Common use of Management Notification/Auditor’s Determination Clause in Contracts

Management Notification/Auditor’s Determination. (i) The limitation pursuant to this Section 13.12 shall apply, subject to the following requirements, if following a notice by the Collateral Agent that it intends to enforce any guarantee granted under this Agreement, the German Guarantor notifies the Collateral Agent (“Management Notification”) within ten (10) days upon receipt of the relevant notice that a Capital Impairment would occur (setting out in reasonable detail to what extent a Capital Impairment would occur and providing prima facie evidence that a realisation or other measures undertaken in accordance with the mitigation provisions set out above would not prevent such Capital Impairment); (ii) If the Management Notification is contested by the Collateral Agent, the Collateral Agent shall nevertheless be entitled to enforce any security granted under this Agreement up to such amount, which is, based on the Management Notification, undisputed between itself and the German Guarantor. In relation to the amount which is in dispute, the German Guarantor undertakes (at its own cost and expense) to arrange for the preparation of a balance sheet by its auditors in order to have such auditors determine whether (and if so, to what extent) any payment under this Agreement would cause a Capital Impairment (the “Auditor’s Determination”). The Auditor’s Determination shall be prepared, taking into account the adjustments set out above in relation to the calculation of a Capital Impairment, by applying the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) based on the same principles and evaluation methods as consistently applied by the German Guarantor in the preparation of its financial statements, in particular in the preparation of its most recent annual balance sheet, and taking into consideration applicable court rulings of German courts. The German Guarantor shall provide the Auditor’s Determination to the Collateral Agent within thirty (30) days from the date on which the Collateral Agent contested the Management Notification in writing. The Auditor’s Determination shall be binding on the German Guarantor and the Collateral Agent; (iii) If, and to the extent that, any Lien under the German Collateral Documents has been enforced without regard to the limitation set forth in Section 13.12(a) because the amount of the available net assets pursuant to the Auditor’s Determination is lower than the amount stated in the Management Notification, the Collateral Agent shall upon written demand of the German Guarantor to the Collateral Agent repay any amount (if and to the extent already paid to the Collateral Agent) up to and including the amount calculated in the Auditor’s Determination as of the date the demand to enforce any security under this Agreement was made and in accordance with Section 13.12(c)(ii) above, provided such demand for repayment is made to the Collateral Agent within 6 months (Ausschlussfrist) from the date any security under this Agreement has been enforced; (iv) If pursuant to the Auditor’s Determination the amount of the available net assets is higher than set out in the Management Notification, the Collateral Agent shall be entitled to enforce into such available net assets accordingly. 942882452.15

Management Notification/Auditor’s Determination. (i) The limitation pursuant to this Section 13.12 11.14 shall apply, subject to the following requirements, if if, following a notice by the Collateral Administrative Agent that it intends to enforce any guarantee granted Security or a demand by the Administrative Agent under this Agreementany such Security, the applicable German Guarantor Loan Party notifies the Collateral Administrative Agent (“Management Notification”) within ten fifteen (1015) days upon receipt of the relevant notice or demand that a Capital Impairment or Liquidity Impairment would occur (setting out in reasonable detail to what extent a Capital Impairment or Liquidity Impairment would occur and providing prima facie evidence that a realisation or other measures undertaken in accordance with the mitigation provisions set out above would not prevent such Capital Impairment or Liquidity Impairment); provided that until and including the earlier of (x) the date falling fifteen (15) Business Days after the notice or demand of the Administrative Agent regarding the enforcement of any Security and (y) the date of delivery of the Management Notification to the Administrative Agent, the right to enforce such Security (whether in full or in part) shall be suspended. (ii) If the Management Notification is contested by the Collateral Administrative Agent, the Collateral Administrative Agent shall nevertheless be entitled to enforce any security Security granted under this Agreement up to such amount, which is, based on the Management Notification, undisputed between itself and the applicable German GuarantorLoan