Common use of Limitation of Security Clause in Contracts

Limitation of Security. 11.1 The right to enforce the security interests created hereunder shall, to the extent that the Secured Obligations represent those of an affiliated company (verbundenes Unternehmen) within the meaning of Section 15 et seq. of the German Stock Corporation Act (Aktiengesetz) of the Transferor (other than any of the Transferor's subsidiaries), at all times be limited to an amount equal to the Transferor's assets (the calculation of which shall take into account the captions reflected in Section 266 sub-section (2) A, B and C of the German Commercial Code (Handelsgesetzbuch)) less the sum of (A) the Transferor's liabilities (the calculation of which shall take into account the captions reflected in Section 266 subsection (3) B, C and D of the German Commercial Code), and (B) the stated share capital (Stammkapital) of the Transferor (the "NET ASSETS"). 11.2 The Transferor shall realise, to the extent legally permitted and, in respect of the Transferor, commercially justifiable, in a situation where the Transferor does not have sufficient Net Assets to maintain its registered share capital, any and all of its assets that are shown in the balance sheet with a book value (Buchwert) that is significantly lower than the market value of the assets if the asset is not necessary for the Transferor's business (betriebsnotwendig). 11.3 The Security Trustee shall enforce any security interest created hereunder against the Transferor in accordance with the following procedure: (i) The Transferor shall, following a notification by the Security Trustee to the Transferor that an Enforcement Event has occurred and that the Security Trustee intends to enforce the security interests created hereunder, deliver to the Security Trustee within sixty days of such notification an auditors' determination from a firm of auditors of international standard and reputation (the "AUDITORS' DETERMINATION") stating the value of the Net Assets, i.e., the amounts which may be claimed against the Transferor under the security interests created hereunder having regard to Sections 30 and 31 of the German Limited Liability Companies Act. (ii) The Auditors' Determination, i.e., the amount which may be claimed against the Transferor under the security interests created hereunder, having regard to Section 30 and 31 of the German Limited Liability Companies Act, shall take into account the generally accepted accounting principles applicable from time to time in Germany (GAAP) and be based on the same principles that were applied when establishing the previous year's balance sheet. (iii) The amount specified in the relevant Auditors' Determination pertaining to the Transferor 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 date of notification by the Security Trustee to the Transferor that it intends to enforce the security interests created hereunder. (iv) If the Transferor fails to deliver the Auditors' Determination to the Security Trustee within the sixty day period stated in (i) above, the Security Trustee shall be entitled to enforce the security interests created hereunder against the Transferor without limitation.

Limitation of Security. 11.1 12.1 The right to enforce the security interests created hereunder shall, to the extent that the Secured Obligations represent those of an affiliated company (verbundenes Unternehmen) within the meaning of Section 15 et seq. of the German Stock Corporation Act (Aktiengesetz) of the Transferor Assignor (other than any of the TransferorAssignor's subsidiaries), at all times be limited to an amount equal to the TransferorAssignor's assets (the calculation of which shall take into account the captions reflected in Section 266 sub-section (2) A, B and C of the German Commercial Code (Handelsgesetzbuch)) less the sum of (A) the TransferorAssignor's liabilities (the calculation of which shall take into account the captions reflected in Section 266 subsection (3) B, C and D of the German Commercial Code), and (B) the stated share capital (Stammkapital) of the Transferor Assignor (the "NET ASSETS"). 11.2 12.2 The Transferor Assignor shall realise, to the extent legally permitted and, in respect of the TransferorAssignor, commercially justifiable, in a situation where the Transferor Assignor does not have sufficient Net Assets to maintain its registered share capital, any and all of its assets that are shown in the balance sheet with a book value (Buchwert) that is significantly lower than the market value of the assets if the asset is not necessary for the TransferorAssignor's business (betriebsnotwendig). 