Common use of Limitation on Obligations of Foreign Obligors Clause in Contracts

Limitation on Obligations of Foreign Obligors. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (a) no Foreign Obligor shall Guarantee or be deemed to have Guaranteed any Obligations other than Foreign Obligations; and (b) the payment undertaking of any Luxembourg Loan Party for the obligations of any other obligor which is not a Subsidiary of that Luxembourg Loan Party shall be limited at any time, to an aggregate amount not exceeding ninety-five percent (95%) of the greater of: (i) the Luxembourg Loan Party’s own funds (“capitaux propres”) and the debt owed by such Luxembourg Loan Party to any of its direct or indirect shareholders and subordinated in right of payment (whether generally or specifically) to any claim of any Lender Party, as referred to in Annex I to the Grand-Ducal Regulation dated 18 December 2015 setting out the form and content of the presentation of the balance sheet and profit and loss account, enforcing the Luxembourg law of 19 December 2002 on the register of commerce and companies, accounting and companies annual accounts, as amended, as of the Restatement Effective Date; and (ii) the Luxembourg Loan Party’s own funds (“capitaux propres”) and the debt owed by such Luxembourg Loan Party to any of its direct or indirect shareholders and subordinated in right of payment (whether generally or specifically) to any claim of any Lender Party, as referred to in Annex I to the Grand-Ducal Regulation dated 18 December 2015 setting out the form and content of the presentation of the balance sheet and profit and loss account, enforcing the Luxembourg law of 19 December 2002 on the register of commerce and companies, accounting and companies annual accounts, as amended, as at the date the guarantee is called. The above limitation shall not apply to any amounts borrowed under any Credit Extension and in each case made available, in any form whatsoever, to such Luxembourg Party or any of its Subsidiaries. (c) the total liability of any Loan Party incorporated in Belgium (a “Belgian Loan Party”) for the obligations of any other obligor under the Loan Documents, shall at all times be limited to an aggregate amount (without double counting) not exceeding the higher of: (i) the sum of: (A) the aggregate of all principal amounts borrowed by such Belgian Loan Party (or its direct or indirect Subsidiaries) under any intra-group arrangement (regardless of the form thereof, including through the subscription of debt instrument); plus (B) seventy percent (70%) of such Belgian Loan Party’s net assets (nettoactief/actif net) as calculated in accordance with rules under the Belgian Companies Code to determine the amount available for distribution as a dividend, at the time a demand for payment under this Agreement is made; and (ii) EUR 50,000,000. No Belgian Loan Party shall be liable for the obligations of any other Loan Party under the Loan Documents, to the extent that such liability would result in such guarantee constituting unlawful financial assistance within the meaning of Article 329 or 629 of the Belgian Code of Companies or Article 5:152 or 7:227 of the Belgian Code of Companies and Associations, whichever is applicable (or any equivalent and applicable provisions in any relevant jurisdiction). The result of the calculation as described above shall in relation to any relevant Belgian Loan Party be referred to as the “Guaranteed Belgian Amount”. For the avoidance of doubt, no limitation shall apply to the liability of any Belgian Loan Party for any amounts owed by it or by its direct or indirect Subsidiaries under the Loan Documents and the Belgian Loan Party shall be liable for such amounts in full. Each Belgian Loan Party shall provide the Administrative Agent with an update on the relevant Guaranteed Belgian Amount upon the request of the Administrative Agent, with such information as the Administrative Agent may reasonably require, it being understood that the net assets (nettoactief/actif net) as specified under Section 10.20(c)(i)(B) above may be derived from the latest audited financial statements of the respective Belgian Loan Party.

