Common use of German Guarantee Limitation Clause in Contracts

German Guarantee Limitation. If the guarantee and indemnity granted in this Clause 19 (Guarantee and Indemnity) (the “Guarantee”) is given by a German GmbH Guarantor, the following shall apply: (a) The Finance Parties shall be entitled to enforce the Guarantee against the relevant German GmbH Guarantor without limitation in respect of: (i) all and any amounts which are owed under the Finance Documents by such German GmbH Guarantor itself or by any of its Subsidiaries; and (ii) all and any amounts which correspond to funds that have been borrowed under the Finance Documents or amounts borrowed or documentary credits or other financial accommodation provided under any Ancillary Facility, in each case to the extent on-lent or otherwise passed on to, or issued for the benefit of, the relevant German GmbH Guarantor or any of its Subsidiaries, or for the benefit of any of their creditors and in each case not repaid and outstanding from time to time ((i) and (ii) are collectively referred to as the “Unlimited Enforcement Events”). (b) Beyond the Unlimited Enforcement Events the Finance Parties shall not be entitled to enforce the Guarantee against the relevant German GmbH Guarantor if and to the extent that: (i) the Guarantee secures the obligations of an Obligor which is (x) a direct or indirect shareholder of the German GmbH Guarantor or (y) an affiliated company (verbundenes Unternehmen) within the meaning of section 15 of the German Stock Corporation Act (Aktiengesetz) of a shareholder of the German GmbH Guarantor (other than the German GmbH Guarantor and its Subsidiaries) (the “Up-Stream and/or Cross-Stream Guarantee”); and (ii) the enforcement would have the effect of (x) reducing the German GmbH Guarantor’s net assets (Reinvermögen) (the “Net Assets”) to an amount of less than its stated share capital (Stammkapital) or, if the Net Assets are already an amount of less than its stated share capital, of causing such amount to be further reduced and (y) thereby causing a violation of the capital maintenance requirements as set forth in section 30, para. 1 German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung) as amended from time to time provided that the amount of the stated share capital to be taken into consideration shall be the amount registered in the commercial register at the date hereof, and any increase of the stated share capital registered after the date of this Agreement shall only be taken into account if such increase has been effected with the prior written consent of the Agent (such consent shall not be unreasonably withheld). (c) The Net Assets shall be calculated as an amount equal to the sum of the values of the German GmbH Guarantor’s assets (consisting of all assets which correspond to the items set forth in section 266 sub-section (2) A, B and C of the German Commercial Code (Handelsgesetzbuch) less the aggregate amount of the German GmbH Guarantor’s liabilities (consisting of all liabilities and liability reserves which correspond to the items set forth in section 266 sub-section (3) B, C and D of the German Commercial Code), save that: (i) any asset that is shown in the balance sheet with a book value (Buchwert) that is significantly lower than the market value of such asset and that can be realised shall be taken into account with its market value, to the extent that such assets are not necessary for the relevant German GmbH Guarantor’s business (nicht betriebsnotwendig) and to the extent that such realisation is necessary to satisfy the amount owed under the Guarantee (for the purpose of this clause a book value being significantly lower than the market value shall as a general rule be assumed if the book value is 35 per cent lower than the market value); (ii) obligations under loans provided to the German GmbH Guarantor by any member of the Group shall not be taken into account as liabilities as far as such loans are subordinated by law or by contract at least to the claims of the unsubordinated creditors of the German GmbH Guarantor; and (iii) obligations under loans or other contractual liabilities incurred by the German GmbH Guarantor in a culpable (schuldhaft) violation of the provisions of the Finance Documents shall not be taken into account as liabilities. The Net Assets shall be determined in accordance with the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) and, to the extent such accounting principles provide for discretion, be based on the same principles that were applied by the German GmbH Guarantor in the preparation of its most recent annual balance sheet (Jahresbilanz) and, in any event, in accordance with the jurisprudence from time to time of the German Federal Court of Justice (Bundesgerichtshof) relating to the protection of liable capital under Sections 30 and 31 of the German Limited Liability Companies Act. (d) The limitations set out in paragraph (b) above shall only apply if: (i) the German GmbH Guarantor delivers to the Agent, without undue delay but not later than within 10 Business Days (or such longer period as has been agreed between the German GmbH Guarantor and the Agent) after receipt of a request for payment under the Guarantee by the Agent, a determination prepared by the German GmbH Guarantor’s management stating which amount of the Up-Stream and/or Cross-Stream Guarantee cannot be enforced as it would cause the Net Assets of the relevant German GmbH Guarantor being less than its stated share capital or, if the Net Assets are already an amount of less than its stated share capital, of causing such amount to be further reduced (taking into account the adjustments set out in paragraph (c) above) (the “Management Determination”); and (ii) provided that the Agent (acting reasonably) disagrees with the Management Determination, the German GmbH Guarantor delivers to the Agent, without undue delay but not later than within 20 Business Days (or such longer period as has been agreed between the German GmbH Guarantor and the Agent) from the date the Agent has contested the Management Determination, an up to date balance sheet prepared by a firm of auditors of international standard and reputation which shows the amount of the Up-Stream and/or Cross-Stream Guarantee that cannot be enforced without the Net Assets of the relevant German GmbH Guarantor becoming less than its stated share capital or, if the Net Assets are already an amount of less than its stated share capital, of causing such amount to be further reduced (the “Balance Sheet”). The Balance Sheet shall be prepared in accordance with the principles set out in paragraph (c) above and shall contain further information (in reasonable detail) relating to items to be adjusted pursuant to paragraph (c) above. If the German GmbH Guarantor fails to deliver the Management Determination or the Balance Sheet within the aforementioned time periods, the Finance Parties shall be entitled to enforce the Guarantee irrespective of the limitations set out in paragraph (b) above. (e) If the Finance Parties disagree with the Management Determination and/or the Balance Sheet, they shall be entitled to enforce the Guarantee up to the amount which, according to the Management Determination or the Balance Sheet, as the case may be, can be enforced in compliance with the limitations set out in paragraph (b) above. In relation to any additional amounts for which the German GmbH Guarantor is liable under the Guarantee, the Finance Parties shall be entitled to further pursue their claims (if any) and the relevant German GmbH Guarantor shall be entitled to prove that this amount is necessary for maintaining its stated share capital (calculated as of the date the demand under the Guarantee was made). (f) No reduction of the amount enforceable under this Clause 19.13 (German Guarantee Limitation) will prejudice the right of the Finance Parties to continue enforcing the Guarantee (subject always to the operation of the limitations set out above at the time of such enforcement) until full satisfaction to the claims guaranteed.

