Common use of Guarantee Limitations Clause in Contracts

Guarantee Limitations. (a) The restrictions in this Section 13.9 shall apply to any guarantee and indemnity granted by a German Guarantor existing under the laws of Germany as a limited liability company (“GmbH”) that guarantee or secure liabilities of its direct or indirect shareholder(s) (upstream) or a Subsidiary of such shareholder cross-stream, excluding any direct or indirect Subsidiary of such German Guarantor (hereinafter a “Guarantee”). (b) The restrictions in this Section 13.9 shall not apply: (i) to the extent the German Guarantor secures any indebtedness under any Loan Documents in respect of (A) loans to the extent they are on-lent or otherwise (directly or indirectly) passed on to the relevant German Guarantor or its Subsidiaries and such amount on-lent or otherwise passed on is still outstanding or (B) bank guarantees or letters of credit that are issued for the benefit of any of the creditors of the German Guarantor or the German Guarantor’s direct or indirect Subsidiaries; (ii) if, at the time of enforcement of the Guarantee a domination and/or profit and loss pooling agreement (Beherrschungs-und/oder Gewinnabführungsvertrag) (either directly or indirectly through an unbroken chain of domination and/or profit transfer agreements) exists (besteht) between the relevant German Guarantor as a dominated company and (A) in case that German Guarantor is a Subsidiary of the relevant affiliate whose obligations are secured by the relevant Guarantee, that affiliate; or (B) in case the German Guarantor and the relevant affiliate whose obligations are secured by the relevant Guarantee are both Subsidiaries of a joint (direct or indirect) affiliate, such affiliate as dominating entity (beherrschendes Unternehmen); (iii) to the extent any payment under the Guarantee demanded by any Secured Party from the relevant German Guarantor is covered (gedeckt) by means of a fully valuable and recoverable consideration or recourse claim (Gegenleistungs- oder Rückgewähranspruch) of the German Guarantor against the affiliate whose obligations are guaranteed or secured by the relevant Guarantee; or (iv) if the relevant German Guarantor has not complied with its obligations pursuant to Sections 13.9.2 and 13.9.4 below.

Guarantee Limitations. (a) The restrictions in this Section 13.9 shall apply to any To the extent that the guarantee and indemnity created hereunder is granted by a German Guarantor existing under the laws of incorporated in Germany as a limited liability company (Gesellschaft mit beschränkter Haftung) (each a “GmbHGerman GmbH Guarantor”) that guarantee or secure liabilities of its direct or indirect shareholder(sestablished in Germany as a limited partnership (Kommanditgesellschaft) with a limited liability company (upstreamGesellschaft mit beschränkter Haftung) or as general partner (a Subsidiary of such shareholder cross-stream“German GmbH & Co. KG Guarantor” and, excluding together with any direct or indirect Subsidiary German GmbH Guarantor hereinafter referred to as a “German Guarantor”) and secures debt other than debt of such German Guarantor itself or any of its subsidiaries, the following shall apply: (hereinafter i) each German Guarantor guarantees the payment of all and any amounts which correspond to funds that have been borrowed under this Agreement and have been on-lent to, or otherwise passed on to, the relevant German Guarantor or any of its subsidiaries, to the extent that any such amount is still outstanding at the time the relevant demand is made against such German Guarantor; and (ii) each German Guarantor further guarantees the payment of any amount in excess of the amounts payable by the relevant German Guarantor pursuant to paragraph (a)(i) of this Section 9.12, its relevant liability is however limited as follows: (A) each Secured Party shall not be entitled to enforce the guarantee in an amount exceeding the amounts payable under paragraph (a)(i) of this Section 9.12 to the extent that the German Guarantor is able to demonstrate that the further enforcement of the guarantee exceeding the amounts payable under paragraph (a)(i) of this Section 9.12 has the effect of: (1) reducing the relevant German Guarantor’s or, where the German Guarantor is a German GmbH & Co. KG Guarantor, its general partner’s net assets (Nettovermögen) (the “GuaranteeNet Assets”) to an amount less than its or, where the German Guarantor is a German GmbH & Co. KG Guarantor, its general partner’s stated share capital (Stammkapital); or (2) (if the Net Assets are already an amount less than the stated share capital) causing such amount to be further reduced, and thereby affecting the assets required for the obligatory preservation of its stated share capital according to §§ 30, 31 German GmbH-Act (GmbH-Gesetz) (the “GmbH-Act”). (bB) The restrictions value of the Net Assets shall be determined in accordance with GAAP consistently applied by the