11.3 12.3 The Security Trustee shall enforce any security interest created hereunder against the Transferor Assignor in accordance with the following procedure: (i) The Transferor Assignor shall, following a notification by the Security Trustee to the Transferor Assignor that an Enforcement Event has occurred and that the Security Trustee intends to enforce the security interests created hereunder, deliver to the Security Trustee within sixty days of such notification an auditors' determination from a firm of auditors of international standard and reputation (the "AUDITORS' DETERMINATION") stating the value of the Net Assets, i.e., the amounts which may be claimed against the Transferor Assignor under the security interests created hereunder having regard to Sections 30 and 31 of the German Limited Liability Companies Act. (ii) The Auditors' Determination, i.e., the amount which may be claimed against the Transferor Assignor under the security interests created hereunder, having regard to Section 30 and 31 of the German Limited Liability Companies Act, shall take into account the generally accepted accounting principles applicable from time to time in Germany (GAAP) and be based on the same principles that were applied when establishing the previous year's balance sheet. (iii) The amount specified in the relevant Auditors' Determination pertaining to the Transferor Assignor 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 date of notification by the Security Trustee to the Transferor Assignor that it intends to enforce the security interests created hereunder. (iv) If the Transferor Assignor fails to deliver the Auditors' Determination to the Security Trustee within the sixty day period stated in (i) above, the Security Trustee shall be entitled to enforce the security interests created hereunder against the Transferor Assignor without limitation.

Limitation of Security. 11.1 8.1 The right to enforce the security interests created hereunder shall, to the extent that the Secured Obligations represent those of an affiliated company (verbundenes Unternehmen) within the meaning of Section 15 et seq. of the German Stock Corporation Act (Aktiengesetz) of the Transferor Assignor (other than any of the TransferorAssignor's subsidiaries), at all times be limited to an amount equal to the TransferorAssignor's assets (the calculation of which shall take into account the captions reflected in Section 266 sub-section (2) A, B and C of the German Commercial Code (Handelsgesetzbuch)) less the sum of (A) the TransferorAssignor's liabilities (the calculation of which shall take into account the captions reflected in Section 266 subsection (3) B, C and D of the count the captions reflected in Section(3)B, C and D of the German Commercial Code), and (B) the stated share capital (Stammkapital) of the Transferor Assignor (the "NET ASSETS"). 11.2 8.2 The Transferor Assignor shall realise, to the extent legally permitted and, in respect of the TransferorAssignor, commercially justifiable, in a situation where the Transferor Assignor does not have sufficient Net Assets to maintain its registered share capital, any and all of its assets that are shown in the balance sheet with a book value (Buchwert) that is significantly lower than the market value of the assets if the asset is not necessary for the TransferorAssignor's business (betriebsnotwendig). 11.3 8.3 The Security Trustee shall enforce any security interest created hereunder against the Transferor Assignor in accordance with the following procedure: (i) The Transferor Assignor shall, following a notification by the Security Trustee to the Transferor Assignor that an Enforcement Event has occurred and that the Security Trustee intends to enforce the security interests created hereunder, deliver to the Security Trustee within sixty days of such notification an auditors' determination from a firm of auditors of international standard and reputation (the "AUDITORS' DETERMINATION") stating the value of the Net Assets, i.e., the amounts which may be claimed against the Transferor Assignor under the security interests created hereunder having regard to Sections 30 and 31 of the German Limited Liability Companies Act. (ii) The Auditors' Determination, i.e., the amount which may be claimed against the Transferor Assignor under the security interests created hereunder, having regard to Section 30 and 31 of the German Limited Liability Companies Act, shall take into account the generally accepted accounting principles applicable from time to time in Germany (GAAP) and be based on the same principles that were applied when establishing the previous year's balance sheet. (iii) The amount specified in the relevant Auditors' Determination pertaining to the Transferor Assignor 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 date of notification by the Security Trustee to the Transferor Assignor that it intends to enforce the security interests created hereunder. (iv) If the Transferor Assignor fails to deliver the Auditors' Determination to the Security Trustee within the sixty day period stated in (i) above, the Security Trustee shall be entitled to enforce the security interests created hereunder against the Transferor Assignor without limitation.

