Common use of Limitations — Germany Clause in Contracts

Limitations — Germany. (a) Each holder of Notes agrees that its right to enforce any guarantee or indemnity granted by a Subsidiary Guarantor incorporated in Germany which is constituted in the form of a limited partnership (Kommanditgesellschaft) with a limited liability company (Gesellschaft mit beschränkter Haftung) as general partner (GmbH & Co. KG) or a limited liability company (Gesellschaft mit beschränkter Haftung GmbH) (each a “Relevant German Obligor”) shall, if and to the extent that such guarantee or indemnity is an up-stream or cross-stream security which secures liabilities of the Relevant German Obligor’s shareholders or of an affiliated company (verbundenes Unternehmen) of any such shareholder within the meaning of §15 of the German Stock Corporation Act (Aktiengesetz) of such Relevant German Obligor, at all times be limited if and to the extent that (i) the enforcement of the guarantee granted by the Relevant German Obligor would cause the Relevant German Obligor’s, and, in the case of a GmbH & Co. KG, also such Relevant German Obligor’s general partner’s, assets (the calculation of which shall include all items set forth in §266(2) A, B, and C of the German Commercial Code (Handelsgesetbuch) less the Relevant German Obligor’s or in the case of a GmbH & Co. KG, such Relevant German Obligor’s general partner’s, liabilities (the calculation of which shall take into account the captions reflected in §266(3) B, C (but disregarding, for the avoidance of doubt, the Relevant German Obligor’s liabilities under this Agreement and D of the German Commercial Code) (the “Net Asset”), being less than its respective registered share capital (Stammkapital) plus reserves for its own shares (Rücklage für eigene Anteile) (the aggregate of the registered share capital and the shares for its own shares, the “Protected Capital”) (Begruendung einer Unterbilanz) or (ii) where the amount of the Relevant German Obligor’s Net Assets (or the Net Assets of its general partner if the Relevant German Obligor is a GmbH & Co. KG) are already less than its Protected Capital causing such amount to be further reduced (Vertiefung einer Unterbilanz). UTi Worldwide Inc. Note Purchase Agreement (b) For the purposes of the calculation of the amounts to which enforcement is limited, the following balance sheet items shall be adjusted as follows: (i) the amount of any increase after the date of this Agreement of the Relevant German Obligor’s, or, in the case of a German GmbH & Co. KG, its general partner’s, registered share capital (1) which has been effected without the prior written consent of the Required Holders and which is made out of retained earnings (Kapitalerhöhug aus Gesellschaftsmitteln) or (2) to the extent that it is not fully paid up shall be deducted from the share capital; and (ii) loans and other contractual liabilities incurred in violation of any Financing Agreement shall be disregarded. (c) The limitations set out in paragraphs (a) and (b) above shall only apply if: (i) within five (5) Business Days following the receipt of notice of enforcement of the guarantee the managing directors of the Relevant German Obligor have confirmed in writing to the holders of Notes (A) to what extent the guarantee is an up-stream or cross-stream security and (B) the amount which cannot be enforced due to it causing the Net Assets of the Relevant German Obligor to fall below its stated share capital and such confirmation is supported by interim financial statements up to the end of the last completed calendar month (the “Management Determination”); or (ii) within ten (10) Business Days from the date the Required Holders have contested the Management Determination the holders of Notes receive an up to date balance sheet drawn-up by a firm of auditors of international standard and repute together with a determination of the Net Assets. Such balance sheet and determination of Net Assets shall be prepared in accordance with accounting principles pursuant to the German Commercial Code (Handelsgesetzbuch) and be based on the same principles that were applied when establishing the previous year’s balance sheet. (d) Should the Relevant German Obligor fail to deliver such balance sheets and/or determinations of the Net Assets within the time periods referred to above the holders of Notes shall be entitled to enforce the security granted under this Agreement subject only to paragraphs (a) and (b) above. (e) For the avoidance of doubt, nothing in this Agreement shall be interpreted as a restriction or limitation of: (i) the enforcement of the guarantee to the extent such guarantee guarantees obligations of a Subsidiary Guarantor incorporated in Germany itself or obligations of any of its 100% owned subsidiaries or (ii) the enforcement of any claim of any holder of Notes against the Company (in such capacity) under this Agreement. UTi Worldwide Inc. Note Purchase Agreement

