Common use of Management Notification and Auditors’ Determination Clause in Contracts

Management Notification and Auditors’ Determination. (i) The relevant German Guarantor will notify the Administrative Agent in writing in reasonable detail within fifteen (15) Business Days of receiving notice from the Administrative Agent of the Administrative Agent’s intention to demand payment under the guarantee in this Article XI whether and to what extent a Capital Impairment occurred on the date of the entry into this Agreement (the “Management Notification”). Demanding payment under the guarantee in this Article XI from such German Guarantor up to the amount which, according to the Management Notification, would not result in a Capital Impairment is permitted without limitation. (ii) The relevant German Guarantor will provide an auditors’ determination by the Auditors within thirty (30) Business Days from the date on which the Collateral Agent received the Management Notification (the “Auditors’ Determination”). Such Auditors’ Determination shall set out: (A) the amount of Net Assets of that German Guarantor taking into account the relevant adjustments, and (B) the extent of the Capital Impairment. Demanding payment under the German Guarantee from such German Guarantor up to the amount which, according to the Auditors’ Determination, did not result in a Capital Impairment is permitted without limitation. The results of the Auditors’ Determination are, save for manifest errors, binding on all parties. (iii) If the relevant German Guarantor does not provide the Management Notification or the Auditors’ Determination within the time frame set out above, demanding payment under the German Guarantee shall not be limited by this Section 11.

Management Notification and Auditors’ Determination. (i) The relevant German Guarantor will notify the Administrative Agent in writing in reasonable detail within fifteen (15) Business Days of receiving notice from the Administrative Agent of the Administrative Agent’s intention to demand payment under the guarantee in this Article XI whether and to what extent a Capital Impairment occurred on the date of the entry into this Agreement (the “Management Notification”). Demanding payment under the guarantee in this Article XI from such German Guarantor up to the amount which, according to the Management Notification, would not result in a Capital Impairment is permitted without limitation. (ii) The relevant German Guarantor will provide an auditors’ determination by the Auditors within thirty (30) Business Days from the date on which the Collateral SecurityCollateral Agent received the Management Notification (the “Auditors’ Determination”). Such Auditors’ Determination shall set out: (A) the amount of Net Assets of that German Guarantor taking into account the relevant adjustments, and (B) the extent of the Capital Impairment. Demanding payment under the German Guarantee from such German Guarantor up to the amount which, according to the Auditors’ Determination, did not result in a Capital Impairment is permitted without limitation. The results of the Auditors’ Determination are, save for manifest errors, binding on all parties. (iii) If the relevant German Guarantor does not provide the Management Notification or the Auditors’ Determination within the time frame set out above, demanding payment under the German Guarantee shall not be limited by this Section 11.

Management Notification and Auditors’ Determination. (i) The relevant German Guarantor will notify the Administrative Agent Trustee in writing in reasonable detail within fifteen (15) Business Days of receiving notice from business days after the Administrative Agent Trustee notified that guarantee in Article X of the Administrative Agent’s Indenture of its intention to demand payment under the guarantee in this Article XI X of the Indenture whether and to what extent a Capital Impairment occurred on the date of the entry into this Agreement Indenture (the “Management Notification”). Demanding payment under the guarantee in this Article XI X of the Indenture from such German Guarantor up to the amount which, according to the Management Notification, would did not result in a Capital Impairment is permitted without limitation. (ii) The relevant German Guarantor will provide an auditors’ determination by a firm of recognized auditors (the Auditors “Auditors”) within thirty (30) Business Days business days from the date on which the Collateral Agent Trustee received the Management Notification (the “Auditors’ Determination”). Such Auditors’ Determination shall set out: (A) the amount of Net Assets of that German Guarantor taking into account the relevant adjustments, and (B) the extent of the Capital Impairment. Demanding payment under the German Guarantee from such German Guarantor up to the amount which, according to the Auditors’ Determination, did not result in a Capital Impairment is permitted without limitation. The results of the Auditors’ Determination are, save for manifest errors, binding on all parties. (iii) If the relevant German Guarantor does not provide the Management Notification or the Auditors’ Determination within the time frame set out above, demanding payment under the German Guarantee shall not be limited by this Section 11Schedule I. In particular neither the Trustee nor any Holder shall be obliged to make available to that German Guarantor any proceeds realized.

Management Notification and Auditors’ Determination. (i) The relevant German Guarantor will notify the Administrative Agent in writing in reasonable detail within fifteen (15) Business Days of receiving notice from the Administrative Agent of the Administrative Agent’s intention to demand payment under the guarantee in this Article XI whether and to what extent a Capital Impairment occurred on the date of the entry into this Agreement (the “Management Notification”). Demanding payment under the guarantee in this Article XI from such German Guarantor up to the amount which, according to the Management Notification, would not result in a Capital Impairment is permitted without limitation. (ii) The relevant German Guarantor will provide an auditors’ determination by the Auditors within thirty (30) Business Days from the date on which the Collateral Security Agent received the Management Notification (the “Auditors’ Determination”). Such Auditors’ Determination shall set out: (A) the amount of Net Assets of that German Guarantor taking into account the relevant adjustments, and (B) the extent of the Capital Impairment. Demanding payment under the German Guarantee from such German Guarantor up to the amount which, according to the Auditors’ Determination, did not result in a Capital Impairment is permitted without limitation. The results of the Auditors’ Determination are, save for manifest errors, binding on all parties. (iii) If the relevant German Guarantor does not provide the Management Notification or the Auditors’ Determination within the time frame set out above, demanding payment under the German Guarantee shall not be limited by this Section 11.

Management Notification and Auditors’ Determination. (i) The relevant German Guarantor will notify the Administrative Agent Trustee in writing in reasonable detail within fifteen (15) Business Days of receiving notice from business days after the Administrative Agent Trustee notified that guarantee in Article X of the Administrative Agent’s Indenture of its intention to demand payment under the guarantee in this Article XI X of the Indenture whether and to what extent a Capital Impairment occurred on the date of the entry into this Agreement Indenture (the “Management Notification”). Demanding payment under the guarantee in this Article XI X of the Indenture from such German Guarantor up to the amount which, according to the Management Notification, would did not result in a Capital Impairment is permitted without limitation. (ii) The relevant German Guarantor will provide an auditors’ determination by the Auditors a firm of recognized auditors within thirty (30) Business Days business days from the date on which the Collateral Agent Trustee received the Management Notification (the “Auditors’ Determination”). Such Auditors’ Determination shall set out: (A) the amount of Net Assets of that German Guarantor taking into account the relevant adjustments, and (B) the extent of the Capital Impairment. Demanding payment under the German Guarantee from such German Guarantor up to the amount which, according to the Auditors’ Determination, did not result in a Capital Impairment is permitted without limitation. The results of the Auditors’ Determination are, save for manifest errors, binding on all parties. (iii) If the relevant German Guarantor does not provide the Management Notification or the Auditors’ Determination within the time frame set out above, demanding payment under the German Guarantee shall not be limited by this Section 11Schedule I. In particular neither the Trustee nor any Holder shall be obliged to make available to that German Guarantor any proceeds realized.