German Limitation Language Clause Samples

German Limitation Language. (i) Notwithstanding anything to the contrary in this Agreement or any other Credit Document, if and to the extent that any managing director (Geschäftsführer) of a German Security Provider (or, in case of a GmbH & Co. KG, of its general partner) demonstrates in writing to the Administrative Agent by way of providing a certificate accompanied with background information satisfactory to the Administrative Agent acting reasonably that payment under a Cross- and Upstream Liability Obligation were to cause personal liability of such managing director based on mandatory restrictions imposed by German law relating to up-stream and cross-stream guarantees and/or collateral and/or payment, the Administrative Agent shall only be entitled to demand payment under the Cross- and Upstream Liability Obligation from the relevant German Security Provider up to the amount at which no such personal liability (as demonstrated by the managing director) would occur. In the event that the Administrative Agent is so restricted in demanding payment pursuant to this section, the relevant German Security Provider shall take all reasonable measures to mitigate the effect of such limitation and inform the Administrative Agent of any such measures accordingly. The German Security Provider shall at any time, upon the Administrative Agent’s reasonable request, provide the Administrative Agent with further and updated evidence showing whether and to which extent its financial condition has improved. The Administrative Agent shall at all times remain entitled acting reasonably to make further demands under the Cross- and Upstream Liability Obligation as and when the financial condition of the relevant German Security Provider improves. The Foreign Secured Parties hereby authorize the Administrative Agent to rely on the information provided by the relevant German Security Provider. (ii) Any evidence relating to financial information delivered by the relevant German Security Provider in connection with clause (i) above shall be prepared in accordance with the provisions of the German Commercial Code (Handelsgesetzbuch, “HGB”) consistently applied by the relevant German Security Provider (or in case of a GmbH & Co. KG, by its general partner) in preparing its unconsolidated balance sheets (Jahresabschluss) according to Section 42 of the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung), Sections 242, 264 HGB in the previous years, save that...

German Limitation Language. (a) The restrictions in this Section 10.08 shall apply to the Guaranty granted by a Foreign Guarantor incorporated under the laws of the Federal Republic of Germany as a limited liability company (“GmbH”) (a “German Guarantor”) to secure liabilities of its direct or indirect shareholder(s) (upstream) or an entity affiliated with such shareholder (verbundenes Unternehmen) within the meaning of section 15 of the German Stock Corporation Act (Aktiengesetz) (cross-stream) (excluding, for clarification purposes any direct or indirect Subsidiary of such Guarantor). (b) The restrictions in this Section 10.08 shall not apply to the extent the German Guarantor secures any Guaranteed Foreign Obligations in respect of (i) loans to the extent they are on-lent to the relevant German Guarantor or its Subsidiaries and such amount on-lent is not repaid or (ii) bank guarantees, letters of credit or any other financial or monetary instrument issued for the benefit of any of the creditors of the German Guarantor or the German Guarantor’s Subsidiaries.

German Limitation Language. (a) This Section 4.19 shall apply to all obligors which are or shall become party to the Agreement that are either (i) incorporated under the laws of Germany as a limited liability company (GmbH) or (ii) organized under the laws of Germany as a limited partnership with a limited liability company as its managing partner (GmbH & Co. KG) (each a “German Obligor”). The Agent agrees, other

German Limitation Language. Section XXIV of the Subsidiary Guaranty is hereby incorporated herein by reference, mutatis mutandis. (see attached) 1. CB&I Cojafex, B.V.