Limitation on Obligations of Foreign Obligors. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (a) no Foreign Obligor shall Guarantee or provide Collateral, or be deemed to have Guaranteed or provided Collateral, supporting or securing any Obligations other than Foreign Obligations; and (b) the payment undertaking of any Luxembourg Loan Party incorporated under the laws of the Grand Duchy of Luxembourg (each such Loan Party, a “Luxembourg Party”) for the obligations of any other obligor which is not a Subsidiary of that Luxembourg Loan Party shall be limited at any time, to an aggregate amount not exceeding ninety-five percent (95%) of the greater of: (i) the Luxembourg Loan Party’s own funds (“capitaux propres”) and the debt owed by such Luxembourg Loan Party to any of its direct or indirect shareholders and subordinated in right of payment (whether generally or specifically) to any claim of any Lender Partyshareholders, as referred to in Annex I to the Grand-Ducal Regulation dated 18 December 2015 setting out the form and content determined by Article 34 of the presentation of the balance sheet and profit and loss account, enforcing the Luxembourg law of 19 December 2002 on the register of commerce and companies, accounting and companies annual accounts, as amended, as of the Restatement Effective Closing Date; and (ii) the Luxembourg Loan Party’s own funds (“capitaux propres”) and the debt owed by such Luxembourg Loan Party to any of its direct or indirect shareholders and subordinated in right of payment (whether generally or specifically) to any claim of any Lender Partyshareholders, as referred to in Annex I to the Grand-Ducal Regulation dated 18 December 2015 setting out the form and content determined by Article 34 of the presentation of the balance sheet and profit and loss account, enforcing the Luxembourg law of 19 December 2002 on the register of commerce and companies, accounting and companies annual accounts, as amended, as at the date the guarantee is called. The above limitation shall not apply to any amounts borrowed under any Credit Extension and in each case made available, in any form whatsoever, to such Luxembourg Party or any of its Subsidiaries. (c) the total liability of any Loan Party incorporated or established in Belgium (a “Belgian Loan Party”) for the obligations of any other obligor under the Loan Documents, shall at all times be limited to an aggregate amount (without double counting) not exceeding the higher of: (i) the sum of: (A) the aggregate of all principal amounts borrowed by such Belgian Loan Party (or its direct or indirect Subsidiaries) under any intra-group arrangement (regardless of the form thereof, including through the subscription of debt instrument); plus (B) seventy percent (70%) of such Belgian Loan Party’s net assets own funds (nettoactiefeigen vermogen/actif netcapitaux propres) as calculated referred to in accordance with rules under section 88 of the Belgian Royal Decree of 30 January 2001 implementing the Belgian Companies Code to determine the amount available for distribution as a dividendCode, at the time a demand for payment under this Agreement is made; and (ii) EUR 50,000,000. No Belgian Loan Party shall be liable for the obligations of any other Loan Party under the Loan Documents, to the extent that such liability would result in such guarantee constituting unlawful financial assistance within the meaning of Article 329 or 629 of the Belgian Code of Companies or Article 5:152 or 7:227 of the Belgian Code of Companies and Associations, whichever is applicable (or any equivalent and applicable provisions in any relevant jurisdiction). The result of the calculation as described above shall in relation to any relevant Belgian Loan Party be referred to as the “Guaranteed Belgian Amount”. For the avoidance of doubt, no limitation shall apply to the liability of any Belgian Loan Party for any amounts owed by it or by its direct or indirect Subsidiaries under the Loan Documents and the Belgian Loan Party shall be liable for such amounts in full. Each Belgian Loan Party shall provide the Administrative Agent with an update on the relevant Guaranteed Belgian Amount upon the request of the Administrative Agent, with such information as the Administrative Agent may reasonably require, it being understood that the net assets own funds (nettoactiefeigen vermogen/actif netcapitaux propres) as specified under Section 10.20(c)(i)(B11.21(c)(i)(B) above may be derived from the latest audited financial statements of the respective Belgian Loan Party.

Limitation on Obligations of Foreign Obligors. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (a) no Foreign Obligor shall Guarantee or be deemed to have Guaranteed any Obligations other than Foreign Obligations; and (b) the payment undertaking of any Luxembourg Loan Party for the obligations of any other obligor which is not a Subsidiary of that Luxembourg Loan Party shall be limited at any time, to an aggregate amount not exceeding ninety-five percent (95%) of the greater of: (i) the Luxembourg Loan Party’s own funds (“capitaux propres”) and the debt owed by such Luxembourg Loan Party to any of its direct or indirect shareholders and subordinated in right of payment (whether generally or specifically) to any claim of any Lender Party, as referred to in Annex I to the Grand-Ducal Regulation dated 18 December 2015 setting out the form and content of the presentation of the balance sheet and profit and loss account, enforcing the Luxembourg law of 19 December 2002 on the register of commerce and companies, accounting and companies annual accounts, as amended, as of the Restatement Effective Date; and (ii) the Luxembourg Loan Party’s own funds (“capitaux propres”) and the debt owed by such Luxembourg Loan Party to any of its direct or indirect shareholders and subordinated in right of payment (whether generally or specifically) to any claim of any Lender Party, as referred to in Annex I to the Grand-Ducal Regulation dated 18 December 2015 setting out the form and content of the presentation of the balance sheet and profit and loss account, enforcing the Luxembourg law of 19 December 2002 on the register of commerce and companies, accounting and companies annual accounts, as amended, as at the date the guarantee is called. The above limitation shall not apply to any amounts borrowed under any Credit Extension and in each case made available, in any form whatsoever, to such Luxembourg Loan Party or any of its Subsidiaries. (c) the total liability of any Loan Party incorporated in Belgium (a “Belgian