German Guarantee Limitation. If the guarantee and indemnity granted in this Clause 19 (Guarantee and Indemnity) (the “Guarantee”) is given by a German GmbH Guarantor, the following shall apply: (a) The Finance Parties enforcement of the Guaranty granted by the German Obligor shall be entitled limited if and to enforce the Guarantee against the relevant German GmbH Guarantor without limitation in respect ofextent that: (i) all and any amounts which are owed under the Finance Documents by such Guaranty is an up-stream or cross-stream guarantee as the Guaranty of the German GmbH Guarantor itself or by Obligor secures obligations of an affiliated company (verbundenes Unternehmen) of the German Obligor within the meaning of Section 15 of the German Stock Corporation Act (Aktiengesetz) (other than any of its Subsidiariesthe German Obligor’s subsidiaries within the meaning of Sections 15 et seq. of the German Stock Corporation Act (Aktiengesetz)) (each an “Up-Stream and/or Cross-Stream Guaranty”); and (ii) all the enforcement of the Guaranty granted by the German Obligor would lead to a situation where: (a) the Net Assets (Reinvermögen) are not sufficient to maintain the registered share capital (Stammkapital) of the German Obligor; or (b) an existing shortfall of the Net Assets of the German Obligor would be further increased (Vertiefung einer bestehenden Unterbilanz), provided that, for the purposes of the calculation of the amount (if any) which can be demanded under the Guaranty from the German Obligor, the balance sheet items of German Obligor shall be adjusted as set out below: (I) the amount of any increase of the registered share capital of the German Obligor out of retained earnings (Kapitalerhöhung aus Gesellschaftsmitteln) after the date hereof (excluding any such increase of the registered share capital which is not prohibited under the Transaction Documents) that (x) has been effected without the prior written consent of the Collateral Agent or (y) to the extent it has not been fully paid up shall be deducted from the registered share capital; (II) any loan provided to the German Obligor after the date hereof, insofar as such loan qualifies as equity or subordinated shareholder loan within the meaning of section 39 para. 2 of the German Insolvency Code (Insolvenzordnung), shall be disregarded if it is waived or can be waived by the respective intra-group or shareholder creditor at the time without the risk of triggering a personal or criminal liability for waiving such shareholder loan on behalf of the respective intra-group or shareholder creditor; and (III) loans and other contractual liabilities incurred by the German Obligor (if any) in violation of the provisions of any of the Transaction Documents shall be disregarded to the extent such violation can be attributed to the willful misconduct or negligence of the managing directors (Geschäftsführer) of the German Obligor (if any). (b) The limits of paragraph (a) above will not apply: (i) to any amounts which correspond to funds that have been borrowed under the Finance Documents or amounts borrowed or documentary credits or other financial accommodation provided under Securities Purchase Agreement and/or any Ancillary Facility, in each case to the extent Notes and have been on-lent or otherwise passed on to, or issued for the benefit of, the relevant German GmbH Guarantor or any of its Subsidiaries, or for the benefit of any of their creditors and in each case not repaid and outstanding from time to time ((i) and (ii) are collectively referred to as the “Unlimited Enforcement Events”). (b) Beyond the Unlimited Enforcement Events the Finance Parties shall not be entitled to enforce the Guarantee against the relevant German GmbH Guarantor if and otherwise been passed on to the extent that: (i) the Guarantee secures the obligations of an German Obligor which is (x) a direct or indirect shareholder of the German GmbH Guarantor or (y) an affiliated company (verbundenes Unternehmen) Obligor’s subsidiaries within the meaning of section Sections 15 et seq. of the German Stock Corporation Act (Aktiengesetz) of a shareholder of the German GmbH Guarantor (other than the German GmbH Guarantor and its Subsidiaries) (the “Up-Stream and/or Cross-Stream Guarantee”); and; (ii) the enforcement would have the effect of (x) reducing if the German GmbH GuarantorObligor does not provide the Management’s net assets Determination and/or the Auditor’s Determination in accordance with paragraphs (Reinvermögenc) and (d) below; (iii) if and to the “Net Assets”extent for any other reason (including, without limitation, as a result of a change in the relevant rules of law) the deficit (Unterbilanz) referred to an amount under Section 10(b)(ii) does not constitute a breach of less than the German Obligor’s obligations to maintain its stated registered share capital (Stammkapital) or, if the Net Assets are already an amount of less than its stated share capital, of causing such amount pursuant to be further reduced and (y) thereby causing a violation sections 30 et seq. of the capital maintenance requirements as set forth in section 30, para. 1 German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung“GmbHG”) or does not result in a personal liability of the managing directors (Geschäftsführer) of the German Obligor pursuant to section 43 para. 3 GmbHG, each as amended amended, supplemented and/or replaced from time to time; (iv) if at the point in time provided where a Demand (as defined below) is made, the German Obligor (as dominated entity) is party to a domination and/or profit and loss transfer agreement (Beherrschungs- und/oder Gewinnabführungsvertrag); or (v) if and to the extent the German Obligor holds at the point in time where a Demand (as defined below) is made a fully recoverable indemnity claim or claim for refund (vollwertiger Gegenleistungs-oder Rückgewähranspruch) against the relevant Grantor whose obligations are secured by the Guaranty that can be accounted for in the amount balance sheet of the stated share capital to be taken into consideration shall be the amount registered in the commercial register German Obligor at the date hereof, and any increase of the stated share capital registered after the date of this Agreement shall only be taken into account if such increase has been effected with the prior written consent of the Agent full value (such consent shall not be unreasonably withheldvollwertig). (cvi) The Net Assets shall be calculated as an amount equal to the sum of the values of the German GmbH Guarantor’s assets (consisting of all assets which correspond to the items set forth in section 266 sub-section (2) A, B and C of the German Commercial Code (Handelsgesetzbuch) less the aggregate amount of the German GmbH Guarantor’s liabilities (consisting of all liabilities and liability reserves which correspond to the items set forth in section 266 sub-section (3) B, C and D of the German Commercial Code), save thatIn this entire Section 10: (i) any asset that is shown in the balance sheet with a book value (Buchwert) that is significantly lower than the market value of such asset and that can be realised shall be taken into account with its market value, to the extent that such assets are not necessary for the relevant German GmbH Guarantor’s business (nicht betriebsnotwendig) and to the extent that such realisation is necessary to satisfy the amount owed under the Guarantee (for the purpose of this clause a book value being significantly lower than the market value shall as a general rule be assumed if the book value is 35 per cent lower than the market value); (ii) obligations under loans provided to the German GmbH Guarantor by any member of the Group shall not be taken into account as liabilities as far as such loans are subordinated by law or by contract at least to the claims of the unsubordinated