German Guarantor in preparing its unconsolidated balance sheets (Jahresabschluss according to § 42 GmbH-Act, §§ 242, 264 of the German Commercial Code (HGB)) in the previous years subject to applicable law, save that: (1) the amount of any increase of the stated share capital (Stammkapital) of the German Guarantor or, where the German Guarantor is a German GmbH & Co. KG Guarantor, its general partner, registered after the date of this Agreement without the prior written consent of the Administrative Agent shall be deducted from the relevant stated share capital; and (2) loans and other liabilities incurred in violation of the provisions of this Agreement shall be disregarded. (C) The limitations set out in paragraph (a)(ii) of this Section 9.12 shall only apply if and to the extent that within fifteen (15) Business Days following the demand against the relevant German Guarantor under the guarantee by the Administrative Agent, the managing director(s) on behalf of such German Guarantor have confirmed in writing to the Administrative Agent (x) to what extent the guarantee is an up-stream or cross-stream guarantee and (y) which amount of such cross-stream and/or upstream guarantee cannot be enforced (only if exceeding the amounts payable under paragraph (a)(i) of this Section 9.12) as it would cause the Net Assets of such Guarantor or, where the German Guarantor is a German GmbH & Co. KG Guarantor, its general partner to fall below its stated share capital (Stammkapital) or, if the Net Assets are already less than the stated share capital (Stammkapital) of such German Guarantor or, where the German Guarantor is a German GmbH & Co. KG Guarantor, its general partner, would cause such amount to be further reduced (the “Management Determination”). (D) If the Administrative Agent disagrees with the Management Determination, the Administrative Agent shall be entitled to enforce the guarantee up to an amount exceeding the amounts payable under paragraph (a)(i) of this Section 9.12 which is undisputed between itself and the relevant German Guarantor in accordance with the provisions of paragraph (a)(i) of this Section 9.12. In relation to the amount which is disputed, the Administrative Agent and such German Guarantor shall within 35 calendar days (or such longer period as has been agreed between the Company and the Administrative Agent for such purpose) from the date the Administrative Agent has contested the Management Determination request a determination by auditors of international standing and reputation of the amount of the available Net Assets (the “Auditor’s Determination”). The amount determined as the available Net Assets in the Auditor’s Determination shall be (except for manifest error) binding for all parties. The costs of the Auditor’s Determination shall be borne by the Company. (E) The limitation set out in paragraph (a)(ii) of this Section 9.12 shall not apply if (x) the German Guarantor and/or, where the German Guarantor is a German GmbH & Co. KG Guarantor, its general partner has filed for insolvency or temporary insolvency proceedings have been commenced and/or (y) the Management Determination is not delivered within the time limit set out in this Section 13.9 shall not apply: 9.12. (iF) If: (1) and to the extent the German Guarantor secures any indebtedness under any Loan Documents in respect of (A) loans guarantee is enforced without regard to the extent they are on-lent or otherwise limitation set forth in paragraph (directly or indirectlya)(ii) passed on of this Section 9.12 because the Management Determination was not delivered within the relevant time frame; or (2) the amount of the available Net Assets pursuant to the Auditor’s Determination is lower than the amount stated in the Management Determination, the Lenders shall repay to the relevant German Guarantor or upon demand of the relevant German Guarantor the amount exceeding any amount to be paid under paragraph (a)(i) of this Section 9.12 if and to the extent already paid to the Lenders which is necessary to maintain its Subsidiaries stated share capital (Stammkapital), calculated as of the date the demand under the guarantee was made and in accordance with paragraphs (a)(ii) of this Section 9.12, provided such demand is in written form addressed to the Administrative Agent on behalf of the Lenders and is submitted within six months (Ausschlussfrist) after the date the guarantee is enforced without regard to the limitation set forth in paragraph (a)(ii)(A) of this Section 9.12. If pursuant to the Auditor’s Determination the amount of the available Net Assets is higher than set out in the Management Determination the relevant German Guarantor shall pay such amount onto the extent not already paid to the Lenders within five (5) Business Days after receipt of the Auditor’s Determination. (G) If the German Guarantor intends to demonstrate that the enforcement of the guarantee in an amount exceeding any amount to be paid under paragraph (a)(i) of this Section 9.12 has led to one of the effects referred to in paragraph (a)(ii) of this Section 9.12, then the German Guarantor and, where the German Guarantor is a German GmbH & Co. KG Guarantor, also its general partner shall realize at market value any and all of its assets that are shown in its balance sheet with a book value (Buchwert) that is in the opinion of the Administrative Agent significantly lower than their market value if such assets are not necessary for the relevant German Guarantor’s or, where the German Guarantor is a German GmbH & Co. KG Guarantor, its general partner’s business (nicht betriebsnotwendig), to the extent necessary to satisfy the amounts requested under this paragraph (a)(ii). (H) The limitation set out in paragraph (a)(ii) of this Section 9.12 does not affect the right of the Lenders to claim again any outstanding amount at a later point in time if and to the extent that paragraph (a)(ii) of this Section 9.12 would allow this at that later point. (iii) Notwithstanding the foregoing the Administrative Agent and the Lenders waive their rights to enforce the guarantee as set out below to the extent that and as long as such enforcement would be in violation of the prohibition of an intervention threatening the existence of that German Guarantor (Verstoß gegen das Verbot des existenzvernichtenden Eingriffs). The limitation and waiver of enforcement of the guarantee set out in sub-lent or otherwise passed paragraph (iii) of this Section 9.12 shall only apply: (A) if and to the extent that within 15 Business Days following the demand against the relevant German Guarantor under the guarantee by the Administrative Agent, the managing directors on is still outstanding or behalf of such German Guarantor have confirmed and proved in writing to the Administrative Agent to what extent the guarantee cannot be enforced as it would cause a violation of the prohibition of an intervention threatening the existence of that German Guarantor (Verstoßgegen das Verbot des existenzvernichtenden Eingriffs), (the “Management Determination of an Intervention Threatening the Existence of the German Guarantor”); and (B) bank guarantees or letters if the Administrative Agent disagrees with the Management Determination of credit that are issued for an Intervention Threatening the benefit of any of the creditors Existence of the German Guarantor the proceedings set out in paragraph (a)(ii)(D) of this Section 9.12 shall apply mutatis mutandis. This sub-paragraph (iii) shall apply mutatis mutandis if the guarantee is granted by a Guarantor incorporated as a limited liability partnership (GmbH & Co. KG) and secures debt other than debt of such Guarantor itself or any of its Subsidiaries. (iv) If the law is changed to the effect that Sections 30 German GmbH-Act is not applicable when a domination agreement (Beherrschungsvertrag) or a profit and loss pooling (Ergebnisabführungsvertrag) between the relevant German Guarantor and a borrower/guarantor (the Relevant Borrower/Guarantor) exists (directly, or indirectly through a chain of domination or profit and loss pooling agreements between the Relevant Borrower and its subsidiaries and the German Guarantor) then the limitations provided for in this Section 11.12 shall no longer apply to the extent that the Guarantee covers the obligations of the Relevant Borrower/Guarantor. (b) For the avoidance of doubt, nothing in this Agreement shall be interpreted as a restriction or limitation of (i) the enforcement of the guarantee to the extent such guarantee covers obligations owed by any of the respective German Guarantor’s direct or indirect Subsidiaries; subsidiaries or (ii) if, at the time of enforcement of the Guarantee a domination and/or profit and loss pooling agreement (Beherrschungs-und/oder Gewinnabführungsvertrag) (either directly or indirectly through an unbroken chain any claim of domination and/or profit transfer agreements) exists (besteht) between the relevant German Guarantor as a dominated company and (A) in case that German Guarantor is a Subsidiary of the relevant affiliate whose obligations are secured by the relevant Guarantee, that affiliate; or (B) in case the German Guarantor and the relevant affiliate whose obligations are secured by the relevant Guarantee are both Subsidiaries of a joint (direct or indirect) affiliate, such affiliate as dominating entity (beherrschendes Unternehmen); (iii) to the extent any payment under the Guarantee demanded by any Secured Party from the relevant German Guarantor is covered against Borrower (gedecktin such capacity) by means of a fully valuable and recoverable consideration or recourse claim (Gegenleistungs- oder Rückgewähranspruch) of the German Guarantor against the affiliate whose obligations are guaranteed or secured by the relevant Guarantee; or (iv) if the relevant German Guarantor has not complied with its obligations pursuant to Sections 13.9.2 and 13.9.4 belowunder this Agreement.

