Common use of Limitations for Luxembourg Guarantors Clause in Contracts

Limitations for Luxembourg Guarantors. The Note Guarantee of any Guarantor incorporated under Luxembourg law (hereinafter, a “Luxembourg Guarantor”) shall be limited to the effect that, without limiting any specific exemptions set out below, no obligations guaranteed by a Luxembourg Guarantor will extend to include any obligation or liability if to do so would be unlawful financial assistance in respect of the acquisition of shares in itself under Article 49-6 of the Luxembourg Law dated August 10, 1915 on commercial companies, as amended, or if to do so would constitute a misuse of corporate assets (abus des biens sociaux) as defined at Article 171-1 of the Luxembourg Law dated August 10, 1915 on commercial companies, as amended. Notwithstanding any other provision in this Indenture, the maximum amount payable by a Luxembourg Guarantor in respect of the obligations guaranteed by such Luxembourg Guarantor shall not, at any time, exceed the greater of: (A) an amount equal to 95 percent of that Luxembourg Guarantor’s net assets (capitaux propres), existing as at the Issue Date, as shown in its most recently and duly approved financial statements (comptes annuels) or, where relevant, in respect of the opening balance sheet for the newly established Luxembourg Guarantors; and (B) an amount equal to 95 percent of that Luxembourg Guarantor’s net assets (capitaux propres), existing as at the first date upon which the Trustee or a Holder makes written demand upon the relevant Luxembourg Guarantor to make payment in respect of the obligations guaranteed by the Luxembourg Guarantor, as shown in its most recently and duly approved financial statements (comptes annuels) or, where relevant, in respect of the opening balance sheet for the newly established Luxembourg Guarantors. For this purpose “net assets (capitaux propres)” will be determined in accordance with Article 34 of the Luxembourg Law dated December 19, 2002, as amended, on the Register of Commerce and Companies, on accounting and annual accounts of the companies and amending certain other legal provisions. The limit in the preceding paragraph will not apply to the extent that the obligations guaranteed by a Luxembourg Guarantor relate to the Luxembourg Guarantor’s borrowings and to the Luxembourg Guarantor’s Subsidiaries’ borrowings or any other liabilities of the relevant Luxembourg Guarantor’s Subsidiaries under this Indenture, the Notes and the Note Guarantee of a Luxembourg Guarantor.

Limitations for Luxembourg Guarantors. The Note Guarantee Notwithstanding any provisions to the contrary in this Indenture or any First Lien Document or Second Lien Document, the aggregate obligations and liabilities under this Indenture and any other First Lien Document or Second Lien Document of any Guarantor incorporated under the laws of the Grand Duchy of Luxembourg law (hereinafter, a “Luxembourg Guarantor”) for the obligations of any entity or company in which the Luxembourg Guarantor has no direct or indirect equity interest, shall be limited at any time to a maximum amount not exceeding ninety-five per cent (95%) of the higher: (a) of the sum of the LuxCo’s “capitaux propres” (as referred to in Annex I to the effect that, without limiting any specific exemptions set Grand-Ducal Regulation dated 18 December 2015 setting out below, no obligations guaranteed by a Luxembourg Guarantor will extend to include any obligation or liability if to do so would be unlawful financial assistance in respect the form and content of the acquisition of shares in itself under Article 49-6 presentation of the Luxembourg Law dated August 10, 1915 on commercial companies, as amended, or if to do so would constitute a misuse of corporate assets (abus des biens sociaux) as defined at Article 171-1 of the Luxembourg Law dated August 10, 1915 on commercial companies, as amended. Notwithstanding any other provision in this Indenture, the maximum amount payable by a Luxembourg Guarantor in respect of the obligations guaranteed by such Luxembourg Guarantor shall not, at any time, exceed the greater of: (A) an amount equal to 95 percent of that Luxembourg Guarantor’s net assets (capitaux propres), existing as at the Issue Date, as shown in its most recently and duly approved financial statements (comptes annuels) or, where relevant, in respect of the opening balance sheet for and profit and loss account, enforcing the newly established Luxembourg Guarantors; and (B) an amount equal to 95 percent Law of that Luxembourg Guarantor’s net assets (capitaux propres), existing as at the first date upon which the Trustee or a Holder makes written demand upon the relevant Luxembourg Guarantor to make payment in respect of the obligations guaranteed by the Luxembourg Guarantor, as shown in its most recently and duly approved financial statements (comptes annuels) or, where relevant, in respect of the opening balance sheet for the newly established Luxembourg Guarantors. For this purpose “net assets (capitaux propres)” will be determined in accordance with Article 34 of the Luxembourg Law dated 19 December 19, 2002, as amended, 2002 on the Register register of Commerce commerce and Companies, on companies and the accounting and annual accounts of the companies undertakings, as amended) (“Own Funds”) and amending certain other legal provisions. The limit in the preceding paragraph will not apply to the extent that the obligations guaranteed by a Luxembourg Guarantor relate to the Luxembourg Guarantor’s borrowings debt which is subordinated in right of payment (whether generally or specifically) to any obligations and liabilities under this Indenture and any other any First Lien Document or Second Lien Document (the “Lux Subordinated Debt”), as determined on the basis of the then latest available annual accounts of the Luxembourg Guarantor duly established in accordance with applicable accounting rules, as at the date on which the Luxembourg Guarantor is required to make any payment pursuant to this Indenture; and (b) of the sum of the Luxembourg Guarantor’s Subsidiaries’ borrowings or any other liabilities Own Funds and its Lux Subordinated Debt as at the date of this Indenture. Where for the purpose of the above determination, no duly established annual accounts are available for the relevant reference period (which, for the avoidance of doubt, includes a situation where, (i) in respect of the determination to be made under (a) and (b) above, no final annual accounts have been established in due time in respect of the then most recently ended financial year or (ii) the relevant annual accounts do not adequately reflect the status of the Own Funds and/or the Subordinated Debts as envisaged above) the Luxembourg Guarantor shall, promptly, establish unaudited interim accounts (as of the date of the end of the then most recent financial quarter) or annual accounts (as applicable) duly established in accordance with applicable accounting rules, pursuant to which the Luxembourg Guarantor’s Subsidiaries under this IndentureOwn Funds and Lux Subordinated Debt will be determined. If the Luxembourg Guarantor fails to provide such unaudited interim accounts or annual accounts (as applicable) within 30 Business Days as from the request of the Trustee (or such longer period as the Trustee may agree, in its sole discretion), the Notes and Trustee may appoint an independent auditor (réviseur d’entreprises agréé) or an independent reputable investment bank which shall undertake the Note Guarantee determination of a the Luxembourg Guarantor’s Own Funds and Lux Subordinated Debt. In order to prepare such determination, the independent auditor (réviseur d’entreprises agréé) or the independent reputable investment bank shall take into consideration such available elements and facts at such time, including without limitation, the latest annual accounts of the Luxembourg Guarantor and any entities in which it has a direct or indirect equity interest, any recent valuation of the assets of the Luxembourg Guarantor and any entities in which it has a direct or indirect equity interest (if available), in particular, the market value of the assets of the Luxembourg Guarantor and any entities in which it has a direct or indirect equity interest as if sold between a willing buyer and a willing seller as a going concern using a standard market multi criteria approach combining market multiples, book value, discounted cash flow or comparable public transaction of which price is known (taking into account circumstances at the time of the valuation and making all necessary adjustments to the assumption being used) and acting in a reasonable manner. (c) The above limitation shall not apply to: (1) any amounts borrowed under any First Lien Document or Second Lien Document and in each case made available, in any form whatsoever, to the Luxembourg Guarantor or any entity in which it has a direct or indirect equity interest; and (2) for the avoidance of doubt, any Luxembourg law security documentation.