creditors of the German GmbH Guarantor; and (iii) obligations under loans or other contractual liabilities incurred by the German GmbH Guarantor in a culpable (schuldhaft) violation of the provisions of the Finance Documents shall not be taken into account as liabilities. The Net Assets shall be determined in accordance with the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) and, to the extent such accounting principles provide for discretion, be based on the same principles that were applied by the German GmbH Guarantor in the preparation of its most recent annual balance sheet (Jahresbilanz) and, in any event, in accordance with the jurisprudence from time to time of the German Federal Court of Justice (Bundesgerichtshof) relating to the protection of liable capital under Sections 30 and 31 of the German Limited Liability Companies Act. (d) The limitations set out in paragraph (b) above shall only apply if: (i) the German GmbH Guarantor delivers to the Agent, without undue delay but not later than within 10 Business Days (or such longer period as has been agreed between the German GmbH Guarantor and the Agent) after receipt of a request for payment under the Guarantee by the Agent, a determination prepared by the German GmbH Guarantor’s management stating which amount of the Up-Stream and/or Cross-Stream Guarantee cannot be enforced as it would cause the Net Assets of the relevant German GmbH Guarantor being less than its stated share capital or, if the Net Assets are already an amount of less than its stated share capital, of causing such amount to be further reduced (taking into account the adjustments set out in paragraph (c) above) (the “Management Determination”); and (ii) provided that the Agent (acting reasonably) disagrees with the Management Determination, the German GmbH Guarantor delivers to the Agent, without undue delay but not later than within 20 Business Days (or such longer period as has been agreed between the German GmbH Guarantor and the Agent) from the date the Agent has contested the Management Determination, an up to date balance sheet prepared by a firm of auditors of international standard and reputation which shows the amount of the Up-Stream and/or Cross-Stream Guarantee that cannot be enforced without the Net Assets of the relevant German GmbH Guarantor becoming less than its stated share capital or, if the Net Assets are already an amount of less than its stated share capital, of causing such amount to be further reduced (the “Balance Sheet”). The Balance Sheet shall be prepared in accordance with the principles set out in paragraph (c) above and shall contain further information (in reasonable detail) relating to items to be adjusted pursuant to paragraph (c) above. If the German GmbH Guarantor fails to deliver the Management Determination or the Balance Sheet within the aforementioned time periods, the Finance Parties shall be entitled to enforce the Guarantee irrespective of the limitations set out in paragraph (b) above. (e) If the Finance Parties disagree with the Management Determination and/or the Balance Sheet, they shall be entitled to enforce the Guarantee up to the amount which, according to the Management Determination or the Balance Sheet, as the case may be, can be enforced in compliance with the limitations set out in paragraph (b) above. In relation to any additional amounts for which the German GmbH Guarantor is liable under the Guarantee, the Finance Parties shall be entitled to further pursue their claims (if any) and the relevant German GmbH Guarantor shall be entitled to prove that this amount is necessary for maintaining its stated share capital (calculated as of the date the demand under the Guarantee was made). (f) No reduction of the amount enforceable under this Clause 19.13 (German Guarantee Limitation) will prejudice the right of the Finance Parties to continue enforcing the Guarantee (subject always to the operation of the limitations set out above at the time of such enforcement) until full satisfaction to the claims guaranteed.

German Guarantee Limitation. If the guarantee and indemnity granted in this Clause 19 (Guarantee and Indemnity) 15 (the “Guarantee”) is given by a Debtor incorporated in Germany in the legal form of a limited liability company (Gesellschaft mit beschränkter Haftung (GmbH)) (a “German GmbH GuarantorDebtor”), the following shall apply: (a) The Finance Parties Hedge Counterparties shall be entitled to enforce the Guarantee against the relevant German GmbH Guarantor Debtor or without limitation in respect of: (i) all and any amounts which are owed under the Finance Documents Hedging Agreements by such German GmbH Guarantor Debtor itself or by any of its Subsidiaries; and (ii) all and any amounts which correspond to funds that have been borrowed received under the Finance Debt Documents or amounts borrowed or documentary credits or other financial accommodation provided under any Ancillary Facilityancillary facility, in each case to the extent on-lent or otherwise passed on to, or issued for the benefit of, the relevant German GmbH Guarantor Debtor or any of its Subsidiaries, or for the benefit of any of their creditors and in each case not repaid and outstanding from time to time ((i) and (ii) are collectively referred to as the “Unlimited Enforcement Events”). (b) Beyond the Unlimited Enforcement Events the Finance Parties Hedge Counterparties shall not be entitled to enforce the Guarantee against the relevant German GmbH Guarantor Debtor if and to the extent that: (i) the Guarantee secures the obligations of an Obligor Debtor which is (x) a direct or indirect shareholder of the German GmbH Guarantor Debtor or (y) an affiliated company (verbundenes Unternehmen) within the meaning of section 15 of the German Stock Corporation Act (Aktiengesetz) of a shareholder of the German GmbH Guarantor Debtor (other than the German GmbH Guarantor Debtor and its Subsidiaries) (the “Up-Stream and/or Cross-Stream Guarantee”); and (ii) the enforcement would have the effect of (x) reducing the German GmbH GuarantorDebtor’s net assets (ReinvermögenReinvermogen) (the “Net Assets”) to an amount of less than its stated share capital (Stammkapital) or, if the Net Assets are already an amount of less than its stated share capital, of causing such amount to be further reduced and (y) thereby causing a violation of the capital maintenance requirements as set forth in section 30, para. 1 German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter beschrankter Haftung) as amended from time to time provided that the amount of the stated share capital to be taken into consideration shall be the amount registered in the commercial register at the date hereof, and any increase of the stated share capital registered after the date of this Agreement shall only be taken into account if such increase has been effected with the prior written consent of the Revolving Agent (such consent shall not be unreasonably withheld). (c) The Net Assets shall be calculated as an amount equal to the sum of the values of the German GmbH GuarantorDebtor’s assets (consisting of all assets which correspond to the items set forth in section 266 sub-section (2) A, B and C of the German Commercial Code (Handelsgesetzbuch) less the aggregate amount of the German GmbH GuarantorDebtor’s liabilities (consisting of all liabilities and liability reserves which correspond to the items set forth in section 266 sub-section (3) B, C and D of the German Commercial Code), save that: (i) any asset that is shown in the balance sheet with a book value (Buchwert) that is significantly lower than the market value of such asset and that can be realised shall be taken into account with its market value, to the extent that such assets are not necessary for the relevant German GmbH GuarantorDebtor’s business (nicht betriebsnotwendig) and to the