Common use of Limitations for Austrian Guarantors Clause in Contracts

Limitations for Austrian Guarantors. (i) Nothing in this Indenture shall be construed to create any obligation of an Austrian Guarantor to act in violation of mandatory Austrian capital maintenance rules (Kapitalerhaltungsvorschriften), including, without limitation, § 82 et seq. of the Austrian Act on Limited Liability Companies (Gesetz über Gesellschaften mit beschränkter Haftung — GmbHG) the GmbHG and § 52 et seq. of the Austrian Act on Joint Stock Companies (Aktiengesetz-AktG) (the “Austrian Capital Maintenance Rules”), and all obligations of any Austrian Guarantor under this Indenture shall be limited in accordance with the Austrian Capital Maintenance Rules; (ii) If and to the extent the payment obligations of an Austrian Guarantor under this Indenture would not be permitted under the Austrian Capital Maintenance Rules or would render the directors of an Austrian Guarantor personally liable pursuant to Austrian law to any of the creditors of that Austrian Guarantor as a consequence of paying such amount, then such payment Obligations shall be limited to the maximum amount permitted to be paid which would not trigger such directors’ liability, provided that the amount payable shall not be less than (i) that Austrian Guarantor’s balance sheet profit (including retained earnings) (Bilanzgewinn) as defined in § 224 (3) lit A no. IV of the Austrian Enterprise Code (Unternehmensgesetzbuch—UGB) as calculated by reference to the most recent (audited, if applicable) financial statements of that Austrian Guarantor then available plus (ii) any other amounts which are freely available for distribution to the shareholder(s) of that Austrian Guarantor under the GmbHG or AktG (as the case may be) and the UGB at the time or times payment under the Note Guarantee is demanded from that Austrian Guarantor plus, (iii) to the extent applicable, the aggregate amount of any proceeds from the issuance of the Notes made available to that Austrian Guarantor and/or its subsidiaries plus (iv) the amount of any Indebtedness capable of being discharged by way of setting-off that Austrian Guarantor’s recourse claim following enforcement of this Indenture against any Indebtedness owed by that Austrian Guarantor to the Issuer.

Limitations for Austrian Guarantors. (i) Nothing in this Indenture The Guarantee and any other obligation of Invitel International shall not be construed to create any obligation of an Austrian Guarantor on it to act in violation of mandatory Austrian capital maintenance rules Capital Maintenance Rules (Kapitalerhaltungsvorschriften) (including any applicable rules on financial assistance) pursuant to Austrian company law (the “Austrian Capital Maintenance Rules”), including, including without limitation, § limitation Section 82 et seq. of the Austrian Act on Limited Liability Companies (Gesetz über Gesellschaften mit beschränkter Haftung — GmbHGHaftung) the GmbHG and § Section 52 et seq. of the Austrian Act on Joint Stock Companies Corporations (Aktiengesetz-AktG) (the “Austrian Capital Maintenance Rules”), and all obligations of Invitel International as Subsidiary Guarantor and any Austrian Guarantor under this Indenture other obligation of Invitel International shall be limited in accordance with the Austrian Capital Maintenance Rules; (ii) If and to . In the extent the payment obligations event that any obligation of an Austrian Guarantor Invitel International under its Guarantee and/or under this Indenture would not infringes or contradicts Austrian Capital Maintenance Rules and is therefore held invalid or unenforceable, such obligation shall be deemed to be replaced by an obligation of a similar nature which is in compliance with Austrian Capital Maintenance Rules and which provides the highest admissible liability of Invitel International and, if required by Austrian Capital Maintenance Rules, the amount payable by Invitel International under its Guarantee and/or such other obligation shall be reduced to such amount which is permitted under pursuant to Austrian Capital Maintenance Rules. For the avoidance of doubt, it is noted that the Austrian Capital Maintenance Rules do not prevent or would render restrain Invitel International from guaranteeing or providing security for the directors obligations of its direct or indirect subsidiaries. Notwithstanding the foregoing, any guarantee or indemnity given by Invitel International is meant as and is to be interpreted as an Austrian Guarantor personally liable abstract guarantee agreement (abstrakter Garantievertrag) and not as surety (Bürgschaft) or joint obligation as a borrower (Mitschuldnerschaft) and Invitel International shall undertake to pay the amounts due under or pursuant to Austrian law to its Guarantee unconditionally, irrevocably, upon first demand and without raising any of the creditors of that Austrian Guarantor as a consequence of paying such amountdefences (unbedingt, then such payment Obligations shall be limited to the maximum amount permitted to be paid which would not trigger such directors’ liabilityunwiderruflich, provided that the amount payable shall not be less than (i) that Austrian Guarantor’s balance sheet profit (including retained earnings) (Bilanzgewinn) as defined in § 224 (3) lit A no. IV of the Austrian Enterprise Code (Unternehmensgesetzbuch—UGB) as calculated by reference to the most recent (audited, if applicable) financial statements of that Austrian Guarantor then available plus (ii) any other amounts which are freely available for distribution to the shareholder(s) of that Austrian Guarantor under the GmbHG or AktG (as the case may be) and the UGB at the time or times payment under the Note Guarantee is demanded from that Austrian Guarantor plus, (iii) to the extent applicable, the aggregate amount of any proceeds from the issuance of the Notes made available to that Austrian Guarantor and/or its subsidiaries plus (iv) the amount of any Indebtedness capable of being discharged by way of setting-off that Austrian Guarantor’s recourse claim following enforcement of this Indenture against any Indebtedness owed by that Austrian Guarantor to the Issuerauf erste Anforderung und unter Verzicht auf alle Einwendungen).

Limitations for Austrian Guarantors. (i) Nothing in this Indenture shall be construed to create any obligation of an Austrian Guarantor to act in violation of mandatory Austrian capital maintenance rules (Kapitalerhaltungsvorschriften), including, without limitation, § 82 et seq. of the Austrian Act on Limited Liability Companies (Gesetz über Gesellschaften mit beschränkter Haftung — - GmbHG) the GmbHG and § 52 et seq. of the Austrian Act on Joint Stock Companies (Aktiengesetz-AktG) (the “Austrian Capital Maintenance Rules”), and all obligations of any Austrian Guarantor under this Indenture shall be limited in accordance with the Austrian Capital Maintenance Rules; (ii) If and to the extent the payment obligations of an Austrian Guarantor under this Indenture would not be permitted under the Austrian Capital Maintenance Rules or would render the directors of an Austrian Guarantor personally liable pursuant to Austrian law to any of the creditors of that Austrian Guarantor as a consequence of paying such amount, then such payment Obligations shall be limited to the maximum amount permitted to be paid which would not trigger such directors’ liability, provided that the amount payable shall not be less than (i) that Austrian Guarantor’s balance sheet profit (including retained earnings) (Bilanzgewinn) as defined in § 224 (3) lit A no. IV of the Austrian Enterprise Code (Unternehmensgesetzbuch—UGB) as calculated by reference to the most recent (audited, if applicable) financial statements of that Austrian Guarantor then available plus (ii) any other amounts which are freely available for distribution to the shareholder(s) of that Austrian Guarantor under the GmbHG or AktG (as the case may be) and the UGB at the time or times payment under the Note Guarantee is demanded from that Austrian Guarantor plus, (iii) to the extent applicable, the aggregate amount of any proceeds from the issuance of the Notes made available to that Austrian Guarantor and/or its subsidiaries plus (iv) the amount of any Indebtedness capable of being discharged by way of setting-off that Austrian Guarantor’s recourse claim following enforcement of this Indenture against any Indebtedness owed by that Austrian Guarantor to the Issuer.