Guarantee Limitations. (a) The restrictions in this Section 13.9 shall apply to any guarantee and indemnity granted by a German Guarantor existing under the laws of Germany as a limited liability company (“GmbH”) that guarantee or secure liabilities of its direct or indirect shareholder(s) (upstream) or a Subsidiary of such shareholder cross-stream, excluding any direct or indirect Subsidiary of such German Guarantor (hereinafter a “Guarantee”). (b) The restrictions in this Section 13.9 shall not apply: (i) to the extent the German Guarantor secures any indebtedness under any Loan Documents in respect of (A) loans to the extent they are on-lent or otherwise (directly or indirectly) passed on to the relevant German Guarantor or its Subsidiaries and such amount on-lent or otherwise passed on is still outstanding or (B) bank guarantees or letters of credit that are issued for the benefit of any of the creditors of the German Guarantor or the German Guarantor’s direct or indirect Subsidiaries; (ii) if, at the time of enforcement of the Guarantee a domination and/or profit and loss pooling agreement (Beherrschungs-und/oder Gewinnabführungsvertrag) (either directly or indirectly through an unbroken chain of domination and/or profit transfer agreements) exists (besteht) between the relevant German Guarantor as a dominated company and (A) in case that German Guarantor is a Subsidiary of the relevant affiliate whose obligations are secured by the relevant Guarantee, that affiliate; or (B) in case the German Guarantor and the relevant affiliate whose obligations are secured by the relevant Guarantee are both Subsidiaries of a joint (direct or indirect) affiliate, such affiliate as dominating entity (beherrschendes Unternehmen); (iii) to the extent any payment under the Guarantee demanded by any Secured Party from the relevant German Guarantor is covered (gedeckt) by means of a fully valuable and recoverable consideration or recourse claim (Gegenleistungs- Gegenleistungs-oder Rückgewähranspruch) of the German Guarantor against the affiliate whose obligations are guaranteed or secured by the relevant Guarantee; or (iv) if the relevant German Guarantor has not complied with its obligations pursuant to Sections 13.9.2 and 13.9.4 below.

Guarantee Limitations. (a) The restrictions in this Section 13.9 shall apply to any To the extent that the guarantee and indemnity created hereunder is granted by a German Guarantor existing under the laws of incorporated in Germany as a limited liability company (“GmbH”) that guarantee or secure liabilities of its direct or indirect shareholder(sGesellschaftmit beschrnkter Haftung) (upstreameach a German GmbH Guarantor) or established in Germany as a Subsidiary of such shareholder cross-streamlimited partnership (Kommanditgesellschaft) with a limited liability company (Gesellschaft mit beschrnkter Haftung) as general partner (a German GmbH & Co. KG Guarantor and, excluding together with any direct or indirect Subsidiary German GmbH Guarantor hereinafter referred to as a German Guarantor) and secures debt other than debt of such German Guarantor itself or any of its subsidiaries, the following shall apply: (hereinafter i) each German Guarantor guarantees the payment of all and any amounts which correspond to funds that have been borrowed under this Agreement and have been on-lent to, or otherwise passed on to, the relevant German Guarantor or any of its subsidiaries, to the extent that any such amount is still outstanding at the time the relevant demand is made against such German Guarantor; and (ii) each German Guarantor further guarantees the payment of any amount in excess of the amounts payable by the relevant German Guarantor pursuant to paragraph (a)(i) of this Section 9.12, its relevant liability is however limited as follows: (A) each Secured Party shall not be entitled to enforce the guarantee in an amount exceeding the amounts payable under paragraph (a)(i) of this Section 9.12 to the extent that the German Guarantor is able to demonstrate that the further enforcement of the guarantee exceeding the amounts payable under paragraph (a)(i) of this Section 9.12 has the effect of: (1) reducing the relevant German Guarantors or, where the German Guarantor is a “Guarantee”German GmbH & Co. KG Guarantor, its general partners net assets (Nettovermgen) (the Net Assets) to an amount less than its or, where the German Guarantor is a German GmbH & Co. KG Guarantor, its general partners stated share capital (Stammkapital); or (2) (if the Net Assets are already an amount less than the stated share capital) causing such amount to be further reduced, and thereby affecting the assets required for the obligatory preservation of its stated share capital according to 30, 31 German GmbH-Act (GmbH-Gesetz) (the GmbH-Act). (bB) The restrictions value of the Net Assets shall be determined in accordance with GAAP consistently applied by the German