extent that such realisation is necessary to satisfy the amount owed under the Guarantee (for the purpose of this clause a book value being significantly lower than the market value shall as a general rule be assumed if the book value is 35 per cent cent. lower than the market value); (ii) obligations under loans provided to the German GmbH Guarantor Debtor by any member of the Group shall not be taken into account as liabilities as far as such loans are subordinated by law or by contract at least to the claims of the unsubordinated creditors of the German GmbH GuarantorDebtor; and (iii) obligations under loans or other contractual liabilities incurred by the German GmbH Guarantor Debtor in a culpable (schuldhaft) violation of the provisions of the Finance Debt Documents shall not be taken into account as liabilities. The Net Assets shall be determined in accordance with the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger BuchführungGrundsädtze ordnungsmäBiger Buchfuhrung) and, to the extent such accounting principles provide for discretion, be based on the same principles that were applied by the German GmbH Guarantor Debtor in the preparation of its most recent annual balance sheet (Jahresbilanz) and, in any event, in accordance with the jurisprudence from time to time of the German Federal Court of Justice (Bundesgerichtshof) relating to the protection of liable capital under Sections 30 and 31 of the German Limited Liability Companies Act. (d) The limitations set out in paragraph (b) above shall only apply if: (i) the German GmbH Guarantor Debtor delivers to the Revolving Agent, without undue delay but not later than within 10 Business Days (or such longer period as has been agreed between the German GmbH Guarantor Debtor and the Revolving Agent) after receipt of a request for payment under the Guarantee by the Revolving Agent, a determination prepared by the German GmbH GuarantorDebtor’s management stating which amount of the Up-Stream and/or Cross-Stream Guarantee cannot be enforced as it would cause the Net Assets of the relevant German GmbH Guarantor Debtor being less than its stated share capital or, if the Net Assets are already an amount of less than its stated share capital, of causing such amount to be further reduced (taking into account the adjustments set out in paragraph (c) above) above (the “Management Determination”); and (ii) provided that if the Revolving Agent (acting reasonably) disagrees with the Management Determination, the German GmbH Guarantor Debtor delivers to the Revolving Agent, without undue delay but not later than within 20 Business Days (or such longer period as has been agreed between the German GmbH Guarantor Debtor and the Revolving Agent) from the date the Revolving Agent has contested the Management Determination, an up to date balance sheet prepared by a firm of auditors of international standard and reputation which shows the amount of the Up-Stream and/or Cross-Stream Guarantee that cannot be enforced without the Net Assets of the relevant German GmbH Guarantor Debtor becoming less than its stated share capital or, if the Net Assets are already an amount of less than its stated share capital, of causing such amount to be further reduced (the “Balance Sheet”). The Balance Sheet shall be prepared in accordance with the principles set out in paragraph (c) above and shall contain further information (in reasonable detail) relating to items to be adjusted pursuant to paragraph (c) above. If the German GmbH Guarantor Debtor fails to deliver the Management Determination or the Balance Sheet within the aforementioned time periods, the Finance Parties Hedge Counterparties shall be entitled to enforce the Guarantee irrespective of the limitations set out in paragraph (b) above. (e) If the Finance Parties disagree Revolving Agent (acting for and on behalf of the Hedge Counterparties) disagrees with the Management Determination and/or the Balance Sheet, they the Revolving Agent (acting for and on behalf of the Hedge Counterparties) shall be entitled to enforce the Guarantee up to the amount which, according to the Management Determination or the Balance Sheet, as the case may be, can be enforced in compliance with the limitations set out in paragraph (b) above. In relation to any additional amounts for which the German GmbH Guarantor Debtor is liable under the Guarantee, the Finance Parties Hedge Counterparties shall be entitled to further pursue their claims (if any) and the relevant German GmbH Guarantor Debtor shall be entitled to prove that this amount is necessary for maintaining its stated share capital (calculated as of the date the demand under the Guarantee was made). (f) No reduction of the amount enforceable under this Clause 19.13 (German Guarantee Limitation) 15.13 will prejudice the right of the Finance Parties Hedge Counterparties to continue enforcing the Guarantee (subject always to the operation of the limitations set out above at the time of such enforcement) until full satisfaction to the claims guaranteed.

German Guarantee Limitation. If the guarantee and indemnity granted in this Clause 19 (Guarantee and Indemnity) (the “Guarantee”) is given by a German GmbH Guarantor, the following shall apply: (a) The Finance Parties shall be entitled to enforce the Guarantee against the relevant German GmbH Guarantor without limitation in respect of: (i) all and any amounts which are owed under the Finance Documents by such German GmbH Guarantor itself or by any of its Subsidiaries; and (ii) all and any amounts which correspond to funds that have been borrowed under the Finance Documents or amounts borrowed or documentary credits or other financial accommodation provided under any Ancillary FacilityDocuments, in each case to the extent on-lent or otherwise passed on to, or issued for the benefit of, the relevant German GmbH Guarantor or any of its Subsidiaries, or for the benefit of any of their creditors and in each case not repaid and outstanding from time to time ((i) and (ii) are collectively referred to as the “Unlimited Enforcement Events”). (b) Beyond the Unlimited Enforcement Events the Finance Parties shall not be entitled to enforce the Guarantee against the relevant German GmbH Guarantor if and to the extent that: (i) the Guarantee secures the obligations of an Obligor which is (x) a direct or indirect shareholder of the German GmbH Guarantor or (y) an affiliated company (verbundenes Unternehmen) within the meaning of section 15 of the German Stock Corporation Act (Aktiengesetz) of a shareholder of the German GmbH Guarantor (other than the German GmbH Guarantor and its Subsidiaries) (the “Up-Stream and/or Cross-Stream Guarantee”); and (ii) the enforcement would have the effect of (x) reducing the German GmbH Guarantor’s net assets (Reinvermögen) (the “Net Assets”) to an amount of less than its stated share capital (Stammkapital) or, if the Net Assets are already an amount of less than its stated share capital, of causing such amount to be further reduced and (y) thereby causing a violation of the capital maintenance requirements as set forth in section 30, para. 1 German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung) as amended from time to time provided that the amount of the stated share capital to be taken into consideration shall be the amount registered in the commercial register at the date hereof, and any increase of the stated share capital registered after the date of this Agreement shall only be taken into account if such increase has been effected with the prior written consent of the Agent (such consent shall not be unreasonably withheld). (c) The Net Assets shall be calculated as an amount equal to the sum of the values of the German GmbH Guarantor’s assets (consisting of all assets which correspond to the items set forth in section 266 sub-section (2) A, B and C of the German