Loan Party”) for the obligations of any other obligor under the Loan Documents, shall at all times be limited to an aggregate amount (without double counting) not exceeding the higher of: (i) the sum of: (A) the aggregate of all principal amounts borrowed by such Belgian Loan Party (or its direct or indirect Subsidiaries) under any intra-group arrangement (regardless of the form thereof, including through the subscription of debt instrument); plus (B) seventy percent (70%) of such Belgian Loan Party’s net assets (nettoactief/actif net) as calculated in accordance with rules under the Belgian Companies Code of Companies and Associations to determine the amount available for distribution as a dividend, at the time a demand for payment under this Agreement is made; and (ii) EUR 50,000,000. No Belgian Loan Party shall be liable for the obligations of any other Loan Party under the Loan Documents, to the extent that such liability would result in such guarantee constituting unlawful financial assistance within the meaning of Article 329 or 629 of the Belgian Code of Companies or Article 5:152 or 7:227 of the Belgian Code of Companies and Associations, whichever is applicable (or any equivalent and applicable provisions in any relevant jurisdiction). The result of the calculation as described above shall in relation to any relevant Belgian Loan Party be referred to as the “Guaranteed Belgian Amount”. For the avoidance of doubt, no limitation shall apply to the liability of any Belgian Loan Party for any amounts owed by it or by its direct or indirect Subsidiaries under the Loan Documents and the Belgian Loan Party shall be liable for such amounts in full. Each Belgian Loan Party shall provide the Administrative Agent with an update on the relevant Guaranteed Belgian Amount upon the request of the Administrative Agent, with such information as the Administrative Agent may reasonably require, it being understood that the net assets (nettoactief/actif net) as specified under Section 10.20(c)(i)(B) above may be derived from the latest audited financial statements of the respective Belgian Loan Party.

Limitation on Obligations of Foreign Obligors. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (a) no Foreign Obligor shall Guarantee or be deemed to have Guaranteed any Obligations other than Foreign Obligations; and (b) the payment undertaking of any Luxembourg Loan Party incorporated under the laws of the Grand Duchy of Luxembourg (each such Loan Party, a “Luxembourg Party”) for the obligations of any other obligor which is not a Subsidiary of that Luxembourg Loan Party shall be limited at any time, to an aggregate amount not exceeding ninety-five percent (95%) of the greater of: (i) the Luxembourg Loan Party’s own funds (“capitaux propres”) and the debt owed by such Luxembourg Loan Party to any of its direct or indirect shareholders and subordinated in right of payment (whether generally or specifically) to any claim of any Lender Partyshareholders, as referred to in Annex I to the Grand-Ducal Regulation dated 18 December 2015 setting out the form and content determined by Article 34 of the presentation of the balance sheet and profit and loss account, enforcing the Luxembourg law of 19 December 2002 on the register of commerce and companies, accounting and companies annual accounts, as amended, as of the Restatement Effective Date; and (ii) the Luxembourg Loan Party’s own funds (“capitaux propres”) and the debt owed by such Luxembourg Loan Party to any of its direct or indirect shareholders and subordinated in right of payment (whether generally or specifically) to any claim of any Lender Partyshareholders, as referred to in Annex I to the Grand-Ducal Regulation dated 18 December 2015 setting out the form and content determined by Article 34 of the presentation of the balance sheet and profit and loss account, enforcing the Luxembourg law of 19 December 2002 on the register of commerce and companies, accounting and companies annual accounts, as amended, as at the date the guarantee is called. The above limitation shall not apply to any amounts borrowed under any Credit Extension and in each case made available, in any form whatsoever, to such Luxembourg Party or any of its Subsidiaries. (c) the total liability of any Loan Party incorporated or established in Belgium (a “Belgian Loan Party”) for the obligations of any other obligor under the Loan Documents, shall at all times be limited to an aggregate amount (without double counting) not exceeding the higher of: (i) the sum of: (A) the aggregate of all principal amounts borrowed by such Belgian Loan Party (or its direct or indirect Subsidiaries) under any intra-group arrangement (regardless of the form thereof, including through the subscription of debt instrument); plus (B) seventy percent (70%) of such Belgian Loan Party’s net assets own funds (nettoactiefeigen vermogen/actif netcapitaux propres) as calculated referred to in accordance with rules under section 88 of the Belgian Royal Decree of 30 January 2001 implementing the Belgian Companies Code to determine the amount available for distribution as a dividendCode, at the time a demand for payment under this Agreement is made; and (ii) EUR 50,000,000. No Belgian Loan Party shall be liable for the obligations of any other Loan Party under the Loan Documents, to the extent that such liability would result in such guarantee constituting unlawful financial assistance within the meaning of Article 329 or 629 of the Belgian Code of Companies or Article 5:152 or 7:227 of the Belgian Code of Companies and Associations, whichever is applicable (or any equivalent and applicable provisions in any relevant jurisdiction). The result of the calculation as described above shall in relation to any relevant Belgian Loan Party be referred to as the “Guaranteed Belgian Amount”. For the avoidance of doubt, no limitation shall apply to the liability of any Belgian Loan Party for any amounts owed by it or by its direct or indirect Subsidiaries under the Loan Documents and the Belgian Loan Party shall be liable for such amounts in full. Each Belgian Loan Party shall provide the Administrative Agent with an update on the relevant Guaranteed Belgian Amount upon the request of the Administrative Agent, with such information as the Administrative Agent may reasonably require, it being understood that the net assets own funds (nettoactiefeigen vermogen/actif netcapitaux propres) as specified under Section 10.20(c)(i)(B) above may be derived from the latest audited financial statements of the respective Belgian Loan Party.

