Limitations Applicable to Spanish Guarantors. Each Guarantor that as of the date of this Indenture or thereafter is incorporated, organized or formed, as the case may be, in Spain (a “Spanish Guarantor”), and by its acceptance hereof, each Holder and the Trustee, hereby confirms that notwithstanding any other provision of this Indenture, or any related agreements or certificates, the liabilities incurred hereunder and under the Note Guarantee of any Spanish Guarantor shall not contravene or be in violation of any mandatory provisions of Spanish law in respect of unlawful financial assistance, as it is specifically contemplated for Spanish joint stock companies (sociedades anónimas) in article 81 of the Ley de Sociedades Anónimas.
Limitations Applicable to Spanish Guarantors. (a) Any guarantee, indemnity, obligation and/or liability granted, incurred, undertaken, assumed or otherwise agreed by any Guarantor incorporated in Spain (a “Spanish Guarantor”) shall be limited to the following:
Limitations Applicable to Spanish Guarantors. Notwithstanding anything in this Agreement to the contrary, the obligations and liabilities of each Spanish Guarantor shall be deemed not to be assumed by such Spanish Guarantor to the extent that they constitute or may constitute unlawful financial assistance within the meaning of article 150 of the Spanish Companies Law (where the company is a Spanish public company (Sociedad Anónima)) or article 143 of the Spanish Companies Law (where the company is a Spanish limited liability company (Sociedad de Responsabilidad Limitada)). Accordingly, the obligations and liabilities of each Spanish Guarantor under this Agreement (including, without limitation, this Article IV) and the other Loan Documents shall not include and shall not be extended to any repayment obligations in respect of financing used in or towards the payment or refinance of the purchase price or subscription for the shares or quotas in such Spanish Guarantor and/or the acquisition of or subscription for the shares or quotas in such Spanish Guarantor’s controlling corporation (or, where such Spanish Guarantor is a Spanish limited liability company (Sociedad de Responsabilidad Limitada), of any company of its group), either directly or indirectly. The guarantee, indemnity and other obligations of each Spanish Guarantor incorporated as a Spanish limited liability company (Sociedad de Responsabilidad Limitada) expressed to be assumed by it hereunder shall not include and shall not extend to any obligations which could reasonably be expected to result in a breach of article 401 of the Spanish Companies Law. 4.11