Guarantor in preparing its unconsolidated balance sheets (Jahresabschluss according to 42 GmbH-Act, 242, 264 of the German Commercial Code (HGB)) in the previous years subject to applicable law, save that: (1) the amount of any increase of the stated share capital (Stammkapital) of the German Guarantor or, where the German Guarantor is a German GmbH & Co. KG Guarantor, its general partner, registered after the date of this Agreement without the prior written consent of the Administrative Agent shall be deducted from the relevant stated share capital; and (2) loans and other liabilities incurred in violation of the provisions of this Agreement shall be disregarded. (C) The limitations set out in paragraph (a)(ii) of this Section 9.12 shall only apply if and to the extent that within fifteen (15) Business Days following the demand against the relevant German Guarantor under the guarantee by the Administrative Agent, the managing director(s) on behalf of such German Guarantor have confirmed in writing to the Administrative Agent (x) to what extent the guarantee is an up-stream or cross-stream guarantee and (y) which amount of such cross-stream and/or upstream guarantee cannot be enforced (only if exceeding the amounts payable under paragraph (a)(i) of this Section 9.12) as it would cause the Net Assets of such Guarantor or, where the German Guarantor is a German GmbH & Co. KG Guarantor, its general partner to fall below its stated share capital (Stammkapital) or, if the Net Assets are already less than the stated share capital (Stammkapital) of such German Guarantor or, where the German Guarantor is a German GmbH & Co. KG Guarantor, its general partner, would cause such amount to be further reduced (the Management Determination). (D) If the Administrative Agent disagrees with the Management Determination, the Administrative Agent shall be entitled to enforce the guarantee up to an amount exceeding the amounts payable under paragraph (a)(i) of this Section 9.12 which is undisputed between itself and the relevant German Guarantor in accordance with the provisions of paragraph (a)(i) of this Section 9.12. In relation to the amount which is disputed, the Administrative Agent and such German Guarantor shall within 35 calendar days (or such longer period as has been agreed between the Company and the Administrative Agent for such purpose) from the date the Administrative Agent has contested the Management Determination request a determination by auditors of international standing and reputation of the amount of the available Net Assets (the Auditors Determination). The amount determined as the available Net Assets in the Auditors Determination shall be (except for manifest error) binding for all parties. The costs of the Auditors Determination shall be borne by the Company. (E) The limitation set out in paragraph (a)[(ii)] of this Section 9.12 shall not apply if (x) the German Guarantor and/or, where the German Guarantor is a German GmbH & Co. KG Guarantor, its general partner has filed for insolvency or temporary insolvency proceedings have been commenced and/or (y) the Management Determination is not delivered within the time limit set out in this Section 13.9 shall not apply: 9.12. (iF) If: (1) and to the extent the German Guarantor secures any indebtedness under any Loan Documents in respect of (A) loans guarantee is enforced without regard to the extent they are on-lent or otherwise limitation set forth in paragraph (directly or indirectlya)(ii) passed on of this Section 9.12 because the Management Determination was not delivered within the relevant time frame; or (2) the amount of the available Net Assets pursuant to the Auditors Determination is lower than the amount stated in the Management Determination, the Lenders shall repay to the relevant German Guarantor or upon demand of the relevant German Guarantor the amount exceeding any amount to be paid under paragraph (a)(i) of this Section 9.12 if and to the extent already paid to the Lenders which is necessary to maintain its Subsidiaries stated share capital (Stammkapital), calculated as of the date the demand under the guarantee was made and in accordance with paragraphs (a)(ii) of this Section 9.12, provided such demand is in written form addressed to the Administrative Agent on behalf of the Lenders and is submitted within six months (Ausschlussfrist) after the date the guarantee is enforced without regard to the limitation set forth in paragraph (a)(ii)(A) of this Section 9.12. If pursuant to the Auditors Determination the amount of the available Net Assets is higher than set out in the Management Determination the relevant German Guarantor shall pay such amount onto the extent not already paid to the Lenders within five (5) Business Days after receipt of the Auditors Determination. (G) If the German Guarantor intends to demonstrate that the enforcement of the guarantee in an amount exceeding any