Party. In relation to the amount which is in dispute, the applicable German Guarantor Loan Party undertakes (at its own cost and expense) to arrange for the preparation of a balance sheet by its auditors in order to have such auditors determine whether (and if so, to what extent) any payment under this Agreement the Security would cause a Capital Impairment or Liquidity Impairment (the “Auditor’s Determination”). The Auditor’s Determination shall be prepared, taking into account the adjustments set out above in relation to the calculation of a Capital Impairment, by applying the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) based on the same principles and evaluation methods as consistently applied by the applicable German Guarantor Loan Party in the preparation of its financial statements, in particular in the preparation of its most recent annual balance sheet, and taking into consideration applicable court rulings of German courts. The applicable German Guarantor Loan Party shall provide the Auditor’s Determination to the Collateral Administrative Agent within thirty (30) days (or such longer period as has been agreed between the Borrower Representative and the Administrative Agent) from the date on which the Collateral Administrative Agent contested the Management Notification in writing. The Auditor’s Determination shall be binding on the applicable German Guarantor Loan Party and the Collateral Administrative Agent; . (iii) If, and to the extent that, any Lien under the German Collateral Documents Security has been enforced without regard to the limitation set forth in this Section 13.12(a) 11.14 because the amount of the available net assets or liquidity pursuant to the Auditor’s Determination is lower than the amount stated in the Management Notification, the Collateral Administrative Agent shall upon written demand of the applicable German Guarantor Loan Party to the Collateral Administrative Agent repay any amount (if and to the extent already paid to the Collateral Administrative Agent) up to and including the amount calculated in the Auditor’s Determination as of the date the demand to enforce any security under this Agreement was made and in accordance with this Section 13.12(c)(ii) above11.14, provided such demand for repayment is made to the Collateral Administrative Agent within 6 six (6) months (Ausschlussfrist) from the date any security under this Agreement such Security has been enforced; . (iv) If pursuant to the Auditor’s Determination the amount of the available net assets or liquidity is higher than set out in the Management Notification, the Collateral Administrative Agent shall be entitled to enforce into such available net assets accordingly. 942882452.15.

Management Notification/Auditor’s Determination. (i) The limitation pursuant to this Section 13.12 2.20 shall apply, subject to the following requirements, if following a notice by the Collateral Administrative Agent that it intends to enforce any guarantee granted under this Agreementliability by a German Obligor for Obligations of any other Foreign Subsidiaries, the respective German Guarantor Obligor notifies the Collateral Administrative Agent (“Management Notification”) within ten (10) days upon after receipt of the relevant notice that a Capital Impairment would occur (setting out in reasonable detail to what extent a Capital Impairment would occur and providing prima facie evidence that a realisation realization or other measures undertaken in accordance with the mitigation provisions set out above would not prevent such Capital Impairment); . (ii) If the Management Notification is contested by the Collateral Administrative Agent, the Collateral Administrative Agent shall nevertheless be entitled to enforce the liability by the respective German Obligor for Obligations of any security granted under this Agreement other Foreign Subsidiaries up to such amount, which is, based on the Management Notification, undisputed between itself and the respective German GuarantorObligor. In relation to the amount which is in dispute, the respective German Guarantor Obligor undertakes (at its own cost and expense) to arrange for the preparation of a balance sheet by its auditors in order to have such auditors determine whether (and if so, to what extent) any payment under this Agreement would cause a Capital Impairment (the “Auditor’s Determination”). The Auditor’s Determination shall be prepared, taking into account the adjustments set out above in relation to the calculation of a Capital Impairment, by applying the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) based on the same principles and evaluation methods as consistently applied by the such German Guarantor Obligor in the preparation of its financial statements, in particular in the preparation of its most recent annual balance sheet, and taking into consideration applicable court rulings of German courts. The respective German Guarantor Obligor shall provide the Auditor’s Determination