Limitations for Luxembourg Guarantors. The Note Guarantee of any (a) Notwithstanding anything to the contrary contained in this Indenture, to the extent that the guaranty provided herein is granted by a Guarantor incorporated under the laws of Luxembourg law or whose registered office, place of effective management or centre of main interests (hereinafter, as that term is used in Article 3(1) of the EU Insolvency Regulation) is in Luxembourg (a “Luxembourg Guarantor”) shall be limited to ), the effect that, without limiting any specific exemptions set out below, no obligations guaranteed by maximum liability of a Luxembourg Guarantor will extend to include any obligation or liability if to do so would be unlawful financial assistance in respect of the acquisition of shares in itself under Article 49-6 of the Luxembourg Law dated August 10, 1915 on commercial companies, as amended, or if to do so would constitute a misuse of corporate assets (abus des biens sociaux) as defined at Article 171-1 of the Luxembourg Law dated August 10, 1915 on commercial companies, as amended. Notwithstanding any other provision in this Indenture, for the maximum amount payable by a Luxembourg Guarantor in respect obligations of the obligations guaranteed by Issuer and any other Guarantor which is not a direct or indirect Subsidiary of such Luxembourg Guarantor shall not, at any time, exceed be limited (without double counting) to an amount not exceeding the greater of: : (Ai) an amount equal to 95 percent 95% of that Luxembourg Guarantor’s net assets Net Assets (capitaux propresas defined below), existing as at increased by the Issue Dateamount of any debt of such Luxembourg Guarantor which is subordinated in right of payment (whether generally or specifically) to any claim of any Notes Secured Parties under any of the Note Documents (including any Intra-Group Liabilities (as defined below)) (the “Subordinated Debt”), each as shown reflected in its that Luxembourg Guarantor’s most recently and duly approved financial statements annual accounts (comptes annuels) or, where relevant, in respect and any (unaudited) interim financial statements signed by its board of managers (conseil de gérance) available to the opening balance sheet for Trustee at the newly established Luxembourg Guarantorsdate of this Indenture; and and (Bii) an amount equal to 95 percent 95% of that Luxembourg Guarantor’s net assets (capitaux propres)Net Assets, existing as at the first date upon which the Trustee or a Holder makes written demand upon the relevant Luxembourg Guarantor to make payment in respect of the obligations guaranteed increased by the amount of any Subordinated Debt, each as reflected in that Luxembourg Guarantor, as shown in its ’s most recently and duly approved financial statements annual accounts (comptes annuels) orand any (unaudited) interim financial statements signed by its board of managers (conseil de gérance) available to the Trustee at the time the guaranty is called. (b) For the purposes of this Section, where relevant“Net Assets” of any Luxembourg Guarantor means all the assets (actifs) minus its liabilities (provisions et dettes). (c) For the purposes of this Section, in respect “Intra-Group Liabilities” of any Luxembourg Guarantor means all any amounts owed by that Luxembourg Guarantor to the Issuer or any of its Subsidiaries and that have not been financed (directly or indirectly) by the issuance of the opening balance sheet for the newly established Luxembourg Guarantors. For this purpose “net assets (capitaux propres)” will be determined in accordance with Article 34 of the Luxembourg Law dated December 19, 2002, as amended, on the Register of Commerce and Companies, on accounting and annual accounts of the companies and amending certain other legal provisions. The limit in the preceding paragraph will not apply to the extent that the obligations guaranteed by a Luxembourg Guarantor relate to the Luxembourg Guarantor’s borrowings and to the Luxembourg Guarantor’s Subsidiaries’ borrowings or any other liabilities of the relevant Luxembourg Guarantor’s Subsidiaries under this Indenture, the Notes and the Note Guarantee of a Luxembourg GuarantorNotes.