Limitations — Germany. (a) Each holder of Notes agrees that its right to enforce any guarantee or indemnity granted by a Subsidiary Guarantor incorporated in Germany which is constituted in the form of a limited partnership (Kommanditgesellschaft) with a limited liability company (Gesellschaft mit beschränkter Haftung) as general partner (GmbH & Co. KG) or a limited liability company (Gesellschaft mit beschränkter Haftung GmbH) (each a “Relevant German Obligor”") shall, if and to the extent that such guarantee or indemnity is an up-stream or cross-stream security which secures liabilities of the Relevant German Obligor’s shareholders or of an affiliated company (verbundenes Unternehmen) of any such shareholder within the meaning of §15 of the German Stock Corporation Act (Aktiengesetz) of such Relevant German Obligor, at all times be limited if and to the extent that (i) the enforcement of the guarantee granted by the Relevant German Obligor would cause the Relevant German Obligor’s, and, in the case of a GmbH & Co. KG, also such Relevant German Obligor’s general partner’s, assets (the calculation of which shall include all items set forth in §266(2) A, B, and C of the German Commercial Code (Handelsgesetbuch) less the Relevant German Obligor’s or in the case of a GmbH & Co. KG, such Relevant German Obligor’s general partner’s, liabilities (the calculation of which shall take into account the captions reflected in §266(3) B, C (but disregarding, for the avoidance of doubt, the Relevant German Obligor’s liabilities under this Agreement and D of the German Commercial Code) (the “Net Asset”"), being less than its respective registered share capital (Stammkapital) plus reserves for its own shares (Rücklage für eigene Anteile) (the aggregate of the registered share capital and the shares for its own shares, the “Protected Capital”") (Begruendung einer Unterbilanz) or (ii) where the amount of the Relevant German Obligor’s Net Assets (or the Net Assets of its general partner if the Relevant German Obligor is a GmbH & Co. KG) are already less than its Protected Capital causing such amount to be further reduced (Vertiefung einer Unterbilanz). UTi Worldwide Inc. Note Purchase Agreement. (b) For the purposes of the calculation of the amounts to which enforcement is limited, the following balance sheet items shall be adjusted as follows: (i) the amount of any increase after the date of this Agreement of the Relevant German Obligor’s, or, in the case of a German GmbH & Co. KG, its general partner’s, registered share capital (1) which has been effected without the prior written consent of the Required Holders and which is made out of retained earnings (Kapitalerhöhug aus Gesellschaftsmitteln) or (2) to the extent that it is not fully paid up shall be deducted from the share capital; and (ii) loans and other contractual liabilities incurred in violation of any Financing Agreement shall be disregarded. (c) The limitations set out in paragraphs (a) and (b) above shall only apply if: (i) within five (5) Business Days following the receipt of notice of enforcement of the guarantee the managing directors of the Relevant German Obligor have confirmed in writing to the holders of Notes (A) to what extent the guarantee is an up-stream or cross-stream security and (B) the amount which cannot be enforced due to it causing the Net Assets of the Relevant German Obligor to fall below its stated share capital and such confirmation is supported by interim financial statements up to the end of the last completed calendar month (the “Management Determination”"); or (ii) within ten (10) Business Days from the date the Required Holders have contested the Management Determination the holders of Notes receive an up to date balance sheet drawn-up by a firm of auditors of international standard and repute together with a determination of the Net Assets. Such balance sheet and determination of Net Assets shall be prepared in accordance with accounting principles pursuant to the German Commercial Code (Handelsgesetzbuch) and be based on the same principles that were applied when establishing the previous year’s balance sheet.. UTi Worldwide Inc. Note Purchase Agreement (d) Should the Relevant German Obligor fail to deliver such balance sheets and/or determinations of the Net Assets within the time periods referred to above the holders of Notes shall be entitled to enforce the security granted under this Agreement subject only to paragraphs (a) and (b) above. (e) For the avoidance of doubt, nothing in this Agreement shall be interpreted as a restriction or limitation of: (i) the enforcement of the guarantee to the extent such guarantee guarantees obligations of a Subsidiary Guarantor incorporated in Germany itself or obligations of any of its 100% owned subsidiaries Wholly-Owned Subsidiaries or (ii) the enforcement of any claim of any holder of Notes against the Company (in such capacity) under this Agreement. UTi Worldwide Inc. Note Purchase Agreement.