to the Collateral Administrative Agent within thirty (30) days from the date on which the Collateral Administrative Agent contested the Management Notification in writing. The Auditor’s Determination shall be binding on the respective German Guarantor Obligor and the Collateral Administrative Agent; . (iii) If, and to the extent that, any Lien under the liability by a German Collateral Documents Obligor for Obligations of any other Foreign Subsidiaries has been enforced without regard to the limitation set forth in Section 13.12(a) 2.20 because the amount of the available net assets pursuant to the Auditor’s Determination is lower than the amount stated in the Management Notification, the Collateral Administrative Agent shall upon written demand of the respective German Guarantor Obligor to the Collateral Administrative Agent repay any amount (if and to the extent already paid to the Collateral Administrative Agent) up to and including the amount calculated in the Auditor’s Determination as of the date the demand to enforce any security the liability for Obligations of another Foreign Subsidiary under this Agreement was made and in accordance with Section 13.12(c)(ii2.20(c)(ii) above, provided such demand for repayment is made to the Collateral Administrative Agent within 6 months (Ausschlussfrist) from the date any security under this Agreement a liability by a German Obligor for Obligations of another Foreign Subsidiary has been enforced; . (iv) If pursuant to the Auditor’s Determination the amount of the available net assets is higher than set out in the Management Notification, the Collateral Administrative Agent shall be entitled to enforce into such available net assets accordingly. 942882452.15.

Management Notification/Auditor’s Determination. (i) The limitation pursuant to this Section 13.12 shall apply, subject to the following requirements, if following a notice by the Collateral Agent that it intends to enforce any guarantee granted under this Agreement, the German Guarantor notifies the Collateral Agent (“Management Notification”) within ten (10) days upon receipt of the relevant notice that a Capital Impairment would occur (setting out in reasonable detail to what extent a Capital Impairment would occur and providing prima facie evidence that a realisation or other measures undertaken in accordance with the mitigation provisions set out above would not prevent such Capital Impairment); (ii) If the Management Notification is contested by the Collateral Agent, the Collateral Agent shall nevertheless be entitled to enforce any security granted under this Agreement up to such amount, which is, based on the Management Notification, undisputed between itself and the German Guarantor. In relation to the amount which is in dispute, the German Guarantor undertakes (at its own cost and expense) to arrange for the preparation of a balance sheet by its auditors in order to have such auditors determine whether (and if so, to what extent) any payment under this Agreement would cause a Capital Impairment (the “Auditor’s Determination”). The Auditor’s Determination shall be prepared, taking into account the adjustments set out above in relation to the calculation of a Capital Impairment, by applying the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) based on the same principles and evaluation methods as consistently applied by the German Guarantor in the preparation of its financial statements, in particular in the preparation of its most recent annual balance sheet, and taking into consideration applicable court rulings of German courts. The German Guarantor shall provide the Auditor’s Determination to the Collateral Agent within thirty (30) days from the date on which the Collateral Agent contested the Management Notification in writing. The Auditor’s Determination shall be binding on the German Guarantor and the Collateral Agent; (iii) If, and to the extent that, any Lien under the German Collateral Documents has been enforced without regard to the limitation set forth in Section 13.12(a) because the amount of the available net assets pursuant to the Auditor’s Determination is lower than the amount stated in the Management Notification, the Collateral Agent shall upon written demand of the German Guarantor to the Collateral Agent repay any amount (if and to the extent already paid to the Collateral Agent) up to and including the amount calculated in the Auditor’s Determination as of the date the demand to enforce any security under this Agreement was made and in accordance with Section 13.12(c)(ii) above, provided such demand for repayment is made to the Collateral Agent within 6 months (Ausschlussfrist) from the date any security under this Agreement has been enforced; (iv) If pursuant to the Auditor’s Determination the amount of the available net assets is higher than set out in the Management Notification, the Collateral Agent shall be entitled to enforce into such available net assets accordingly. 942882452.15.