German Guarantors. (A) Each of the Lenders, by its acceptance of the benefits hereof, agree (and will instruct the Administrative Agent accordingly) not to enforce this Guaranty if and to the extent that this Guaranty shall be enforced for debt owed by a direct or indirect holding company of the German Guarantor or by a direct or indirect subsidiary of such holding company and the application of proceeds towards the Obligations would lead to the situation that, if a Guarantor is organized as a GmbH & Co. KG. (a “German Guarantor”) under the laws of the Federal Republic of Germany, the Net Assets of its general partner would fall below the registered share capital (Stammkapital) of the general partner or, if the Net Assets of the general partner are already below the registered share capital of the general partner, such amount would be further reduced, and thereby violate the capital maintenance requirement as set out in Sections 30 et. seq. GmbHG (Gesetz betreffend die Gesellschaften mit beschraenkter Haftung).
German Guarantors. (i) The right to enforce any guarantee and indemnity created and the joint and several liability assumed hereunder against a Guarantor incorporated in Germany in the legal form of a limited liability company (GmbH) (a “German GmbH Guarantor”) shall be limited if and to the extent that such guarantee and indemnity or joint and several liability secures any obligation of an affiliated company (verbundenes Unternehmen) within the meaning of Section 15 of the German Stock Corporation Act (Aktiengesetz) (in each case other than any of the German GmbH Guarantor’s direct or indirect subsidiaries) and the enforcement of such guarantee and indemnity created or the joint and several liability assumed hereunder would cause:
German Guarantors. Each of the Lenders, by its acceptance of the benefits hereof, agrees to release (or to instruct the Administrative Agent to release) proceeds from the enforcement of this Guaranty if and to the extent that the application of proceeds towards the Obligations would otherwise lead to the situation that, if a Guarantor is organized as a GmbH & Co. KG. (a “German Guarantor”) under the laws of the Federal Republic of Germany, its general partner does not have sufficient assets to maintain its stated share capital (Stammkapital) provided that for the purposes of the calculation of the amount to be released (if any) the following balance sheet items shall be adjusted as follows:
German Guarantors. (a) The Guarantee of any Subsidiary Guarantor incorporated or formed under the laws of Germany (a “German Guarantor”) shall not be enforceable as long as such German Guarantor is incorporated in Germany as a limited liability company (Gesellschaft mit beschränkter Haftung - GmbH) (a “German Guarantor”) if and to the extent that such Guarantee secures liabilities of an affiliated company within the meaning of Section 15 et seq. of the German Stock Corporation Act (Aktiengesetz) of that German Guarantor (other than the German Guarantor’s Subsidiaries) (an “Up-Stream or Cross-Stream Security”) and if and to the extent that such enforcement would cause such German Guarantor’s Net Assets to be reduced below the amount of its registered share capital (Stammkapital), which is protected by section 30 and 31 of the German Limited Liability Companies Act (GmbHG), or if such German Guarantor’s Net Assets are below the amount of the registered share capital, cause such amount to be further reduced.
German Guarantors. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or any other document relating to the Obligations:
German Guarantors. (A) Each of the Lenders, by its acceptance of the benefits hereof, agree (and will instruct the Administrative Agent accordingly) not to enforce this Guaranty if and to the extent that this Guaranty shall be enforced for debt owed by a direct or indirect holding company of the German Guarantor or by a direct or indirect subsidiary of such holding company other than the German Guarantor or any of its direct or indirect subsidiaries) and the application of proceeds towards the Obligations would lead to the situation that, if a Guarantor is organized as a GmbH or GmbH & Co. KG. (a “German Guarantor”) under the laws of the Federal Republic of Germany, the Net Assets of that German Guarantor or, in the case of a GmbH & Co. KG, its general partner would fall below the registered share capital (Stammkapital) of the German Guarantor or, in the case of a GmbH & Co. KG, of the general partner or, if the Net Assets of the German Guarantor or, in the case of a GmbH & Co. KG, of the general partner are already below the registered share capital of the German Guarantor or, in the case of a GmbH & Co. KG, of the general partner, such amount would be further reduced, and thereby violate the capital maintenance requirement as set out in Sections 30 et. seq. GmbHG (Gesetz betreffend die Gesellschaften mit beschraenkter Haftung).
German Guarantors. (a) Each of the Finance Parties agrees not to enforce the guarantee granted under this Agreement against any Guarantor irrespective of whether the relevant Guarantor is at the time of enforcement incorporated as
German Guarantors. (a) To the extent that any obligation under this deed, in particular (but not exclusively) the guarantee and/or the indemnity created under clause 7 is undertaken and/or granted by a German Guarantor (a German Guarantee) and the German Guarantee guarantees to a Lender amounts, or creates obligations to a Lender (the Relevant Lender) for amounts which are owed by direct or indirect shareholders of the German Guarantor or affiliated companies of such shareholders (with the exception of affiliated companies which are also direct subsidiaries of the German Guarantor), the German Guarantee to the Relevant Lender shall be subject to certain limitations as set out in clause 8(b). In relation to any other amounts guaranteed, the German Guarantee remains unlimited.
German Guarantors. (a) To the extent that the guarantee and indemnity contained in clause 22.2 and clause 22.4 is granted by a German Guarantor (the German Guarantee and Indemnity) and that German Guarantee and Indemnity guarantees or indemnifies amounts which are owed by direct or indirect shareholders of the German Guarantor or affiliated companies of such shareholders (with the exception of affiliated companies which are also affiliated companies of the German Guarantor), the German Guarantee and Indemnity shall be subject to certain limitations as set out in paragraph (b) below. In relation to any other amounts guaranteed and/or indemnified, the German Guarantee and Indemnity remains unlimited.
German Guarantors. (a) the liability of a Guarantor under this Clause must not exceed the maximum amount able to be provided by that Guarantor having regard to generally applicable laws in its jurisdiction of incorporation; and