German Limitation Language. (a) If a Guarantor is established as a limited liability company (Gesellschaft mit beschränkter Haftung (GmbH)) or a limited partnership (GmbH & Co. KG) with a limited liability company (GmbH) as personally liable partner (persönlich haftender Gesellschafter) (“PLP”) in Germany and guarantees obligations or liabilities (including guarantees, letters of credit or similar instruments) of any of its affiliated companies (verbundene Unternehmen) within the meaning of section 15ff. German Stock Corporation Act (Aktiengesetz) that is not a direct or indirect subsidiary of the Guarantor or its PLP, the Loan Parties agree to enforce the Guaranty against the relevant Guarantor or its PLP only to the extent that the enforcement of this Guaranty will not: (i) result in a negative balance (Unterbilanz) for the Guarantor or its PLP, thus reducing the Net Assets (Reinvermögen) of the Guarantor or its PLP to an amount less than its registered share capital (Stammkapital), or (ii) if the Net Assets of the Guarantor or its PLP were already less than the registered share capital, result in its Net Assets (Reinvermögen) being further reduced (Vertiefung einer Unterbilanz), and thus constitutes a violation of the German capital maintenance rules pursuant to sections 30 and 31 German Limited Liability Companies Act (GmbHG). (b) For the purposes of Section 12.27 “Net Assets” (Reinvermögen) means the assets calculated on the basis of the balance sheet items listed in sections 266 para. 2 A, B (in deviation from section 272 para. 1 German Commercial Code (HGB) including not yet called outstanding contributions (nicht eingeforderte ausstehende Einlagen)), C, D and E German Commercial Code (HGB) (including any valuable (werthaltiger) receivable for compensation of losses (Verlustausgleichsanspruch), provided 128498985v11 not taken into account anyway in one of the above balance sheet items) less all liabilities listed in section 266 para. 3 B, C, D and E German Commercial Code (HGB) (but without taking reserves and liabilities in connection with the Guaranty into account) and less such amounts being subject to a distribution barrier (Ausschüttungssperre) pursuant to section 268 para. 8 German Commercial Code (HGB), or pursuant to section 253 para. 6 German Commercial Code (HGB) or pursuant to section 272 para. 5 German Commercial Code (HGB), the following balance sheet items in any event to be disregarded:

German Limitation Language. (a) The Collateral Agent shall not enforce any Guarantee created under this Supplemental Indenture granted by a Guarantor incorporated in Germany (a “German Guarantee”) in the form of a limited liability company (GmbH) or established in Germany as a partnership with limited liability with a German limited liability company as general partner (GmbH & Co. KG) (a “GmbH & Co. KG”) (a “German Guarantor”) if and to the extent that: (i) the German Guarantee guarantees obligations or liabilities of a Person that is not a direct or indirect subsidiary of that German Guarantor but is an affiliated company (verbundenes Unternehmen) of such German Guarantor within the meaning of Section 15 of the German Stock Corporation Act (Aktiengesetz) (an “Up-Stream or Cross-Stream Guarantee”); and (ii) the German Guarantor demonstrates pursuant to Section 4(b) below that enforcement would reduce the net assets (Reinvermögen) (calculated in accordance with the accounting principles as consistently applied and the jurisprudence from time to time of the German Federal Supreme Court (Bundesgerichtshof) relating to the protection of liable capital under Sections 30 and 31 GmbHG (as amended from time to time), which calculation shall include all items set forth in Sections 266(2) A, B, C, D and E of the German Commercial Code (Handelsgesetzbuch)) less the German Guarantor's, or, in case of a GmbH & Co. KG, its general partner’s liabilities (the calculation of which shall include all items set forth in Sections 266(3) B (but disregarding any accruals (Rückstellungen) in respect of a potential enforcement of the Collateral), C, D and E of the German Commercial Code but shall, for the avoidance of doubt, exclude the guarantee liabilities under this Supplemental Indenture) (the “Net Assets”) of that German Guarantor (or, in the case of a GmbH & Co. KG, its general partner) to an amount which is less than the amount required to maintain its stated share capital (Stammkapital); or increase an existing shortage of its (or, in the case of a GmbH & Co. KG, its general partner's) stated share capital (a “Capital Impairment”), provided that, for the purposes of the calculation of the enforceable amount (if any): (A) (the amount of any increase of the stated share capital of that German Guarantor (or, in the case of a GmbH & Co. KG, of its general partner) after the date hereof (or, as the case may be, after the date on which it becomes a Guarantor under the Indenture) shall be deducted from the ...

German Limitation Language. 11.16.1 The restrictions in this Section 11.16 shall apply to any Obligation of any Loan Party (i) incorporated in Germany as a limited liability company (GmbH) (each a “German Guarantor”) (ii) or organized as a limited partnership under the laws of the Federal Republic of Germany with a GmbH as its general partner (GmbH & Co. KG), in each case resulting from such Loan Party’s liability for Obligations owed by a direct or indirect shareholder of such Loan Party or any Subsidiary of such shareholder (with the exception of Subsidiaries which are also Subsidiaries of the respective Loan Party) (collectively, the “Cross Liability Obligations”). In relation to any other amounts guaranteed, the guarantee of the respective Loan Party remains unlimited. 11.16.2 The restrictions in this Section 11.16 shall not apply to the extent the Cross Liability Obligation is owed in respect of (i) loans to the extent they are on-lent to a German Guarantor or any of its direct or indirect Subsidiaries and such amount is not repaid or (ii) bank guarantees, letters of credit or any other financial or monetary instrument issued for the benefit of any of the creditors of a German Guarantor or any of its direct or indirect Subsidiaries.