Commercial Code (Handelsgesetzbuch) less the aggregate amount of the German GmbH Guarantor’s liabilities (consisting of all liabilities and liability reserves which correspond to the items set forth in section 266 sub-section (3) B, C and D of the German Commercial Code), save that: (i) any asset that is shown in the balance sheet with a book value (Buchwert) that is significantly lower than the market value of such asset and that can be realised shall be taken into account with its market value, to the extent that such assets are not necessary for the relevant German GmbH Guarantor’s business (nicht betriebsnotwendig) and to the extent that such realisation is necessary to satisfy the amount owed under the Guarantee (for the purpose of this clause a book value being significantly lower than the market value shall as a general rule be assumed if the book value is 35 per cent lower than the market value); (ii) obligations under loans provided to the German GmbH Guarantor by any member of the Group shall not be taken into account as liabilities as far as such loans are subordinated by law or by contract at least to the claims of the unsubordinated creditors of the German GmbH Guarantor; and (iii) obligations under loans or other contractual liabilities incurred by the German GmbH Guarantor in a culpable (schuldhaft) violation of the provisions of the Finance Documents shall not be taken into account as liabilities. The Net Assets shall be determined in accordance with the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) and, to the extent such accounting principles provide for discretion, be based on the same principles that were applied by the German GmbH Guarantor in the preparation of its most recent annual balance sheet (Jahresbilanz) and, in any event, in accordance with the jurisprudence from time to time of the German Federal Court of Justice (Bundesgerichtshof) relating to the protection of liable capital under Sections 30 and 31 of the German Limited Liability Companies Act. (d) The limitations set out in paragraph (b) above shall only apply if: (i) the German GmbH Guarantor delivers to the Agent, without undue delay but not later than within 10 Business Days (or such longer period as has been agreed between the German GmbH Guarantor and the Agent) after receipt of a request for payment under the Guarantee by the Agent, a determination prepared by the German GmbH Guarantor’s management stating which amount of the Up-Stream and/or Cross-Stream Guarantee cannot be enforced as it would cause the Net Assets of the relevant German GmbH Guarantor being less than its stated share capital or, if the Net Assets are already an amount of less than its stated share capital, of causing such amount to be further reduced (taking into account the adjustments set out in paragraph (c) above) (the “Management Determination”); and (ii) provided that the Agent (acting reasonably) disagrees with the Management Determination, the German GmbH Guarantor delivers to the Agent, without undue delay but not later than within 20 Business Days (or such longer period as has been agreed between the German GmbH Guarantor and the Agent) from the date the Agent has contested the Management Determination, an up to date balance sheet prepared by a firm of auditors of international standard and reputation which shows the amount of the Up-Stream and/or Cross-Stream Guarantee that cannot be enforced without the Net Assets of the relevant German GmbH Guarantor becoming less than its stated share capital or, if the Net Assets are already an amount of less than its stated share capital, of causing such amount to be further reduced (the “Balance Sheet”). The Balance Sheet shall be prepared in accordance with the principles set out in paragraph (c) above and shall contain further information (in reasonable detail) relating to items to be adjusted pursuant to paragraph (c) above. If the German GmbH Guarantor fails to deliver the Management Determination or the Balance Sheet within the aforementioned time periods, the Finance Parties shall be entitled to enforce the Guarantee irrespective of the limitations set out in paragraph (b) above. (e) If the Finance Parties disagree with the Management Determination and/or the Balance Sheet, they shall be entitled to enforce the Guarantee up to the amount which, according to the Management Determination or the Balance Sheet, as the case may be, can be enforced in compliance with the limitations set out in paragraph (b) above. In relation to any additional amounts for which the German GmbH Guarantor is liable under the Guarantee, the Finance Parties shall be entitled to further pursue their claims (if any) and the relevant German GmbH Guarantor shall be entitled to prove that this amount is necessary for maintaining its stated share capital (calculated as of the date the demand under the Guarantee was made). (f) No reduction of the amount enforceable under this Clause 19.13 (German Guarantee Limitation) will prejudice the right of the Finance Parties to continue enforcing the Guarantee (subject always to the operation of the limitations set out above at the time of such enforcement) until full satisfaction to the claims guaranteed.

German Guarantee Limitation. If the guarantee and indemnity granted in this Clause 19 (Guarantee and Indemnity) (the “Guarantee”) is given by a Guarantor incorporated in Germany in the legal form of a limited liability company (Gesellschaft mit beschränkter Haftung (GmbH)) (a “German GmbH Guarantor”), the following shall apply: (a) The Finance Parties shall be entitled to enforce the Guarantee against the relevant German GmbH Guarantor without limitation in respect of: (i) all and any amounts which are owed under the Finance Documents by such German GmbH Guarantor itself or by any of its Subsidiaries; and (ii) all and any amounts which correspond to funds that have been borrowed under the Finance Documents or amounts borrowed or documentary credits or other financial accommodation provided under any Ancillary Facilityancillary facility, in each case to the extent on-lent or otherwise passed on to, or issued for the benefit of, the relevant German GmbH Guarantor or any of its Subsidiaries, or for the benefit of any of their creditors and in each case not repaid and outstanding from time to time ((i) and (ii) are collectively referred to as the “Unlimited Enforcement Events”). (b) Beyond the Unlimited Enforcement Events the Finance Parties shall not be entitled to enforce the Guarantee against the relevant German GmbH Guarantor if and to the extent that: (i) the Guarantee secures the obligations of an Obligor which is (x) a direct or indirect shareholder of the German GmbH Guarantor or (y) an affiliated company (verbundenes Unternehmen) within the meaning of section 15 of the German Stock Corporation Act (Aktiengesetz) of a shareholder of the German GmbH Guarantor (other than the German GmbH Guarantor and its Subsidiaries) (the “Up-Stream and/or Cross-Stream Guarantee”); and (ii) the enforcement would have the effect of (x) reducing the German GmbH Guarantor’s net assets (Reinvermögen) (the “Net Assets”) to an amount of less than its stated share capital (Stammkapital) or, if the Net Assets are already an amount of less than its stated share capital, of causing such amount to be further reduced and (y) thereby causing a violation of the capital maintenance requirements as set forth in section 30, para. 1 German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung) as amended from time to time provided that the amount of the stated share capital to be taken into consideration shall be the amount registered in the commercial register at the date hereof, and any increase of the stated share capital registered after the date of this Agreement shall only be taken into account if such increase has been effected with the prior written