Limitations — Germany. (a) Each holder of Notes agrees that its right to enforce any guarantee or indemnity granted by a Subsidiary Guarantor incorporated in Germany which is constituted in the form of a limited partnership (Kommanditgesellschaft) with a limited liability company (Gesellschaft mit beschränkter Haftung) as general partner (GmbH & Co. KG) or a limited liability company (Gesellschaft mit beschränkter Haftung GmbH) (each a “Relevant German Obligor”) shall, if and to the extent that such guarantee or indemnity is an up-stream or cross-stream security which secures liabilities of the Relevant German Obligor’s 's shareholders or of an affiliated company (verbundenes Unternehmen) of any such shareholder within the meaning of §15 of the German Stock Corporation Act (Aktiengesetz) of such Relevant German Obligor, at all times be limited if and to the extent that (i) the enforcement of the guarantee granted by the Relevant German Obligor would cause the Relevant German Obligor’s, and, in the case of a GmbH & Co. KG, also such Relevant German Obligor’s general partner’s, assets (the calculation of which shall include all items set forth in §266(2) A, B, and C of the German Commercial Code (Handelsgesetbuch) less the Relevant German Obligor’s or in the case of a GmbH & Co. KG, such Relevant German Obligor’s general partner’s, liabilities (the calculation of which shall take into account the captions reflected in §266(3) B, C (but disregarding, for the avoidance of doubt, the Relevant German Obligor’s liabilities under this Agreement and D of the German Commercial Code) (the “Net Asset”), being less than its respective registered share capital (Stammkapital) plus reserves for its own shares (Rücklage für eigene Anteile) (the aggregate of the registered share capital and the shares for its own shares, the “Protected Capital”) (Begruendung einer Unterbilanz) or (ii) where the amount of the Relevant German Obligor’s 's Net Assets (or the Net Assets of its general partner if the Relevant German Obligor is a GmbH & Co. KG) are already less than its Protected Capital causing such amount to be further reduced (Vertiefung einer Unterbilanz). UTi Worldwide Inc. Note Purchase Agreement. (b) For the purposes of the calculation of the amounts to which enforcement is limited, the following balance sheet items shall be adjusted as follows: (i) the amount of any increase after the date of this Agreement of the Relevant German Obligor’s, or, in the case of a German GmbH & Co. KG, its general partner’s's, registered share capital (1) which has been effected without the prior written consent of the Required Holders and which is made out of retained earnings (Kapitalerhöhug aus Gesellschaftsmitteln) or (2) to the extent that it is not fully paid up shall be deducted from the share capital; and (ii) loans and other contractual liabilities incurred in violation of any Financing Agreement shall be disregarded. (c) The limitations set out in paragraphs (a) and (b) above shall only apply if: (i) within five (5) Business Days following the receipt of notice of enforcement of the guarantee the managing directors of the Relevant German Obligor have confirmed in writing to the holders of Notes (A) to what extent the guarantee is an up-stream or cross-stream security and (B) the amount which cannot be enforced due to it causing the Net Assets of the Relevant German Obligor to fall below its stated share capital and such confirmation is supported by interim financial statements up to the end of the last completed calendar month (the “Management Determination”); oror UTI Worldwide Inc. Note Purchase Agreement (ii) within ten (10) Business Days from the date the Required Holders have contested the Management Determination the holders of Notes receive an up to date balance sheet drawn-up by a firm of auditors of international standard and repute together with a determination of the Net Assets. Such balance sheet and determination of Net Assets shall be prepared in accordance with accounting principles pursuant to the German Commercial Code (Handelsgesetzbuch) and be based on the same principles that were applied when establishing the previous year’s 's balance sheet. (d) Should the Relevant German Obligor fail to deliver such balance sheets and/or determinations of the Net Assets within the time periods referred to above the holders of Notes shall be entitled to enforce the security granted under this Agreement subject only to paragraphs (a) and (b) above. (e) For the avoidance of doubt, nothing in this Agreement shall be interpreted as a restriction or limitation of: (i) the enforcement of the guarantee to the extent such guarantee guarantees obligations of a Subsidiary Guarantor incorporated in Germany itself or obligations of any of its 100% owned subsidiaries Wholly-Owned Subsidiaries or (ii) the enforcement of any claim of any holder of Notes against the Company (in such capacity) under this Agreement. UTi Worldwide Inc. Note Purchase Agreement.

