**Exhibit 4.56**

 

THE OBLIGATIONS OF THE GUARANTORS TO THE HOLDERS OF NOTES PURSUANT TO THIS GUARANTEE AND THE INDENTURE DATED AS OF NOVEMBER18, 2004, BY AND AMONG 3815668 CANADA INC. (THE “ISSUER”), THE GUARANTORS NAMED THEREIN AND THE TRUSTEE NAMED THEREIN (THE “INDENTURE”) ARE EXPRESSLY SET FORTH IN ARTICLE XI OF THE INDENTURE, AND REFERENCE IS HEREBYMADE TO SUCH INDENTURE FOR THE PRECISE TERMS OF THIS GUARANTEE. THE TERMS OF THE INDENTURE, INCLUDING WITHOUT LIMITATION ARTICLE XI, ARE INCORPORATED HEREIN BY REFERENCE. 

 

Each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Noteholder, irrespective of thevalidity and enforceability of the Indenture, the Notes or the obligations of the Issuer thereunder, that: (a) the principal of and premium and interest on the Notes shall be promptly paid in full when due, whether at the Maturity Date, byacceleration, redemption or otherwise, and interest on the overdue principal of (and any premium) and interest on the Notes, if any, if lawful, and all other obligations of the Issuer to the Noteholders thereunder shall be promptly paid in full orperformed, all in accordance with the terms thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance withthe terms of the extension or renewal, whether at the Maturity Date, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly andseverally obligated to pay the same immediately. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any actionto enforce the same, any waiver or consent by any Noteholder with respect to any provisions thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance that might otherwise constitute a legal orequitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding firstagainst the Issuer, protest, notice and all demands whatsoever and covenants that, subject to Article XI of the Indenture, this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and theIndenture. 

 

If any Noteholder is required by any court orotherwise to return to the Issuer or Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or Guarantors, any amount paid to such Noteholder, this Guarantee, to the extent theretoforedischarged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Noteholders in respect of any obligations guaranteed hereby until such time as theIndebtedness of the Issuer evidenced by the Note shall have been paid in full. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Noteholders, on the other hand, (a) the Maturity Date of the obligationsguaranteed hereby may be accelerated as provided in Section 6.02 of the Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteedhereby, and (b) in the event of any declaration of acceleration of such obligations as provided in Section 6.02 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the 

 

Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exerciseof such right does not impair the rights of the Noteholders under the Guarantees. 

 

The obligations of each Guarantor under this Guarantee are junior and subordinated to the Senior Indebtedness of such Guarantor to the extent in the manner provided for in Article XI of the Indenture. 

 

Each Guarantor, and by its acceptance of Notes, each Noteholder, herebyconfirms that it is the intention of all such parties that this Guarantee not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or anysimilar federal, state, provincial or territorial law to the extent applicable to any Guarantee. To effectuate the foregoing intention, the Noteholders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor under thisGuarantee and Article 11 of the Indenture shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after givingeffect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 11 of the Indenture, result in the obligations of suchGuarantor under this Guarantee not constituting a fraudulent transfer or conveyance. 

 

This is a continuing Guarantee and shall remain in full force and effect and shall be binding upon the undersigned Guarantors and their respective successors and assigns to the extent set forth in the Indenture untilfull and final payment of all of the Issuer’s obligations under the Notes and the Indenture and shall inure to the benefit of the Noteholders and their successors and assigns and, in the event of any transfer or assignment of rights by anyNoteholder, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof and of Article 11 of the Indenture. Notwithstanding theforegoing, any Guarantor that satisfies the provisions of Section 11.05 of the Indenture shall be released of its obligations hereunder. 

 

**THIS GUARANTEE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF NEWYORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAWS OF THE STATE OF NEW YORK THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.**

 

This Guarantee shall have no effect unless and until the Amalgamation has occurred, and upon such time this Guarantee shallbecome effective immediately upon effectiveness of the Amalgamation without further action by the Guarantor, the Trustee or the Issuer. 

 

IN WITNESS WHEREOF, each of the Guarantors has caused this Guarantee to be signed by a duly authorizedofficer. 

 

Date:                                    

 

[NAME OF GUARANTOR], as Guarantor

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