consent of the Agent (such consent shall not be unreasonably withheld). (c) The Net Assets shall be calculated as an amount equal to the sum of the values of the German GmbH Guarantor’s assets (consisting of all assets which correspond to the items set forth in section 266 sub-section (2) A, B and C of the German Commercial Code (Handelsgesetzbuch) less the aggregate amount of the German GmbH Guarantor’s liabilities (consisting of all liabilities and liability reserves which correspond to the items set forth in section 266 sub-section subsection (3) B, C and D of the German Commercial Code), save that: (i) any asset that is shown in the balance sheet with a book value (Buchwert) that is significantly lower than the market value of such asset and that can be realised shall be taken into account with its market value, to the extent that such assets are not necessary for the relevant German GmbH Guarantor’s business (nicht betriebsnotwendig) and to the extent that such realisation is necessary to satisfy the amount owed under the Guarantee (for the purpose of this clause a book value being significantly lower than the market value shall as a general rule be assumed if the book value is 35 per cent lower than the market value); (ii) obligations under loans provided to the German GmbH Guarantor by any member of the Group shall not be taken into account as liabilities as far as such loans are subordinated by law or by contract at least to the claims of the unsubordinated creditors of the German GmbH Guarantor; and (iii) obligations under loans or other contractual liabilities incurred by the German GmbH Guarantor in a culpable (schuldhaft) violation of the provisions of the Finance Documents shall not be taken into account as liabilities. The Net Assets shall be determined in accordance with the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) and, to the extent such accounting principles provide for discretion, be based on the same principles that were applied by the German GmbH Guarantor in the preparation of its most recent annual balance sheet (Jahresbilanz) and, in any event, in accordance with the jurisprudence from time to time of the German Federal Court of Justice (Bundesgerichtshof) relating to the protection of liable capital under Sections 30 and 31 of the German Limited Liability Companies Act. (d) The limitations set out in paragraph (b) above shall only apply if: (i) the German GmbH Guarantor delivers to the Agent, without undue delay but not later than within 10 Business Days (or such longer period as has been agreed between the German GmbH Guarantor and the Agent) after receipt of a request for payment under the Guarantee by the Agent, a determination prepared by the German GmbH Guarantor’s management stating which amount of the Up-Stream and/or Cross-Stream Guarantee cannot be enforced as it would cause the Net Assets of the relevant German GmbH Guarantor being less than its stated share capital or, if the Net Assets are already an amount of less than its stated share capital, of causing such amount to be further reduced (taking into account the adjustments set out in paragraph (c) above) above (the “Management Determination”); and (ii) provided that the Agent (acting reasonably) disagrees with the Management Determination, the German GmbH Guarantor delivers to the Agent, without undue delay but not later than within 20 Business Days (or such longer period as has been agreed between the German GmbH Guarantor and the Agent) from the date the Agent has contested the Management Determination, an up to date balance sheet prepared by a firm of auditors of international standard and reputation which shows the amount of the Up-Stream and/or Cross-Stream Guarantee that cannot be enforced without the Net Assets of the relevant German GmbH Guarantor becoming less than its stated share capital or, if the Net Assets are already an amount of less than its stated share capital, of causing such amount to be further reduced (the “Balance Sheet”). The Balance Sheet shall be prepared in accordance with the principles set out in paragraph (c) above and shall contain further information (in reasonable detail) relating to items to be adjusted pursuant to paragraph (c) above. If the German GmbH Guarantor fails to deliver the Management Determination or the Balance Sheet within the aforementioned time periods, the Finance Parties shall be entitled to enforce the Guarantee irrespective of the limitations set out in paragraph (b) above. (e) If the Finance Parties disagree with the Management Determination and/or the Balance Sheet, they shall be entitled to enforce the Guarantee up to the amount which, according to the Management Determination or the Balance Sheet, as the case may be, can be enforced in compliance with the limitations set out in paragraph (b) above. In relation to any additional amounts for which the German GmbH Guarantor is liable under the Guarantee, the Finance Parties shall be entitled to further pursue their claims (if any) and the relevant German GmbH Guarantor shall be entitled to prove that this amount is necessary for maintaining its stated share capital (calculated as of the date the demand under the Guarantee was made). (f) No reduction of the amount enforceable under this Clause 19.13 (German Guarantee Limitation) will prejudice the right of the Finance Parties to continue enforcing the Guarantee (subject always to the operation of the limitations set out above at the time of such enforcement) until full satisfaction to the claims guaranteed.

German Guarantee Limitation. If the guarantee and indemnity granted in this Clause 19 (Guarantee and Indemnity) (the “Guarantee”) is given by a German GmbH Guarantor, the following shall apply: (a) The Finance Parties shall be entitled right to enforce the Guarantee Guarantees against the relevant any German GmbH Guarantor without limitation in respect of: (i) all and any amounts which are owed under the Finance Documents by such German GmbH Guarantor itself or by any of its Subsidiaries; and (ii) all and any amounts which correspond to funds that have been borrowed under the Finance Documents or amounts borrowed or documentary credits or other financial accommodation provided under any Ancillary Facilityshall, in each case to the extent on-lent or otherwise passed on to, or issued for that the benefit of, the relevant German GmbH Guarantor or any Guaranteed Obligations represent those of its Subsidiaries, or for the benefit of any of their creditors and in each case not repaid and outstanding from time to time ((i) and (ii) are collectively referred to as the “Unlimited Enforcement Events”). (b) Beyond the Unlimited Enforcement Events the Finance Parties shall not be entitled to enforce the Guarantee against the relevant German GmbH Guarantor if and to the extent that: (i) the Guarantee secures the obligations of an Obligor which is (x) a direct or indirect shareholder of the German GmbH Guarantor or (y) an affiliated company (verbundenes Unternehmen) within the meaning of section Section 15 et seq. of the German Stock Corporation Act (Aktiengesetz) of a shareholder of the German GmbH Guarantor (other than the any of such German GmbH Guarantor and its Subsidiaries) (the “Up-Stream and/or Cross-Stream Guarantee”Guarantor's subsidiaries); and (ii) the enforcement would have the effect of (x) reducing the German GmbH Guarantor’s net assets (Reinvermögen) (the “Net Assets”) , at all times be limited to an amount of less than its stated share capital (Stammkapital) or, if the Net Assets are already an amount of less than its stated share capital, of causing such amount to be further reduced and (y) thereby causing a violation of the capital maintenance requirements as set forth in section 30, para. 1 German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung) as amended from time to time provided that the