amount to be paid under paragraph (a)(i) of this Section 9.12 has led to one of the effects referred to in paragraph (a)(ii) of this Section 9.12, then the German Guarantor and, where the German Guarantor is a German GmbH & Co. KG Guarantor, also its general partner shall realize at market value any and all of its assets that are shown in its balance sheet with a book value (Buchwert) that is in the opinion of the Administrative Agent significantly lower than their market value if such assets are not necessary for the relevant German Guarantors or, where the German Guarantor is a German GmbH & Co. KG Guarantor, its general partners business (nicht betriebsnotwendig), to the extent necessary to satisfy the amounts requested under this paragraph (a)(ii). (H) The limitation set out in paragraph (a)(ii) of this Section 9.12 does not affect the right of the Lenders to claim again any outstanding amount at a later point in time if and to the extent that paragraph (a)(ii) of this Section 9.12 would allow this at that later point. (iii) Notwithstanding the foregoing the Administrative Agent and the Lenders waive their rights to enforce the guarantee as set out below to the extent that and as long as such enforcement would be in violation of the prohibition of an intervention threatening the existence of that German Guarantor (Versto gegen das Verbot des existenzvernichtenden Eingriffs). The limitation and waiver of enforcement of the guarantee set out in sub-lent or otherwise passed paragraph (iii) of this Section 9.12 shall only apply: (A) if and to the extent that within 15 Business Days following the demand against the relevant German Guarantor under the guarantee by the Administrative Agent, the managing directors on is still outstanding or behalf of such German Guarantor have confirmed and proved in writing to the Administrative Agent to what extent the guarantee cannot be enforced as it would cause a violation of the prohibition of an intervention threatening the existence of that German Guarantor (Verstogegen das Verbot des existenzvernichtenden Eingriffs), (the Management Determination of an Intervention Threatening the Existence of the German Guarantor); and (B) bank guarantees or letters if the Administrative Agent disagrees with the Management Determination of credit that are issued for an Intervention Threatening the benefit of any of the creditors Existence of the German Guarantor the proceedings set out in paragraph (a)(ii)(D) of this Section 9.12 shall apply mutatis mutandis. This sub-paragraph (iii) shall apply mutatis mutandis if the guarantee is granted by a Guarantor incorporated as a limited liability partnership (GmbH & Co. KG) and secures debt other than debt of such Guarantor itself or any of its Subsidiaries. (iv) If the law is changed to the effect that Sections 30 German Guarantor’s direct or indirect Subsidiaries; (ii) if, at the time of enforcement of the Guarantee GmbH-Act is not applicable when a domination and/or agreement (Beherrschungsvertrag) or a profit and loss pooling agreement (Beherrschungs-und/oder Gewinnabführungsvertrag) (either directly or indirectly through an unbroken chain of domination and/or profit transfer agreements) exists (bestehtErgebnisabfhrungsvertrag) between the relevant German Guarantor as and a dominated company borrower/guarantor (the Relevant Borrower/Guarantor) exists (directly, or indirectly through a chain of domination or profit and (A) in case that German Guarantor is a Subsidiary of loss pooling agreements between the relevant affiliate whose obligations are secured by the relevant Guarantee, that affiliate; or (B) in case Relevant Borrower and its subsidiaries and the German Guarantor and Guarantor) then the relevant affiliate whose obligations are secured by the relevant Guarantee are both Subsidiaries of a joint (direct or indirect) affiliate, such affiliate as dominating entity (beherrschendes Unternehmen); (iii) limitations provided for in this Section 11.12 shall no longer apply to the extent any payment under that the Guarantee demanded covers the obligations of the Relevant Borrower/Guarantor. (b) For the avoidance of doubt, nothing in this Agreement shall be interpreted as a restriction or limitation of (i) the enforcement of the guarantee to the extent such guarantee covering obligations owed by any of the respective German Guarantors direct or indirect subsidiaries or (ii) the enforcement of any claim of any Secured Party from the relevant German Guarantor is covered against Borrower (gedecktin such capacity) by means of a fully valuable and recoverable consideration or recourse claim (Gegenleistungs- oder Rückgewähranspruch) of the German Guarantor against the affiliate whose obligations are guaranteed or secured by the relevant Guarantee; or (iv) if the relevant German Guarantor has not complied with its obligations pursuant to Sections 13.9.2 and 13.9.4 belowunder this Agreement.