligations Guarantee Obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment or delivery, as the case may be, based on the respective net assets of all the Guarantors and the Parent Guarantor, at the time of such payment or delivery determined in accordance with GAAP.

Limitation on Guarantor Liability. Each of the Guarantors and the Parent Guarantor, and by its acceptance of NotesNotes of either series, each HolderHolder of such series of Notes, hereby confirms that it is the intention of all such parties that its the Guarantee or the Parent Guarantee, as applicable, of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal Federal or state law to the extent applicable to any Guarantee or the Parent Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Holders of such series and the Guarantors hereby irrevocably agree that the obligations of the Parent such Guarantor and each Guarantor shall will be limited to the maximum amount as willwhich, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent Guarantor or such Guarantor, as applicable, that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Guarantor in respect of the obligations of such other Guarantor under its Guarantee or the Parent Guarantor pursuant to its contribution obligations under this Article 10Ten, will result in the obligations of such Guarantor under its Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent conveyance or fraudulent transfer under applicable Federal or state law. Until such time as the Notes of such series are paid in full, each Guarantor hereby waives all rights of subrogation or contribution, whether arising by contract or operation of law (including, without limitation, any such right arising under Federal Bankruptcy Law) or otherwise by reason of any payment by it pursuant to the provisions of this Article Ten. Each Guarantor that makes a payment or distribution under its Guarantee and the Parent Guarantor, if it makes a payment under the Parent Guarantee, shall will be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s a pro rata portion of such payment amount based on the respective net assets of all the Guarantors and the Parent Guarantor, at the time of such payment each Guarantor determined in accordance with GAAP.

Limitation on Guarantor Liability. Each of the Guarantors and the Parent Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that its the Note Guarantee or the Parent Guarantee, as applicable, of such Guarantor not constitute (i) a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal federal, state or state foreign law to the extent applicable to any its Note Guarantee or (ii) an unlawful distribution under any applicable state or foreign law prohibiting distributions by an insolvent entity to the Parent extent applicable to its Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Holders and the Guarantors hereby irrevocably agree that the obligations of the Parent such Guarantor and each Guarantor shall will be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent such Guarantor or such Guarantor, as applicable, that are relevant under such laws laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Guarantor in respect of the obligations of such other Guarantor or the Parent Guarantor under this Article 10, result in the obligations of such Guarantor under its Note Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent transfer or conveyance or fraudulent transfer under applicable lawsuch an unlawful distribution. Each Guarantor that makes a payment under Notwithstanding anything to the contrary, nothing in this Indenture may cause the aggregate amount of Sensor-Nite NV's liability with respect to all Indebtedness guaranteed by Sensor-Nite NV at or prior to the Issue Date, including, without limitation, pursuant to this Indenture and its Guarantee and the Parent Guarantor, if it makes a payment under the Parent Note Guarantee, shall be entitled upon payment to exceed the greater of (i) 90% of Sensor-Nite NV’s own funds (eigen vermogen/capitaux propres, as defined in full Article 617 of all guaranteed obligations under this Indenture to a contribution the Belgian Companies Code) as derived from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors and the Parent Guarantor, its latest audited financial statements available at the time of such any demand for payment determined in accordance with GAAPis made and (ii) $40 million.

Limitation on Guarantor Liability. Each of the Guarantors Guarantor and the Parent Guarantor, and by its acceptance of Notes, each Holder, Lenders hereby confirms confirm that it is the intention of all such parties that its Guarantee or the Parent Guarantee, as applicable, Guaranty of such Guarantor not constitute a fraudulent transfer or conveyance fraudulent conveyance, or similar limitation, for purposes of the Bankruptcy LawCode, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee or the Parent GuaranteeGuaranty. To effectuate the foregoing intention, upon execution of the TrusteeJoinder Agreement, the Holders, the Parent each Guarantor and the Guarantors hereby Lenders irrevocably agree that the obligations of the Parent Guarantor and each Guarantor shall be limited to the maximum amount as willshall, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent such Guarantor or such Guarantor, as applicable, that are relevant under such laws and after giving effect to any collections from, from the rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Guarantor in respect of the obligations of such other Guarantor or the Parent Guarantor under this Article 10Agreement, result in the obligations of such Guarantor under its Guarantee or the Parent Guarantor under the Parent Guarantee, Guaranty not constituting a fraudulent conveyance transfer or fraudulent transfer conveyance, or similar limitation, under applicable law. Each Notwithstanding anything to the contrary contained in this Agreement, upon execution of the Joinder Agreement, each Guarantor that makes a hereby unconditionally and irrevocably waives, releases and abrogates any and all rights it may now or hereafter have under any agreement, at law or in equity (including without limitation any law subrogating the Guarantor to the rights of the Lenders), to assert any claim against or seek contribution, indemnification or any other form of reimbursement from the Borrower or any other Loan Party liable for payment of any or all of the Obligations for any payment made by the Guarantor under or in connection with its Guarantee and the Parent Guarantor, if it makes a payment under the Parent Guarantee, shall be entitled upon payment Guaranty or otherwise until such time as all Obligations are paid in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors Agreement and the Parent Guarantor, at the time of such payment determined this Agreement has been terminated in accordance with GAAPSection 19 hereof.