amount of the stated share capital to be taken into consideration shall be the amount registered in the commercial register at the date hereof, and any increase of the stated share capital registered after the date of this Agreement shall only be taken into account if such increase has been effected with the prior written consent of the Agent (such consent shall not be unreasonably withheld). (c) The Net Assets shall be calculated as an amount equal to the sum of the values of the such German GmbH Guarantor’s 's assets (consisting the calculation of all assets which correspond to shall take into account the items set forth captions reflected in section Section 266 sub-section (2) A, B and C of the German Commercial Code (Handelsgesetzbuch)) less the aggregate amount sum of (A) the German GmbH Guarantor’s 's liabilities (consisting the calculation of all liabilities and liability reserves which correspond to shall take into account the items set forth captions reflected in section Section 266 sub-section (3) B, C and D of the German Commercial Code), save that: and (iB) the stated share capital (Stammkapital) of such German Guarantor (the "NET ASSETS"). Each German Guarantor shall realise, to the extent legally permitted and, in respect of such German Guarantor, commercially justifiable, in a situation where such German Guarantor does not have sufficient Net Assets to maintain its registered share capital, any asset and all of its assets that is are shown in the balance sheet with a book value (Buchwert) that is significantly lower than the market value of such the assets if the asset and that can be realised shall be taken into account with its market value, to the extent that such assets are is not necessary for the relevant such German GmbH Guarantor’s 's business (nicht betriebsnotwendig) and to the extent that such realisation is necessary to satisfy the amount owed under the Guarantee (for the purpose of this clause a book value being significantly lower than the market value shall as a general rule be assumed if the book value is 35 per cent lower than the market value); (ii) obligations under loans provided to the German GmbH Guarantor by any member of the Group shall not be taken into account as liabilities as far as such loans are subordinated by law or by contract at least to the claims of the unsubordinated creditors of the German GmbH Guarantor; and (iii) obligations under loans or other contractual liabilities incurred by the German GmbH Guarantor in a culpable (schuldhaft) violation of the provisions of the Finance Documents shall not be taken into account as liabilities. The Net Assets Security Trustee shall be determined enforce the Guarantees against a German Guarantor in accordance with the generally accepted accounting principles applicable from time following further procedure: (i) The German Guarantor shall, following a notification by the Security Trustee to time in Germany (Grundsätze ordnungsmäßiger Buchführung) andsuch German Guarantor that the Security Trustee intends to enforce the Guarantees, deliver to the extent Security Trustee within sixty days of such accounting principles provide for discretion, be based on notification an auditors' determination from a firm of auditors of international standard and reputation (the same principles that were applied by "AUDITORS' DETERMINATION") stating the German GmbH Guarantor in the preparation of its most recent annual balance sheet (Jahresbilanz) and, in any event, in accordance with the jurisprudence from time to time value of the Net Assets, i.e., the amounts which may be claimed against such German Federal Court of Justice (Bundesgerichtshof) relating Guarantor under the Guarantees having regard to the protection of liable capital under Sections 30 and 31 of the German Limited Liability Companies Act. (dii) The limitations set out in paragraph (b) above shall only apply if: (i) Auditors' Determination, i.e., the amounts which may be claimed against such German Guarantor under the Guarantees, having regard to Sections 30 and 31 of the German GmbH Guarantor delivers to the AgentLimited Liability Companies Act, without undue delay but not later than within 10 Business Days (or such longer period as has been agreed between the German GmbH Guarantor and the Agent) after receipt of a request for payment under the Guarantee by the Agent, a determination prepared by the German GmbH Guarantor’s management stating which amount of the Up-Stream and/or Cross-Stream Guarantee cannot be enforced as it would cause the Net Assets of the relevant German GmbH Guarantor being less than its stated share capital or, if the Net Assets are already an amount of less than its stated share capital, of causing such amount to be further reduced (taking shall take into account the adjustments set out generally accepted accounting principles applicable from time to time in paragraph Germany (cGAAP) above) (and be based on the “Management Determination”); andsame principles that were applied when establishing the previous year's balance sheet. (iiiii) provided that The amount specified in the Agent (acting reasonably) disagrees with relevant Auditors' Determination pertaining to such German Guarantor shall be up-to-date and in any event such Auditors' Determination shall have been prepared as of a date no earlier than 15 business days prior to the Management Determination, date of notification by the Security Trustee to the German GmbH Guarantor delivers that it intends to enforce the Agent, without undue delay but not later than within 20 Business Days Guarantees. (or such longer period as has been agreed between the German GmbH Guarantor and the Agentiv) from the date the Agent has contested the Management Determination, an up to date balance sheet prepared by a firm of auditors of international standard and reputation which shows the amount of the Up-Stream and/or Cross-Stream Guarantee that cannot be enforced without the Net Assets of the relevant German GmbH Guarantor becoming less than its stated share capital or, if the Net Assets are already an amount of less than its stated share capital, of causing such amount to be further reduced (the “Balance Sheet”). The Balance Sheet shall be prepared in accordance with the principles set out in paragraph (c) above and shall contain further information (in reasonable detail) relating to items to be adjusted pursuant to paragraph (c) above. If the German GmbH Guarantor fails to deliver the Management Auditors' Determination or to the Balance Sheet Security Trustee within the aforementioned time periodssixty day period stated in (ii) above, the Finance Parties Security Trustee shall be entitled to enforce the Guarantee irrespective of the limitations set out in paragraph (b) aboveGuarantees against such German Guarantor without limitation. (e) If the Finance Parties disagree with the Management Determination and/or the Balance Sheet, they shall be entitled to enforce the Guarantee up to the amount which, according to the Management Determination or the Balance Sheet, as the case may be, can be enforced in compliance with the limitations set out in paragraph (b) above. In relation to any additional amounts for which the German GmbH Guarantor is liable under the Guarantee, the Finance Parties shall be entitled to further pursue their claims (if any) and the relevant German GmbH Guarantor shall be entitled to prove that this amount is necessary for maintaining its stated share capital (calculated as of the date the demand under the Guarantee was made). (f) No reduction of the amount enforceable under this Clause 19.13 (German Guarantee Limitation) will prejudice the right of the Finance Parties to continue enforcing the Guarantee (subject always to the operation of the limitations set out above at the time of such enforcement) until full satisfaction to the claims guaranteed.

