Common use of Luxembourg Guarantor Clause in Contracts

Luxembourg Guarantor. The obligations and liabilities of a Luxembourg Guarantor under Article VII (Guarantee) of this Agreement and the Secured Obligations secured by the Collateral granted by such Luxembourg Guarantor pursuant to the Loan Documents shall at no time, in the aggregate, exceed an amount equal to the maximum financial capacity of such Luxembourg Guarantor, such maximum financial capacity being limited to ninety-five percent (95%) of the net Luxembourg Guarantor’s capitaux propres (as referred to in article 34 of the Luxembourg law of 19th December 2002 on the commercial register and annual accounts, where the capitaux propres mean the shareholders’ equity (including the share capital, share premium, legal and statutory reserves, other reserves, profit and losses carried forward, investment subsidies and regulated provisions) of such Luxembourg Guarantor as shown in the latest financial statements (comptes annuels) available at the date of the relevant payment hereunder and approved by the shareholders of such Luxembourg Guarantor and certified by the statutory auditor as the case may be or as applicable its external auditor (“réviseur d’entreprises”), if required by law; provided that these restrictions shall not apply to the extent of (i) the total payment obligations of such Luxembourg Guarantor’s Subsidiaries under the Loan Documents; and (ii) the payment obligations of any Loan Party where that Loan Party is not a subsidiary of the Luxembourg Guarantor, up to an amount equal to the amounts borrowed (directly or indirectly) by way of intra-group loans from such Loan Party by such Luxembourg Guarantor or such Luxembourg Guarantor’s Subsidiaries. The obligations and liabilities of a Luxembourg Guarantor under Article VII (Guarantee) of this Agreement shall not include any obligation which, if incurred, would constitute either (a) a misuse of corporate assets as defined under Article 171-1 of the Luxembourg Company Act of August 10, 1915, as amended from time to time, (the “Luxembourg Company Act”) or (b) financial assistance.

Luxembourg Guarantor. The (a) If and to the extent that the obligations of the Luxembourg Guarantor under this Guarantee are for the exclusive benefit of the Luxembourg Guarantor’s direct and indirect parent entities and Affiliates (except the Luxembourg Guarantor’s (direct or indirect) Subsidiaries), the following shall apply: (i) Notwithstanding any thing to the contrary, (A) the obligations and liabilities of a the Luxembourg Guarantor under Article VII this Guarantee and (GuaranteeB) of this Agreement and the Secured Obligations obligations secured by the Collateral granted by such Luxembourg Guarantor pursuant to the this Agreement and any other Loan Documents Documents, shall at no time, in the aggregate, exceed an amount equal to the maximum financial capacity of such Luxembourg Guarantor, such maximum financial capacity being limited to ninety-five percent per cent (95%) of the net Luxembourg Guarantor’s ’ capitaux propres (as referred to in article 34 of the Luxembourg law of 19th December 2002 19, 2002, on the commercial register and annual accounts, where the capitaux propres mean the shareholders’ equity (including the share capital, share premium, legal and statutory reserves, other reserves, profit and losses carried forward, investment subsidies and regulated provisions) of such Luxembourg Guarantor as shown in the latest financial statements (comptes annuels) available at the date of the relevant payment hereunder and approved by the shareholders of such Luxembourg Guarantor and certified by the statutory auditor auditor, as the case may be be, or as applicable its external auditor (“réviseur d’entreprises”), if required by law; provided that these . (ii) None of the above restrictions shall not apply to the extent of of: (iA) the total payment obligations of such Luxembourg Guarantor’s Subsidiaries under the this Agreement and any other Loan Documents; and (iiB) the payment obligations of any Loan Party where that Loan Party is not a subsidiary of the Luxembourg Guarantor, up to an amount equal to the amounts borrowed (directly or indirectly) by way of intra-group loans from such Loan Party by such the Luxembourg Guarantor or such Luxembourg Guarantor’s Subsidiaries. The obligations and liabilities of a the Luxembourg Guarantor under Article VII (Guarantee) of this Agreement Guarantee shall not include any obligation which, if incurred, would constitute either (a) a misuse of corporate assets as defined under Article 171-1 of the Luxembourg Company Act of August 10, 1915, as amended from time to time, (the “Luxembourg Company Act”) or (b) financial assistance. (b) The Luxembourg Guarantor shall use reasonable efforts to take and cause to be taken all and any other action, including if required the passing of any shareholders’ resolutions to approve any payment under this Guarantee or otherwise under this Agreement and the other Loan Documents, which may be required as a matter of Luxembourg law or standard business practice as existing at the time it is required to make a payment under this Guarantee or otherwise under this Agreement and the other Loan Documents in order to allow for prompt payment of such payments under this Guarantee or otherwise under this Agreement and other Loan Documents, as applicable.

Luxembourg Guarantor. The obligations and liabilities of a Luxembourg Guarantor under Article VII (Guarantee) of this Agreement and the Secured Obligations secured by the Collateral granted by such Luxembourg Guarantor pursuant to the Loan Documents shall at no time, in the aggregate, exceed an amount equal to the maximum financial capacity of such Luxembourg Guarantor, such maximum financial capacity being limited to ninety-five percent (95%) of the net Luxembourg Guarantor’s capitaux propres (as referred to in article 34 of the Luxembourg law of 19th December 2002 on the commercial register and annual accounts, where the capitaux propres mean the shareholders’ equity (including the share capital, share premium, legal and statutory reserves, other reserves, profit and losses carried forward, investment subsidies and regulated provisions) of such Luxembourg Guarantor as shown in the latest financial statements (comptes annuels) available at the date of the relevant payment hereunder and approved by the shareholders of such Luxembourg Guarantor and certified by the statutory auditor as the case may be or as applicable its external auditor (“"réviseur d’entreprises”d'entreprises"), if required by law; provided that these restrictions shall not apply to the extent of (i) the total payment obligations of such Luxembourg Guarantor’s Subsidiaries under the Loan Documents; and (ii) the payment obligations of any Loan Party where that Loan Party is not a subsidiary of the Luxembourg Guarantor, up to an amount equal to the amounts borrowed (directly or indirectly) by way of intra-group loans from such Loan Party by such Luxembourg Guarantor or such Luxembourg Guarantor’s Subsidiaries. The obligations and liabilities of a Luxembourg Guarantor under Article VII (Guarantee) of this Agreement shall not include any obligation which, if incurred, would constitute either (a) a misuse of corporate assets as defined under Article 171-1 of the Luxembourg Company Act of August 10, 1915, as amended from time to time, (the “"Luxembourg Company Act”") or (b) financial assistance.