Limitation on Guarantor Liability. Each of the Guarantors and the Parent GuarantorGuarantor party hereto and, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that its the Note Guarantee or the Parent Guarantee, as applicable, of such Guarantor not constitute a fraudulent conveyance or a fraudulent transfer or conveyance for purposes of Bankruptcy Insolvency Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal federal, Canadian, provincial or state law to the extent applicable to any Guarantee or the Parent Note Guarantee. To effectuate the foregoing intention, the TrusteeTrustees, the Holders, the Parent Guarantor Holders and the Guarantors party hereto hereby irrevocably agree that the obligations of the Parent Guarantor and each Guarantor party hereto shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent such Guarantor or such Guarantor, as applicable, that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Guarantor in respect of the obligations of such other Guarantor or the Parent Guarantor under this Article 10, result in the obligations of such Guarantor under its Note Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor party hereto that makes a payment under its Note Guarantee and the Parent Guarantor, if it makes a payment under the Parent Guarantee, shall be entitled upon payment in full of all guaranteed obligations Guaranteed Obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors and the Parent Guarantor, at the time of such payment determined in accordance with GAAPIFRS. The obligations of each Guarantor are subject to the limitations set forth in clause (d) of Section 4.15.

Limitation on Guarantor Liability. Each of the Guarantors and the Parent Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that its the Subsidiary Guarantee or the Parent Guarantee, as applicable, of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee or the Parent Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Holders and the Guarantors hereby irrevocably agree that the obligations of the Parent Guarantor and each such Guarantor shall be limited to the maximum amount as that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent such Guarantor or such Guarantor, as applicable, that are relevant under such laws laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Guarantor in respect of the obligations of such other Guarantor or the Parent Guarantor under this Article 10, result in the obligations of such Guarantor under its Subsidiary Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent conveyance transfer or fraudulent transfer under applicable lawconveyance. Each Guarantor that makes a payment under its Guarantee and the Parent GuarantorNotwithstanding any other provision of this Indenture, if it makes a payment in no event or circumstance shall any Holder or other obligee under the Parent Guarantee, shall Subsidiary Guarantees be entitled upon payment in full to recover from the Captive Subsidiary any amount that would cause the statutory assets of the Captive Subsidiary to fail to exceed its statutory liabilities by the greatest of (a) $120,000, (b) 20% of net premiums written up to $6,000,000 plus 10% of net premiums written over $6,000,000, and (c) 10% of loss and other insurance reserves, all guaranteed as determined under the insurance laws of Bermuda. All obligations of the Captive Subsidiary under the Notes, the Subsidiary Guarantees and this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors and the Parent Guarantor, at the time of such payment determined are expressly limited in accordance with GAAPthe preceding sentence.

Limitation on Guarantor Liability. Each Subject to this Article 10, each of (i) the Guarantors and (ii) any other Guarantors from time to time, upon the Parent Guarantorexecution and delivery of any other supplemental indenture to this Indenture, and and, by its acceptance of Senior Notes, each Holder, hereby confirms that it is the intention of all such parties that its the Note Guarantee or the Parent Guarantee, as applicable, of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee or the Parent Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Parent Guarantor Holders and the Guarantors hereby irrevocably agree that the obligations of the Parent Guarantor and each Subsidiary Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent such Subsidiary Guarantor or such Guarantor, as applicable, that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Guarantor in respect of the obligations of such other Guarantor or the Parent Guarantor under this Article 10, result in the obligations of such Subsidiary Guarantor under its Note Guarantee or the Parent Guarantor under the Parent Guarantee, not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Note Guarantee and the Parent Guarantor, if it makes a payment under the Parent Guarantee, shall be entitled upon payment in full of all guaranteed obligations Obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors and the Parent Guarantor, at the time of such payment determined in accordance with GAAP.. 134

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

Limitation on Guarantor Liability. Each of the Guarantors Guarantor and the Parent Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that its the Note Guarantee or of such Guarantor and the Parent Guarantee, as applicable, Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee or the Parent Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Guarantors and the Parent Guarantor and the Guarantors hereby irrevocably agree that the obligations of each such Guarantor and the Parent Guarantor and each Guarantor shall be limited to the maximum amount as willthat shall, after giving effect to such maximum amount and all other contingent and fixed liabilities of 100 such Guarantor or the Parent Guarantor or such Guarantor, as applicablethe case may be, that are relevant under such laws laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the Parent Guarantor Guarantor, as the case may be, in respect of the obligations of such other Guarantor or the Parent Guarantor Guarantor, as the case may be, under this Article 1011, result in the obligations of such Guarantor under its Guarantee or the Parent Guarantor Guarantor, as the case may be, under the Parent Guarantee, its Note Guarantee not constituting a fraudulent conveyance transfer or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Guarantee and the Parent Guarantor, if it makes a payment under the Parent Guarantee, shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors and the Parent Guarantor, at the time of such payment determined in accordance with GAAPconveyance.