German Guarantee Limitation. If the guarantee and indemnity granted in this Clause 19 (Guarantee and Indemnity) 16 (the “Guarantee”) is given by a Debtor incorporated in Germany in the legal form of a limited liability company (Gesellschaft mit beschränkter Haftung (GmbH)) (a “German GmbH GuarantorDebtor”), the following shall apply: (a) The Finance Parties Hedge Counterparties shall be entitled to enforce the Guarantee against the relevant German GmbH Guarantor Debtor without limitation in respect of: (i) all and any amounts which are owed under the Finance Documents Hedging Agreements by such German GmbH Guarantor Debtor itself or by any of its Subsidiaries; and (ii) all and any amounts which correspond to funds that have been borrowed received under the Finance Debt Documents or amounts borrowed or documentary credits or other financial accommodation provided under any Ancillary Facilityancillary facility, in each case to the extent on-lent or otherwise passed on to, or issued for the benefit of, the relevant German GmbH Guarantor Debtor or any of its Subsidiaries, or for the benefit of any of their creditors and in each case not repaid and outstanding from time to time ((i) and (ii) are collectively referred to as the “Unlimited Enforcement Events”). (b) Beyond the Unlimited Enforcement Events the Finance Parties Hedge Counterparties shall not be entitled to enforce the Guarantee against the relevant German GmbH Guarantor Debtor if and to the extent that: (i) the Guarantee secures the obligations of an Obligor Debtor which is (x) a direct or indirect shareholder of the German GmbH Guarantor Debtor or (y) an affiliated company (verbundenes Unternehmen) within the meaning of section 15 of the German Stock Corporation Act (Aktiengesetz) of a shareholder of the German GmbH Guarantor Debtor (other than the German GmbH Guarantor Debtor and its Subsidiaries) (the “Up-Stream and/or Cross-Stream Guarantee”); and (ii) the enforcement would have the effect of (x) reducing the German GmbH GuarantorDebtor’s net assets (Reinvermögen) (the “Net Assets”) to an amount of less than its stated share capital (Stammkapital) or, if the Net Assets are already an amount of less than its stated share capital, of causing such amount to be further reduced and (y) thereby causing a violation of the capital maintenance requirements as set forth in section 30, para. 1 German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung) as amended from time to time provided that the amount of the stated share capital to be taken into consideration shall be the amount registered in the commercial register at the date hereof, and any increase of the stated share capital registered after the date of this Agreement shall only be taken into account if such increase has been effected with the prior written consent of the Revolving Agent (such consent shall not be unreasonably withheld). (c) The Net Assets shall be calculated as an amount equal to the sum of the values of the German GmbH GuarantorDebtor’s assets (consisting of all assets which correspond to the items set forth in section 266 sub-section (2) A, B and C of the German Commercial Code (Handelsgesetzbuch) less the aggregate amount of the German GmbH GuarantorDebtor’s liabilities (consisting of all liabilities and liability reserves which correspond to the items set forth in section 266 sub-section (3) B, C and D of the German Commercial Code), save that: (i) any asset that is shown in the balance sheet with a book value (Buchwert) that is significantly lower than the market value of such asset and that can be realised shall be taken into account with its market value, to the extent that such assets are not necessary for the relevant German GmbH GuarantorDebtor’s business (nicht betriebsnotwendig) and to the extent that such realisation is necessary to satisfy the amount owed under the Guarantee (for the purpose of this clause a book value being significantly lower than the market value shall as a general rule be assumed if the book value is 35 per cent cent. lower than the market value); (ii) obligations under loans provided to the German GmbH Guarantor Debtor by any member of the Group shall not be taken into account as liabilities as far as such loans are subordinated by law or by contract at least to the claims of the unsubordinated creditors of the German GmbH GuarantorDebtor; and (iii) obligations under loans or other contractual liabilities incurred by the German GmbH Guarantor Debtor in a culpable (schuldhaft) violation of the provisions of the Finance Debt Documents shall not be taken into account as liabilities. The Net Assets shall be determined in accordance with the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) and, to the extent such accounting principles provide for discretion, be based on the same principles that were applied by the German GmbH Guarantor Debtor in the preparation of its most recent annual balance sheet (Jahresbilanz) and, in any event, in accordance with the jurisprudence from time to time of the German Federal Court of Justice (Bundesgerichtshof) relating to the protection of liable capital under Sections 30 and 31 of the German Limited Liability Companies Act. (d) The limitations set out in paragraph (b) above shall only apply if: (i) the German GmbH Guarantor Debtor delivers to the Revolving Agent, without undue delay but not later than within 10 Business Days (or such longer period as has been agreed between the German GmbH Guarantor Debtor and the Revolving Agent) after receipt of a request for payment under the Guarantee by the Revolving Agent, a determination prepared by the German GmbH GuarantorDebtor’s management stating which amount of the Up-Stream and/or Cross-Stream Guarantee cannot be enforced as it would cause the Net Assets of the relevant German GmbH Guarantor Debtor being less than its stated share capital or, if the Net Assets are already an amount of less than its stated share capital, of causing such amount to be further reduced (taking into account the adjustments set out in paragraph (c) above) above (the “Management Determination”); and (ii) provided that if the Revolving Agent (acting reasonably) disagrees with the Management Determination, the German GmbH Guarantor Debtor delivers to the Revolving Agent, without undue delay but not later than within 20 Business Days (or such longer period as has been agreed between the German GmbH Guarantor Debtor and the Revolving Agent) from the date the Revolving Agent has contested the Management Determination, an up to date balance sheet prepared by a firm of auditors of international standard and reputation which shows the amount of the Up-Stream and/or Cross-Stream Guarantee that cannot be enforced without the Net Assets of the relevant German GmbH Guarantor Debtor becoming less than its stated share capital or, if the Net Assets are already an amount of less than its stated share capital, of causing such amount to be further reduced (the “Balance Sheet”). The Balance Sheet shall be prepared in accordance with the principles set out in paragraph (c) above and shall contain further information (in reasonable detail) relating to items to be adjusted pursuant to paragraph (c) above. If the German GmbH Guarantor Debtor fails to deliver the Management Determination or the Balance Sheet within the aforementioned time periods, the Finance Parties Hedge Counterparties shall be entitled to enforce the Guarantee irrespective of the limitations set out in paragraph (b) above. (e) If the Finance Parties disagree Revolving Agent (acting for and on behalf of the Hedge Counterparties) disagrees with the Management Determination and/or the Balance Sheet, they the Revolving Agent (acting for and on behalf of the Hedge Counterparties) shall be entitled to enforce the Guarantee up to the amount which, according to the Management Determination or the Balance Sheet, as the case may be, can be enforced in compliance with the limitations set out in paragraph (b) above. In relation to any additional amounts for which the German GmbH Guarantor Debtor is liable under the Guarantee, the Finance Parties Hedge Counterparties shall be entitled to further pursue their claims (if any) and the relevant German GmbH Guarantor Debtor shall be entitled to prove that this amount is necessary for maintaining its stated share capital (calculated as of the date the demand under the Guarantee was made). (f) No reduction of the amount enforceable under this Clause 19.13 (German Guarantee Limitation) 16.13 will prejudice the right of the Finance Parties Hedge Counterparties to continue enforcing the Guarantee (subject always to the operation of the limitations set out above at the time of such enforcement) until full satisfaction to the claims guaranteed.