Limitation of Security. 11.1 7.1 The right to enforce the security interests created hereunder shall, to the extent that the Secured Obligations represent those of an affiliated company (verbundenes Unternehmen) within the meaning of Section 15 et seq. of the German Stock Corporation Act (Aktiengesetz) of the Transferor (other than any of the Transferor's subsidiaries), at all times be limited to an amount equal to the Transferor's assets (the calculation of which shall take into account the captions reflected in Section 266 sub-section (2) A, B and C of the German Commercial Code (Handelsgesetzbuch)) less the sum of (A) the Transferor's liabilities (the calculation of which shall take into account the captions reflected in Section 266 subsection (3) B, C and D of the German Commercial Code), and (B) the stated share capital (Stammkapital) of the Transferor (the "NET ASSETS"). 11.2 7.2 The Transferor shall realise, to the extent legally permitted and, in respect of the Transferor, commercially justifiable, in a situation where the Transferor does not have sufficient Net Assets to maintain its registered share capital, any and all of its assets that are shown in the balance sheet with a book value (Buchwert) that is significantly lower than the market value of the assets if the asset is not necessary for the Transferor's business (betriebsnotwendig). 11.3 7.3 The Security Trustee shall enforce any security interest created hereunder against the Transferor in accordance with the following procedure: (i) The Transferor shall, following a notification by the Security Trustee to the Transferor that an Enforcement Event has occurred and that the Security Trustee intends to enforce the security interests created hereunder, deliver to the Security Trustee within sixty days of such notification an auditors' determination from a firm of auditors of international standard and reputation (the "AUDITORS' DETERMINATION") stating the value of the Net Assets, i.e., the amounts which may be claimed against the Transferor under the security interests created hereunder having regard to Sections 30 and 31 of the German Limited Liability Companies Act. (ii) The Auditors' Determination, i.e., the amount which may be claimed against the Transferor under the security interests created hereunder, having regard to Section 30 and 31 of the German Limited Liability Companies Act, shall take into account the generally accepted accounting principles applicable from time to time in Germany (GAAP) and be based on the same principles that were applied when establishing the previous year's balance sheet. (iii) The amount specified in the relevant Auditors' Determination pertaining to the Transferor shall be 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 date of notification by the Security Trustee to the Transferor that it intends to enforce the security interests created hereunder. (iv) If the Transferor fails to deliver the Auditors' Determination to the Security Trustee within the sixty day period stated in (i) above, the Security Trustee shall be entitled to enforce the security interests created hereunder against the Transferor without limitation.

Limitation of Security. 11.1 8.1 The right to enforce the security interests created hereunder shall, to the extent that the Secured Obligations represent those of an affiliated company (verbundenes Unternehmen) within the meaning of Section 15 et seq. of the German Stock Corporation Act (Aktiengesetz) of the Transferor Assignor (other than any of the TransferorAssignor's subsidiaries), at all times be limited to an amount equal to the TransferorAssignor's assets (the calculation of which shall take into account the captions reflected in Section 266 sub-section (2) A, B and C of the German Commercial Code (Handelsgesetzbuch)) less the sum of (A) the TransferorAssignor's liabilities (the calculation of which shall take into account the captions reflected in Section 266 subsection (3) B, C and D of the count the captions reflected in Section 266 subsection (3)B, C and D of the German Commercial Code), and (B) the stated share capital (Stammkapital) of the Transferor Assignor (the "NET ASSETS"). 11.2 8.2 The Transferor Assignor shall realise, to the extent legally permitted and, in respect of the TransferorAssignor, commercially justifiable, in a situation where the Transferor Assignor does not have sufficient Net Assets to maintain its registered share capital, any and all of its assets that are shown in the balance sheet with a book value (Buchwert) that is significantly lower than the market value of the assets if the asset is not necessary for the TransferorAssignor's business (betriebsnotwendig). 