Common use of German Guarantors Clause in Contracts

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. (b) To the extent that a demand under this deed is made by a Relevant Lender upon a German Guarantor in respect of amounts in relation to which the conditions pursuant to clause 8(a) are fulfilled, the relevant German Guarantor’s liability shall be limited, in respect of that demand only: (1) if the value of that German Guarantor’s Net Assets is greater than its stated share capital at the time of the demand, to that amount such that after payment of that amount the value of the German Guarantor’s Net Assets is not less than its stated share capital (Stammkapital); or (2) if the value of its Net Assets is lower than its stated share capital at the time of the demand, to nil, for the purpose of not affecting its assets which are required for the obligatory preservation of its stated share capital according to §§ 30, 31 German GmbH-Act (GmbH-Gesetz). (c) In this clause 8, Net Assets (Nettovermögen) means the sum of the German Guarantor’s assets pursuant to Section 266 para. 2 A, B and C of the German Commercial Code (Handelsgesetzbuch), less the sum of the German Guarantor’s liabilities pursuant to Section 266, paragraphs 3 B, C (but disregarding, for the avoidance of doubt, the obligations under clause 7 of this deed) D and E of the German Commercial Code (Handelsgesetzbuch) each as shown in a balance sheet as of the date on which the enforcement of the German Guarantee is sought (Stichtagsbilanz) whereby the balance sheet shall be adjusted as set out under clause 8(d). (d) For the purposes of calculating the Net Assets, the following balance sheet items shall be adjusted as follows: (1) loans provided to the German Guarantor shall be disregarded, if and to the extent such loans have been made available, directly or indirectly to the German Guarantor from funds made available by the Relevant Lender; (2) the amount of any increase of the stated share capital (Stammkapital) of the German Guarantor registered after the date of such German Guarantor becoming a party to this deed without the prior written consent of the Relevant Lender shall be deducted from the relevant stated share capital; (3) loans provided to the German Guarantor by any of its affiliated entities shall be disregarded if and to the extent such loans are subordinated, or are considered subordinated pursuant to Section 39, paragraph 1, number 5 German Insolvency Act (InsO); and (4) loans and other liabilities incurred in violation of the provisions of the Transaction Documents shall be disregarded. (e) This clause 8 shall apply mutatis mutandis if the German Guarantee is granted by a Guarantor incorporated in Germany as a limited liability partnership (GmbH & Co. KG) in relation to the limited liability company as general partner (Komplementär) of such Guarantor and also if the German Guarantee is granted by a Guarantor incorporated in Germany as an open trading company (Offene Handelsgesellschaft) in relation to a limited liability company as shareholder (Komplementär) of such Guarantor.

German Guarantors. (a) To the extent that any obligation under this deed, in particular (but not exclusively) the guarantee and/or the and indemnity created under contained in clause 7 22.2 and clause 22.4 is undertaken and/or granted by a German Guarantor (a German Guarantee) and the German Guarantee and Indemnity) and that German Guarantee and Indemnity guarantees to a Lender amounts, or creates obligations to a Lender (the Relevant Lender) for 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 direct subsidiaries affiliated companies of the German Guarantor), the German Guarantee to the Relevant Lender and Indemnity shall be subject to certain limitations as set out in clause 8(b)paragraph (b) below. In relation to any other amounts guaranteedguaranteed and/or indemnified, the German Guarantee and Indemnity remains unlimited. (b) To the extent that a the demand under this deed is made by a Relevant Lender upon the German Guarantee and Indemnity against a German Guarantor is made in respect of amounts in relation to which the conditions pursuant to clause 8(aparagraph (a) are fulfilled, the relevant German Guarantor’s liability shall be limited, in respect of that demand onlylimited as follows: (1i) if the value of German Guarantee and Indemnity shall not be enforceable to the extent that the German Guarantor’s Net Assets Guarantor is greater than its stated share capital at able to demonstrate that such enforcement has the time of the demand, to that amount such that after payment of that amount the value of effect of: (A) reducing the German Guarantor’s net assets (Nettovermögen) (the Net Assets is not Assets) to an amount less than its stated share capital (Stammkapital); or (2B) (if the value of its Net Assets is are already lower than its stated share capital at the time of the demandcapital) causing such amount to be further reduced, to nil, for the purpose of not affecting and thereby affects its assets which are required for the obligatory preservation of its stated share capital according to §§ 30, 31 German GmbH-Act (GmbH-Gesetz). (c) In this clause 8, Net Assets (Nettovermögen) means the sum of the German Guarantor’s assets pursuant to Section 266 para. 2 A, B and C of the German Commercial Code (Handelsgesetzbuch), less the sum of the German Guarantor’s liabilities pursuant to Section 266, paragraphs 3 B, C (but disregarding, for the avoidance of