Limitation on Obligations of Foreign Obligors. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (a) no Foreign Obligor shall Guarantee or be deemed to have Guaranteed any Obligations other than Foreign Obligations; and (b) the payment undertaking of any Luxembourg Loan Party incorporated under the laws of the Grand Duchy of Luxembourg (each such Loan Party, a “Luxembourg Party”) for the obligations of any other obligor which is not a Subsidiary of that Luxembourg Loan Party shall be limited at any time, to an aggregate amount not exceeding ninety-five percent (95%) of the greater of: (i) the Luxembourg Loan Party’s own funds (“capitaux propres”) and the debt owed by such Luxembourg Loan Party to any of its direct or indirect shareholders and subordinated in right of payment (whether generally or specifically) to any claim of any Lender Partyshareholders, as referred to in Annex I to the Grand-Ducal Regulation dated 18 December 2015 setting out the form and content determined by Article 34 of the presentation of the balance sheet and profit and loss account, enforcing the Luxembourg law of 19 December 2002 on the register of commerce and companies, accounting and companies annual accounts, as amended, as of the Restatement Effective Closing Date; and (ii) the Luxembourg Loan Party’s own funds (“capitaux propres”) and the debt owed by such Luxembourg Loan Party to any of its direct or indirect shareholders and subordinated in right of payment (whether generally or specifically) to any claim of any Lender Partyshareholders, as referred to in Annex I to the Grand-Ducal Regulation dated 18 December 2015 setting out the form and content determined by Article 34 of the presentation of the balance sheet and profit and loss account, enforcing the Luxembourg law of 19 December 2002 on the register of commerce and companies, accounting and companies annual accounts, as amended, as at the date the guarantee is called. The above limitation shall not apply to any amounts borrowed under any Credit Extension and in each case made available, in any form whatsoever, to such Luxembourg Party or any of its Subsidiaries. (c) the total liability of any Loan Party incorporated or established in Belgium (a “Belgian Loan Party”) for the obligations of any other obligor under the Loan Documents, shall at all times be limited to an aggregate amount (without double counting) not exceeding the higher of: (i) the sum of: (A) the aggregate of all principal amounts borrowed by such Belgian Loan Party (or its direct or indirect Subsidiaries) under any intra-group arrangement (regardless of the form thereof, including through the subscription of debt instrument); plus (B) seventy percent (70%) of such Belgian Loan Party’s net assets own funds (nettoactiefeigen vermogen/actif netcapitaux propres) as calculated referred to in accordance with rules under section 88 of the Belgian Royal Decree of 30 January 2001 implementing the Belgian Companies Code to determine the amount available for distribution as a dividendCode, at the time a demand for payment under this Agreement is made; and (ii) EUR 50,000,000. No Belgian Loan Party shall be liable for the obligations of any other Loan Party under the Loan Documents, to the extent that such liability would result in such guarantee constituting unlawful financial assistance within the meaning of Article 329 or 629 of the Belgian Code of Companies or Article 5:152 or 7:227 of the Belgian Code of Companies and Associations, whichever is applicable (or any equivalent and applicable provisions in any relevant jurisdiction). The result of the calculation as described above shall in relation to any relevant Belgian Loan Party be referred to as the “Guaranteed Belgian Amount”. For the avoidance of doubt, no limitation shall apply to the liability of any Belgian Loan Party for any amounts owed by it or by its direct or indirect Subsidiaries under the Loan Documents and the Belgian Loan Party shall be liable for such amounts in full. Each Belgian Loan Party shall provide the Administrative Agent with an update on the relevant Guaranteed Belgian Amount upon the request of the Administrative Agent, with such information as the Administrative Agent may reasonably require, it being understood that the net assets own funds (nettoactiefeigen vermogen/actif netcapitaux propres) as specified under Section 10.20(c)(i)(B10.21(c)(i)(B) above may be derived from the latest audited financial statements of the respective Belgian Loan Party.