11.3 8.3 The Security Trustee shall enforce any security interest created hereunder against the Transferor Assignor in accordance with the following procedure: (i) The Transferor Assignor shall, following a notification by the Security Trustee to the Transferor Assignor that an Enforcement Event has occurred and that the Security Trustee intends to enforce the security interests created hereunder, deliver to the Security Trustee within sixty days of such notification an auditors' determination from a firm of auditors of international standard and reputation (the "AUDITORS' DETERMINATION") stating the value of the Net Assets, i.e., the amounts which may be claimed against the Transferor Assignor under the security interests created hereunder having regard to Sections 30 and 31 of the German Limited Liability Companies Act. (ii) The Auditors' Determination, i.e., the amount which may be claimed against the Transferor Assignor under the security interests created hereunder, having regard to Section 30 and 31 of the German Limited Liability Companies Act, shall take into account the generally accepted accounting principles applicable from time to time in Germany (GAAP) and be based on the same principles that were applied when establishing the previous year's balance sheet. (iii) The amount specified in the relevant Auditors' Determination pertaining to the Transferor Assignor 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 date of notification by the Security Trustee to the Transferor Assignor that it intends to enforce the security interests created hereunder. (iv) If the Transferor Assignor fails to deliver the Auditors' Determination to the Security Trustee within the sixty day period stated in (i) above, the Security Trustee shall be entitled to enforce the security interests created hereunder against the Transferor Assignor without limitation.

Limitation of Security. 11.1 8.1 The right to enforce the security interests created hereunder shall, to the extent that the Secured Obligations represent those of an affiliated company (verbundenes Unternehmen) within the meaning of Section 15 et seq. of the German Stock Corporation Act (Aktiengesetz) of the Transferor Assignor (other than any of the TransferorAssignor's subsidiaries), at all times be limited to an amount equal to the TransferorAssignor's assets (the calculation of which shall take into account the captions reflected in Section 266 sub-section (2) A, B and C of the German Commercial Code (Handelsgesetzbuch)) less the sum of (A) the TransferorAssignor's liabilities (the calculation of which shall take into account the captions reflected in Section 266 subsection (3) B, C and D of the German Commercial Code), and (B) the stated share capital (Stammkapital) of the Transferor Assignor (the "NET ASSETS"). 11.2 8.2 The Transferor Assignor shall realise, to the extent legally permitted and, in respect of the TransferorAssignor, commercially justifiable, in a situation where the Transferor Assignor does not have sufficient Net Assets to maintain its registered share capital, any and all of its assets that are shown in the balance sheet with a book value (Buchwert) that is significantly lower than the market value of the assets if the asset is not necessary for the TransferorAssignor's business (betriebsnotwendig). 11.3 8.3 The Security Trustee shall enforce any security interest created hereunder against the Transferor Assignor in accordance with the following procedure: (i) The Transferor Assignor shall, following a notification by the Security Trustee to the Transferor Assignor that an Enforcement Event has occurred and that the Security Trustee intends to enforce the security interests created hereunder, deliver to the Security Trustee within sixty days of such notification an auditors' determination from a firm of auditors of international standard and reputation (the "AUDITORS' DETERMINATION") stating the value of the Net Assets, i.e., the amounts which may be claimed against the Transferor Assignor under the security interests created hereunder having regard to Sections 30 and 31 of the German Limited Liability Companies Act. (ii) The Auditors' Determination, i.e., the amount which may be claimed against the Transferor Assignor under the security interests created hereunder, having regard to Section 30 and 31 of the German Limited Liability Companies Act, shall take into account the generally accepted accounting principles applicable from time to time in Germany (GAAP) and be based on the same principles that were applied when establishing the previous year's balance sheet. (iii) The amount specified in the relevant Auditors' Determination pertaining to the Transferor Assignor 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 date of notification by the Security Trustee to the Transferor Assignor that it intends to enforce the security interests created hereunder. (iv) If the Transferor Assignor fails to deliver the Auditors' Determination to the Security Trustee within the sixty day period stated in (i) above, the Security Trustee shall be entitled to enforce the security interests created hereunder against the Transferor Assignor without limitation.