doubt, the obligations under clause 7 of this deed) D and E of the German Commercial Code (Handelsgesetzbuch) each as shown in a balance sheet as of the date on which the enforcement of the German Guarantee is sought (Stichtagsbilanz) whereby the balance sheet shall be adjusted as set out under clause 8(d). (d) For the purposes of calculating the Net Assets, the following balance sheet items shall be adjusted as follows: (1) loans provided to the German Guarantor shall be disregarded, if and to the extent such loans have been made available, directly or indirectly to the German Guarantor from funds made available by the Relevant Lender; (2) the amount of any increase of the stated share capital (Stammkapital) of the German Guarantor registered after the date of such German Guarantor becoming a party to this deed without the prior written consent of the Relevant Lender shall be deducted from the relevant stated share capital; (3) loans provided to the German Guarantor by any of its affiliated entities shall be disregarded if and to the extent such loans are subordinated, or are considered subordinated pursuant to Section 39, paragraph 1, number 5 German Insolvency Act (InsO); and (4) loans and other liabilities incurred in violation of the provisions of the Transaction Documents shall be disregarded. (e) This clause 8 22.19 shall apply mutatis mutandis if the German Guarantee and Indemnity is granted by a Guarantor incorporated in Germany as a limited liability partnership (GmbH & Co. KG) in relation to the limited liability company as general partner (Komplementär) of such Guarantor and also if the German Guarantee is granted by a Guarantor incorporated in Germany as an open trading company (Offene Handelsgesellschaft) in relation to a limited liability company as shareholder (Komplementär) of such Guarantor.

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: (ai) To to the extent that the Guaranty and/or any obligation other joint and several liability or indemnity under this deed, in particular (but not exclusively) the guarantee and/or the indemnity created under clause 7 Agreement or any other Loan Document is undertaken and/or granted by a German Guarantor (a the “German GuaranteeGuaranty”) and the German Guarantee Guaranty of such German Guarantor guarantees to a Lender amounts, or creates obligations to a Lender : (the Relevant LenderA) for amounts which are owed by direct or indirect shareholders of the such German Guarantor or affiliated companies Subsidiaries of such shareholders (with the exception of affiliated companies Subsidiaries which are also direct wholly owned subsidiaries of the such German Guarantor); and (B) such amounts do not correspond to funds that have been borrowed under this Agreement and have been on-lent to, or otherwise been passed on to, such German Guarantor or any of its Subsidiaries, then the German Guarantee to the Relevant Lender Guaranty of such German Guarantor shall be subject to certain limitations as set out in clause 8(b)(ii) below. In relation to any other amounts guaranteed, the German Guarantee Guaranty of such German Guarantor remains unlimited. (bii) To to the extent that a the demand under this deed the German Guaranty against such German Guarantor is made by a Relevant Lender upon a German Guarantor in respect of amounts in relation to which the conditions pursuant to clause 8(a(i) are fulfilled, the relevant such German Guarantor’s liability shall be limited, in respect of that demand only: (1) if the value of that German Guarantor’s Net Assets is greater than its stated share capital at the time of the demand, to that amount such that after payment of that amount the value of the German Guarantor’s Net Assets is not less than its stated share capital (Stammkapital); or (2) if the value of its Net Assets is lower than its stated share capital at the time of the demand, to nil, for the purpose of not affecting its assets which are required for the obligatory preservation of its stated share capital according to §§ 30, 31 German GmbH-Act (GmbH-Gesetz). (c) In this clause 8, Net Assets (Nettovermögen) means the sum of the German Guarantor’s assets pursuant to Section 266 para. 2 A, B and C of the German Commercial Code (Handelsgesetzbuch), less the sum of the German Guarantor’s liabilities pursuant to Section 266, paragraphs 3 B, C (but disregarding, for the avoidance of doubt, the obligations under clause 7 of this deed) D and E of the German Commercial Code (Handelsgesetzbuch) each as shown in a balance sheet as of the date on which the enforcement of the German Guarantee is sought (Stichtagsbilanz) whereby the balance sheet shall be adjusted as set out under clause 8(d). (d) For the purposes of calculating the Net Assets, the following balance sheet items shall be adjusted limited as follows: (1A) loans provided Subject to clauses (B) and (C) below, the Administrative Agent shall not be entitled to enforce the German Guarantor shall be disregarded, if and to the extent such loans have been made available, directly or indirectly to the German Guarantor from funds made available by the Relevant Lender; (2) the amount of any increase of the stated share capital (Stammkapital) of the German Guarantor registered after the date Guaranty of such German Guarantor becoming a party to this deed without the prior written consent of the Relevant Lender shall be deducted from the relevant stated share capital; (3) loans provided to the German Guarantor by any of its affiliated entities