Limitations — Germany. (a) Each holder of Notes The Lender agrees that its right to enforce any guarantee Guarantee or indemnity granted by a Subsidiary Guarantor incorporated in Germany which is constituted in the form of a limited partnership (Kommanditgesellschaft) with a limited liability company (Gesellschaft mit beschränkter Haftung) as general partner (GmbH & Co. KG) or a limited liability company (Gesellschaft mit beschränkter Haftung GmbH) (each a “Relevant German Obligor”) shall, if and to the extent that such guarantee or indemnity is an up-stream or cross-stream security which secures liabilities of the Relevant German Obligor’s shareholders or of an affiliated company (verbundenes Unternehmen) of any such shareholder within the meaning of §section 15 of the German Stock Corporation Act (Aktiengesetz) of such Relevant German Obligor, at all times be limited if and to the extent that (i) the enforcement of the guarantee granted by the Relevant German Obligor would cause the Relevant German Obligor’s, and, in the case of a GmbH & Co. KG, also such Relevant German Obligor’s general partner’s, assets (the calculation of which shall include all items set forth in §section 266(2) A, B, and C of the German Commercial Code (Handelsgesetbuch) less the Relevant German Obligor’s or in the case of a GmbH & Co. KG, such Relevant German Obligor’s general partner’s, liabilities (the calculation of which shall take into account the captions reflected in §section 266(3) B, C (but disregarding, for the avoidance of doubt, the Relevant German Obligor’s liabilities under this Agreement and D of the German Commercial Code) (the “Net Asset”), being less than its respective registered share capital (Stammkapital) plus reserves for its own shares (Rücklage für eigene Anteile) (the aggregate of the registered share capital and the shares for its own shares, the “Protected Capital”) (Begruendung einer Unterbilanz) or (ii) where the amount of the Relevant German Obligor’s Net Assets (or the Net Assets of its general partner if the Relevant German Obligor is a GmbH & Co. KG) are already less than its Protected Capital causing such amount to be further reduced (Vertiefung einer Unterbilanz). UTi Worldwide Inc. Note Purchase Agreement. (b) For the purposes of the calculation of the amounts to which enforcement is limited, the following balance sheet items shall be adjusted as follows: (i) the amount of any increase after the date of this Agreement of the Relevant German Obligor’s, or, in the case of a German GmbH & Co. KG, its general partner’s, registered share capital (1) which has been effected without the prior written consent of the Required Holders and which is made out of retained earnings (Kapitalerhöhug aus Gesellschaftsmitteln) or (2) to the extent that it is not fully paid up shall be deducted from the share capital; and (ii) loans and other contractual liabilities incurred in violation of any Financing Agreement shall be disregarded. (c) The limitations set out in paragraphs (a) and (b) above shall only apply if: (i) within five (5) Business Days following the receipt of notice of enforcement of the guarantee Guarantee the managing directors of the Relevant German Obligor have confirmed in writing to the holders of Notes Lender (A) to what extent the guarantee Guarantee is an up-stream or cross-stream security and (B) the amount which cannot be enforced due to it causing the Net Assets of the Relevant German Obligor to fall below its stated share capital and such confirmation is supported by interim financial statements up to the end of the last completed calendar month (the “Management Determination”); or (ii) within ten (10) 10 Business Days from the date the Required Holders have contested the Management Determination the holders of Notes receive Lender receives an up to date balance sheet drawn-up by a firm of auditors of international standard and repute together with a determination of the Net Assets. Such balance sheet and determination of Net Assets shall be prepared in accordance with accounting principles pursuant to the German Commercial Code (Handelsgesetzbuch) and be based on the same principles that were applied when establishing the previous year’s balance sheet. (d) Should the Relevant German Obligor fail to deliver such balance sheets and/or determinations of the Net Assets within the time periods referred to above the holders of Notes shall be entitled to enforce the security granted under this Agreement subject only to paragraphs (a) and (b) above. (e) For the avoidance of doubt, nothing in this Agreement shall be interpreted as a restriction or limitation of: (i) the enforcement of the guarantee Guarantee to the extent such guarantee Guarantee guarantees obligations of a Subsidiary Guarantor incorporated in Germany itself or obligations of any of its 100% owned subsidiaries Wholly-Owned Subsidiaries; or (ii) the enforcement of any claim of any holder of Notes the Lender against the Company Borrower (in such capacity) under this Agreement. UTi Worldwide Inc. Note Purchase Agreement.

Limitations — Germany. (a) Each holder of Notes Finance Party agrees that its right to enforce any guarantee or indemnity granted by a Subsidiary Global Guarantor incorporated in Germany which is constituted in the form of a limited partnership (Kommanditgesellschaft) with a limited liability company (Gesellschaft mit beschränkter beschrankter Haftung) as general partner (GmbH & Co. KG) or a limited liability company (Gesellschaft mit beschränkter beschrankter Haftung GmbH) (each a “Relevant German Obligor”RELEVANT GERMAN OBLIGOR) shall, if and to the extent that such guarantee or indemnity is an up-stream or cross-stream security which secures liabilities of the Relevant German Obligor’s 's shareholders or of an affiliated company (verbundenes Unternehmen) of any such shareholder within the meaning of §Sectiion 15 of the German Stock Corporation Act (Aktiengesetz) of such Relevant German Obligor (other than such Relevant German Obligor's Subsidiaries) which are not, without accounting for the direct and indirect interest of the Relevant German Obligor in such subsidiary, directly or indirectly, more than 50 per cent. owned by any of the Relevant German Obligor's shareholders), at all times be limited if and to the extent that (i) the enforcement of the guarantee granted by the Relevant German Obligor would cause the Relevant German Obligor’s's, and, in the case of a GmbH & Co. KG, also such Relevant German Obligor’s 's general partner’s's, assets (the calculation of which shall include all items set forth in §Section 266(2) A, B, and C of the German Commercial Code (HandelsgesetbuchHandelsgesetzbuch) less the Relevant German Obligor’s 's or in the case of a GmbH & Co. KG, such Relevant German Obligor’s 's general partner’s's, liabilities (the calculation of which shall take into account the captions reflected in §Section 266(3) B, C (but disregarding, for the avoidance of doubt, the Relevant German Obligor’s 's liabilities under this Agreement and D of the German Commercial Code) (the “Net Asset”NET ASSET), being less than its respective registered share capital (Stammkapital) plus reserves for its own shares (Rücklage für Rucklage fur eigene Anteile) (the aggregate of the registered share capital and the shares for its own shares, the “Protected Capital”PROTECTED CAPITAL) (Begruendung einer Unterbilanz) or (ii) where the amount of the Relevant German Obligor’s Net 's net Assets (or the Net Assets of its general partner if the Relevant German Obligor is a GmbH & &Co. KG) are already less than its Protected Capital causing such amount to be further reduced (Vertiefung einer Unterbilanz). UTi Worldwide Inc. Note Purchase Agreement. (b) For the purposes of the calculation of the amounts to which enforcement is limited, the following balance sheet items shall be adjusted as followsof: (i) the amount of any increase after the date of this Agreement of the Relevant German Obligor’s's, or, in the case of a German GmbH & Co. KG, its general partner’s's, registered share capital (1) which has been effected without the prior written consent of the Required Holders Global Facility Agent and which is made out of retained earnings (Kapitalerhöhug Kapitalerhohug aus Gesellschaftsmitteln) or (2) to the extent that it is not fully paid up shall be deducted from the share capital; and (ii) loans and other contractual liabilities incurred in violation of any Financing Agreement Finance Document shall be disregarded. (c) The limitations set out in paragraphs (a) and (b) above shall only apply if: (i) within five (5) 5 Global Business Days following the receipt of notice of enforcement of the guarantee the managing directors of the Relevant German Obligor have confirmed in writing to the holders of Notes Global Facility Agent (A) to what extent the guarantee is an up-stream or cross-stream security and (B) the amount which cannot be enforced due to it causing the Net Assets of the Relevant German Obligor to fall below its stated share capital and such confirmation is supported by interim financial statements up to the end of the last completed calendar month (the “Management Determination”MANAGEMENT DETERMINATION); or (ii) within ten (10) 10 Global Business Days from the date the Required Holders have Global Facility Agent has contested the Management Determination the holders of Notes receive Global Facility Agent receives an up to date balance sheet drawn-up by a firm of auditors of international standard and repute together with a determination of the Net Assets. Such balance sheet and determination of Net Assets shall be prepared in accordance with accounting principles pursuant to the German Commercial Code (Handelsgesetzbuch) and be based on the same principles that were applied when establishing the previous year’s 's balance sheet. (d) Should the Relevant German Obligor fail to deliver such balance sheets and/or determinations of the Net Assets within the time periods referred to above the holders of Notes Finance Parties shall be entitled to enforce the security granted under this Agreement subject only to paragraphs (a) and (b) above. (e) For the avoidance of doubt, nothing in this Agreement shall be interpreted as a restriction or limitation of: (i) the enforcement of the guarantee to the extent such guarantee guarantees obligations of a Subsidiary Global Guarantor incorporated in Germany itself or obligations of any of its 100% owned direct or indirect subsidiaries or (ii) the enforcement of any claim of any holder of Notes Finance Party against the Company a Borrower (in such capacity) under this Agreement. UTi Worldwide Inc. Note Purchase Agreement.

Limitations — Germany. (a) Each holder of Notes agrees that its right to enforce any guarantee or indemnity granted by a Subsidiary Guarantor incorporated in Germany which is constituted in the form of a limited partnership (Kommanditgesellschaft) with a limited liability company (Gesellschaft mit beschränkter beschrankter Haftung) as general partner (GmbH & Co. KG) or a limited liability company (Gesellschaft mit beschränkter beschrankter Haftung GmbH) (each a “"Relevant German Obligor”") shall, if and to the extent that such guarantee or indemnity is an up-stream or cross-stream security which secures liabilities of the Relevant German Obligor’s 's shareholders or of an affiliated company (verbundenes Unternehmen) of any such shareholder within the meaning of §Section 15 of the German Stock Corporation Act (Aktiengesetz) of such Relevant German Obligor (other than such Relevant German Obligor's Subsidiaries) which are not, without accounting for the direct and indirect interest of the Relevant German Obligor in such subsidiary, directly or indirectly, more than 50% owned by any of the Relevant German Obligor's shareholders), at all times be limited if and to the extent that (i) the enforcement of the guarantee granted by the Relevant German Obligor would cause the Relevant German Obligor’s's, and, in the case of a GmbH & Co. KG, also such Relevant German Obligor’s 's general partner’s's, assets (the calculation of which shall include all items set forth in §Section 266(2) A, B, and C of the German Commercial Code (Handelsgesetbuch) less the Relevant German Obligor’s 's or in the case of a GmbH & Co. KG, such Relevant German Obligor’s 's general partner’s's, liabilities (the calculation of which shall take into account the captions reflected in §Section 266(3) B, C (but disregarding, for the avoidance of doubt, the Relevant German Obligor’s 's liabilities under this Agreement and D of the German Commercial Code) (the “"Net Asset”"), being less than its respective registered share capital (Stammkapital) plus reserves for its own shares (Rücklage für Rucklage fur eigene Anteile) (the aggregate of the registered share capital and the shares for its own shares, the “"Protected Capital”") (Begruendung einer Unterbilanz) or (ii) where the amount of the Relevant German Obligor’s 's Net Assets (or the Net Assets of its general partner if the Relevant German Obligor is a GmbH & Co. KG) are already less than its Protected Capital causing such amount to be further reduced (Vertiefung einer Unterbilanz). UTi Worldwide Inc. Note Purchase Agreement. (b) For the purposes of the calculation of the amounts to which enforcement is limited, the following balance sheet items shall be adjusted as followsof: (i) the amount of any increase after the date of this Agreement of the Relevant German Obligor’s's, or, in the case of a German GmbH & Co. KG, its general partner’s's, registered share capital (1) which has been effected without the prior written consent of the Required Holders and which is made out of retained earnings (Kapitalerhöhug Kapitalerhohug aus Gesellschaftsmitteln) or (2) to the extent that it is not fully paid up shall be deducted from the share capital; and (ii) loans and other contractual liabilities incurred in violation of any Financing Agreement shall be disregarded. (c) The limitations set out in paragraphs (a) and (b) above shall only apply if: (i) within five (5) Business Days following the receipt of notice of enforcement of the guarantee the managing directors of the Relevant German Obligor have confirmed in writing to the holders of Notes (ANotes(A) to what extent the guarantee is an up-stream or cross-stream security and (B) the amount which cannot be enforced due to it causing the Net Assets of the Relevant German Obligor to fall below its stated share capital and such confirmation is supported by interim financial statements up to the end of the last completed calendar month (the “"Management Determination”"); or (ii) within ten (10) Business Days from the date the Required Holders have contested the Management Determination the holders of Notes receive an up to date balance sheet drawn-up by a firm of auditors of international standard and repute together with a determination of the Net Assets. Such balance sheet and determination of Net Assets shall be prepared in accordance with accounting principles pursuant to the German Commercial Code (Handelsgesetzbuch) and be based on the same principles that were applied when establishing the previous year’s 's balance sheet. (d) Should the Relevant German Obligor fail to deliver such balance sheets and/or determinations of the Net Assets within the time periods referred to above the holders of Notes shall be entitled to enforce the security granted under this Agreement subject only to paragraphs (a) and (b) above. (e) For the avoidance of doubt, nothing in this Agreement shall be interpreted as a restriction or limitation of: (i) the enforcement of the guarantee to the extent such guarantee guarantees obligations of a Subsidiary Guarantor incorporated in Germany itself or obligations of any of its 100% owned direct or indirect subsidiaries or (ii) the enforcement of any claim of any holder of Notes against the Company (in such capacity) under this Agreement. UTi Worldwide Inc. Note Purchase Agreement.

Limitations — Germany. (a) Each holder of Notes The Lender agrees that its right to enforce any guarantee or indemnity granted by a Subsidiary Guarantor incorporated in Germany which is constituted in the form of a limited partnership (Kommanditgesellschaft) with a limited liability company (Gesellschaft mit beschränkter Haftung) as general partner (GmbH & Co. KG) or a limited liability company (Gesellschaft mit beschränkter Haftung – GmbH) (each a “Relevant German Obligor”) shall, if and to the extent that such guarantee or indemnity is an up-stream or cross-stream security which secures liabilities of the Relevant German Obligor’s shareholders or of an affiliated company (verbundenes Unternehmen) of any such shareholder within the meaning of §15 of the German Stock Corporation Act (Aktiengesetz) of such Relevant German Obligor, at all times be limited if and to the extent that (i) the enforcement of the guarantee granted by the Relevant German Obligor would cause the Relevant German Obligor’s, and, in the case of a GmbH & Co. KG, also such Relevant German Obligor’s general partner’s, assets (the calculation of which shall include all items set forth in §266(2) A, B, and C of the German Commercial Code (HandelsgesetbuchHandelsgesetzbuch) less the Relevant German Obligor’s or in the case of a GmbH & Co. KG, such Relevant German Obligor’s general partner’s, liabilities (the calculation of which shall take into account the captions reflected in §266(3) B, C (but disregarding, for the avoidance of doubt, the Relevant German Obligor’s liabilities under this Agreement and D of the German Commercial Code) (the “Net Asset”), being less than its respective registered share capital (Stammkapital) plus reserves for its own shares (Rücklage für eigene Anteile) (the aggregate of the registered share capital and the shares reserves for its own shares, the “Protected Capital”) (Begruendung Begüendung einer Unterbilanz) or (ii) where the amount of the Relevant German Obligor’s Net Assets (or the Net Assets of its general partner if the Relevant German Obligor is a GmbH & Co. KG) are already less than its Protected Capital causing such amount to be further reduced (Vertiefung einer Unterbilanz). UTi Worldwide Inc. Note Purchase Agreement. (b) For the purposes of the calculation of the amounts to which enforcement is limited, the following balance sheet items shall be adjusted as follows: (i) the amount of any increase after the date of this Agreement Effective Date of the Relevant German Obligor’s, or, in the case of a German GmbH & Co. KG, its general partner’s, registered share capital (1) which has been effected without the prior written consent of the Required Holders Lender and which is made out of retained earnings (Kapitalerhöhug aus Gesellschaftsmitteln) or (2) to the extent that it is not fully paid up shall be deducted from the share capital; and (ii) loans and other contractual liabilities incurred in violation of any Financing Agreement shall be disregarded.. UTi Worldwide Inc. Nedbank Facilities Agreement (c) The limitations set out in paragraphs (a) and (b) above shall only apply if: (i) within five (5) Business Days following the receipt of notice of enforcement of the guarantee the managing directors of the Relevant German Obligor have confirmed in writing to the holders of Notes Lender (A) to what extent the guarantee is an up-stream or cross-stream security and (B) the amount which cannot be enforced due to it causing the Net Assets of the Relevant German Obligor to fall below its stated share capital and such confirmation is supported by interim financial statements up to the end of the last completed calendar month (the “Management Determination”); or (ii) within ten (10) Business Days from the date the Required Holders have Lender has contested the Management Determination the holders of Notes receive Lender receives an up to date balance sheet drawn-up by a firm of auditors of international standard and repute together with a determination of the Net Assets. Such balance sheet and determination of Net Assets shall be prepared in accordance with accounting principles pursuant to the German Commercial Code (Handelsgesetzbuch) and be based on the same principles that were applied when establishing the previous year’s balance sheet. (d) Should the Relevant German Obligor fail to deliver such balance sheets and/or determinations of the Net Assets within the time periods referred to above above, the holders of Notes Lender shall be entitled to enforce the security granted under this Agreement subject only to paragraphs (a) and (b) above. (e) For the avoidance of doubt, nothing in this Agreement shall be interpreted as a restriction or limitation of: (i) the enforcement of the guarantee to the extent such guarantee guarantees obligations of a Subsidiary Guarantor incorporated in Germany itself or obligations of any of its 100% owned subsidiaries Wholly-Owned Subsidiaries; or (ii) the enforcement of any claim of any holder of Notes the Lender against the Company (in such capacity) under this Agreement. UTi Worldwide Inc. Note Purchase Agreement.