Common use of Luxembourg Guarantee Limitations Clause in Contracts

Luxembourg Guarantee Limitations. Notwithstanding any other provision to the contrary provided in the Indenture, the Guarantee granted herein by any Guarantor which is incorporated and established under the laws of the Grand-Duchy of Luxembourg (a “Luxembourg Guarantor”) for the obligations of any entity which is not a direct or indirect subsidiary of such Luxembourg Guarantor (the “Limited Guarantee”) shall, together with any similar guarantee obligations of such Luxembourg Guarantor under the Debt Documents (as defined in the Intercreditor Agreement) and the Indenture, be limited at any time to an aggregate amount not exceeding the higher of: (i) ninety-five percent (95%) of such Luxembourg Guarantor’s capitaux propres (as referred to in article 34 of the Luxembourg law dated 19 December 2002 on the commercial register and annual accounts, as amended (the “2002 Law”)) determined as at the date on which a demand is made under the Limited Guarantee as stated in the Luxembourg Guarantor’s then most recently approved financial statements, increased by the amount of any Intra-Group Liabilities (as defined below); and (ii) ninety-five percent (95%) of such Luxembourg Guarantor’s capitaux propres (as referred to in article 34 of the 2002 Law) determined as at the date of this Amendment No. 2 as stated in the Luxembourg Guarantor’s most recently approved financial statements at such date, increased by the amount of any Intra-Group Liabilities.

Luxembourg Guarantee Limitations. Notwithstanding any other provision to the contrary provided in the Indenture, the Guarantee granted herein by any Guarantor which is incorporated and established under the laws of the Grand-Duchy of Luxembourg (a “Luxembourg Guarantor”) for the obligations of any entity which is not a direct or indirect subsidiary of such Luxembourg Guarantor (the “Limited Guarantee”) shall, together with any similar guarantee obligations of such Luxembourg Guarantor under the Debt Documents (as defined in the Intercreditor Agreement) and the Indenture, be limited at any time to an aggregate amount not exceeding the higher of: (i) ninety-five percent (95%) of such Luxembourg Guarantor’s capitaux propres (as referred to in article 34 of the Luxembourg law dated 19 December 2002 on the commercial register and annual accounts, as amended (the “2002 Law”)) determined as at the date on which a demand is made under the Limited Guarantee as stated in the Luxembourg Guarantor’s then most recently approved financial statements, increased by the amount of any Intra-Group Liabilities (as defined below); and (ii) ninety-five percent (95%) of such Luxembourg Guarantor’s capitaux propres (as referred to in article 34 of the 2002 Law) determined as at the date of this Amendment No. 2 3 as stated in the Luxembourg Guarantor’s most recently approved financial statements at such date, increased by the amount of any Intra-Group Liabilities.

Luxembourg Guarantee Limitations. (1) Notwithstanding any other provision to the contrary provided in the of this Indenture, the Guarantee granted herein by maximum liability of any Luxembourg Guarantor which is incorporated and established under the laws of the Grand-Duchy of Luxembourg (a “Luxembourg Guarantor”) this Indenture for the obligations of the Issuer or any entity Guarantor which is not a direct or indirect subsidiary of such the Luxembourg Guarantor (the “Limited Guarantee”) shall, together with any similar guarantee obligations of such Luxembourg Guarantor under the Debt Documents (as defined in the Intercreditor Agreement) and the Indenture, shall be limited at any time to an aggregate amount not exceeding the higher of: (i) ninety-ninety five percent (95%) per cent. of such Luxembourg Guarantor’s own funds (capitaux propres (propres), as referred to in article 34 of the Luxembourg law dated 19 December 19, 2002 on the commercial register and annual accounts, accouonts as amended (the “2002 Law”), and as implemented by the Gran-Ducal regulation dated December 18, 2015 setting out the form and the content of the presentation fo the balance sheet and profit and loss account (the “Regulation”)), increased by the amount of any Intra-Group Liabilities (defined below) each reflected in that Luxembourg Guarantor’s most recent financial statements and, prior to the delivery of the first financial statements, other relevant documents available to the Trustee and determined as at the date of this Indenture; and (ii) ninety five (95) per cent. of such Luxembourg Guarantor’s own funds (capitaux propres), as referred to in article 34 of the 2002 Law as implemented by the Regulation, increased by the amount of any Intra-Group Liabilities each as reflected in the Luxembourg Guarantor’s most recent financial statements and prior to the delivery of the first financial statements, other relevant documents available to the Trustee and determined as at the date on which a demand is made under the Limited Guarantee as stated in the Luxembourg Guarantor’s then most recently approved financial statements, increased by the amount of any Intra-Group Liabilities (as defined below); andguarantee. (ii2) ninety-five percent (95%) of such Luxembourg Guarantor’s capitaux propres (as referred to in article 34 of For the 2002 Law) determined as at the date purposes of this Amendment No. 2 as stated in the Luxembourg Guarantor’s most recently approved financial statements at such dateSection 11.03(b), increased by the amount of any “Intra-Group Liabilities” means all existing liabilities owed by the Luxembourg Guarantor to any other member of the group of companies to which it belongs and that have not been financed (directly or indirectly) by a borrowing under this Indenture.