shall be disregarded if and to the extent that such loans are subordinated, or are considered subordinated pursuant German Guarantor is able to Section 39, paragraph 1, number 5 German Insolvency Act (InsO); and (4) loans and other liabilities incurred in violation of demonstrate that such enforcement has the provisions of the Transaction Documents shall be disregarded. (e) This clause 8 shall apply mutatis mutandis if the German Guarantee is granted by a Guarantor incorporated in Germany as a limited liability partnership (GmbH & Co. KG) in relation to the limited liability company as general partner (Komplementär) of such Guarantor and also if the German Guarantee is granted by a Guarantor incorporated in Germany as an open trading company (Offene Handelsgesellschaft) in relation to a limited liability company as shareholder (Komplementär) of such Guarantor.effect of:

German Guarantors. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts or Treasury Management Agreements: (ai) To to the extent that the Guaranty and/or any obligation other joint and several liability or indemnity under this deed, in particular (but not exclusively) the guarantee and/or the indemnity created under clause 7 Agreement or any other Loan Document is undertaken and/or granted by a German Guarantor (a the “German GuaranteeGuaranty”) and the German Guarantee Guaranty of such German Guarantor guarantees to a Lender amounts, or creates obligations to a Lender : (the Relevant LenderA) for amounts which are owed by direct or indirect shareholders of the such German Guarantor or affiliated companies Subsidiaries of such shareholders (with the exception of affiliated companies Subsidiaries which are also direct wholly owned subsidiaries of the such German Guarantor); and (B) such amounts do not correspond to funds that have been borrowed under this Agreement and have been on-lent to, or otherwise been passed on to, such German Guarantor or any of its Subsidiaries, then the German Guarantee to the Relevant Lender Guaranty of such German Guarantor shall be subject to certain limitations as set out in clause 8(b)(ii) below. In relation to any other amounts guaranteed, the German Guarantee Guaranty of such German Guarantor remains unlimited. (bii) To to the extent that a the demand under this deed the German Guaranty against such German Guarantor is made by a Relevant Lender upon a German Guarantor in respect of amounts in relation to which the conditions pursuant to clause 8(aparagraph (i) are fulfilled, the relevant such German Guarantor’s liability shall be limited, in respect of that demand only: (1) if the value of that German Guarantor’s Net Assets is greater than its stated share capital at the time of the demand, to that amount such that after payment of that amount the value of the German Guarantor’s Net Assets is not less than its stated share capital (Stammkapital); or (2) if the value of its Net Assets is lower than its stated share capital at the time of the demand, to nil, for the purpose of not affecting its assets which are required for the obligatory preservation of its stated share capital according to §§ 30, 31 German GmbH-Act (GmbH-Gesetz). (c) In this clause 8, Net Assets (Nettovermögen) means the sum of the German Guarantor’s assets pursuant to Section 266 para. 2 A, B and C of the German Commercial Code (Handelsgesetzbuch), less the sum of the German Guarantor’s liabilities pursuant to Section 266, paragraphs 3 B, C (but disregarding, for the avoidance of doubt, the obligations under clause 7 of this deed) D and E of the German Commercial Code (Handelsgesetzbuch) each as shown in a balance sheet as of the date on which the enforcement of the German Guarantee is sought (Stichtagsbilanz) whereby the balance sheet shall be adjusted as set out under clause 8(d). (d) For the purposes of calculating the Net Assets, the following balance sheet items shall be adjusted limited as follows: (1A) loans provided Subject to clauses (B) and (C) below, the Administrative Agent shall not be entitled to enforce the German Guarantor shall be disregarded, if and to the extent such loans have been made available, directly or indirectly to the German Guarantor from funds made available by the Relevant Lender; (2) the amount of any increase of the stated share capital (Stammkapital) of the German Guarantor registered after the date Guaranty of such German Guarantor becoming a party to this deed without the prior written consent of the Relevant Lender shall be deducted from the relevant stated share capital; (3) loans provided to the German Guarantor by any of its affiliated entities shall be disregarded if and to the extent that such loans are subordinated, or are considered subordinated pursuant German Guarantor is able to Section 39, paragraph 1, number 5 German Insolvency Act (InsO); and (4) loans and other liabilities incurred in violation of demonstrate that such enforcement has the provisions of the Transaction Documents shall be disregarded. (e) This clause 8 shall apply mutatis mutandis if the German Guarantee is granted by a Guarantor incorporated in Germany as a limited liability partnership (GmbH & Co. KG) in relation to the limited liability company as general partner (Komplementär) of such Guarantor and also if the German Guarantee is granted by a Guarantor incorporated in Germany as an open trading company (Offene Handelsgesellschaft) in relation to a limited liability company as shareholder (Komplementär) of such Guarantor.effect of: