Common use of Spanish Guarantee Limitations Clause in Contracts

Spanish Guarantee Limitations. The Guarantees and indemnities of each Spanish Guarantor under the Loan Documents shall: (a) not extend to any obligation incurred by any Loan Party as a result of such Loan Party borrowing (or guaranteeing the borrowing of) funds (but only in respect of those funds) under the Loan Documents for the purpose of: (i) acquiring quotas (participaciones sociales) representing the share capital of such Spanish Guarantor or shares (acciones) or quotas (participaciones sociales) representing the share capital of a company within its Relevant Group; or (ii) refinancing a previous debt for the acquisition of quotas (participaciones sociales) representing the share capital of such Spanish Guarantor or shares (acciones) or quotas (participaciones sociales) representing the share capital of a company within its Relevant Group; and (b) not be deemed undertaken or incurred by a Spanish Guarantor to the extent that the same would constitute unlawful financial assistance under Section 2 of Chapter VI of Title IV of the Spanish Companies Law, and, in that case, all provisions of this Agreement shall be construed accordingly in the sense that, in no case, can any Guarantee or security given by a Spanish Guarantor secure repayment of the above-mentioned funds, provided that any Guarantee or security given by a Spanish Guarantor shall benefit such Spanish Guarantor, any of the companies within its Relevant Group or its Relevant Group as a whole. For the purposes of this Section 10.13, a reference to the “Relevant Group” of a Spanish Guarantor shall mean such Spanish Guarantor and any other companies constituting a group as such term is defined under Article 42 of the Spanish Commercial Code (Código de Comercio). The limitations set forth in this Section 10.13 shall apply mutatis mutandis to any security created by a Spanish Guarantor under the Collateral Documents and to any guarantee, indemnity, any similar obligation resulting in a payment obligation and payment including setoff pursuant to the Loan Documents and made by any Spanish Guarantor.

Spanish Guarantee Limitations. The Guarantees and indemnities of each Spanish Guarantor under the Loan Note Documents shall: (a) not extend to any obligation incurred by any Loan Note Party as a result of such Loan Note Party borrowing (or guaranteeing the borrowing of) funds (but only in respect of those funds) under the Loan Note Documents for the purpose of: (i) acquiring quotas (participaciones sociales) representing the share capital of such Spanish Guarantor or shares (acciones) or quotas (participaciones sociales) representing the share capital of a company within its Relevant Group; or (ii) refinancing a previous debt for the acquisition of quotas (participaciones sociales) representing the share capital of such Spanish Guarantor or shares (acciones) or quotas (participaciones sociales) representing the share capital of a company within its Relevant Group; and (b) not be deemed undertaken or incurred by a Spanish Guarantor to the extent that the same would constitute unlawful financial assistance under Section 2 of Chapter VI of Title IV of the Spanish Companies Law, and, in that case, all provisions of this Agreement shall be construed accordingly in the sense that, in no case, can any Guarantee or security given by a Spanish Guarantor secure repayment of the above-mentioned abovementioned funds, provided that any Guarantee or security given by a Spanish Guarantor shall benefit such Spanish Guarantor, any of the companies within its Relevant Group or its Relevant Group as a whole. For the purposes of this Section 10.1323.12, a reference to the “Relevant Group” of a Spanish Guarantor shall mean such Spanish Guarantor and any other companies constituting a group as such term is defined under Article 42 of the Spanish Commercial Code (Código de Comercio). The limitations set forth in this Section 10.13 23.12 shall apply mutatis mutandis to any security created by a Spanish Guarantor under the Collateral Documents and to any guarantee, indemnity, any similar obligation resulting in a payment obligation and payment including setoff pursuant to the Loan Note Documents and made by any Spanish Guarantor.. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement among you, the Company, the Guarantors and the Agents. Very truly yours, ATLANTICA YIELD PLC By /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: CEO ABY CONCESSIONS INFRASTRUCTURES S.L.U. By /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: President ABY CONCESSIONS PERU S.A. By /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Manager ASHUSA INC. By /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: President ABY SOUTH AFRICA (PTY) LTD By /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Manager ASUSHI INC. By /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: President ACT HOLDING, S.A. DE C.V. By /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Manager This Agreement is hereby accepted and agreed to as of the date hereof. EXECUTED for FSS TRUSTEE CORPORATION in its capacity as trustee of the First State Superannuation Scheme by its investment manager and attorney, Westbourne Credit Management Limited (ACN 000 000 000): By: /s/ Li-Xx Xxx Director Name: Li-Xx Xxx By: /s/ Xxxxx Xxxxx Director/Secretary Name: Xxxxx Xxxxx EXECUTED for 2 PTY LTD by its investment manager and attorney, Westbourne Credit Management Limited (ACN 000 000 000): By: /s/ Li-Xx Xxx Director Name: Li-Xx Xxx By: /s/ Xxxxx Xxxxx Director/Secretary Name: Xxxxx Xxxxx THE COMMON SEAL of (ACN 007 869 794) as custodian for Westbourne Credit Management Limited as trustee of the Q INFRASTRUCTURE YIELD TRUST was affixed in the presence of: /s/ Xxxx X’Xxxxxx /s/ Xxxx Xxxxxxx Signature of authorized person Signature of authorized person Authorized Officer Authorized Officer Office held Office held Xxxx X’Xxxxxx Xxxx Xxxxxxx Name of authorized person Name of authorized person THE COMMON SEAL of (ACN 007 869 794) as custodian for Westbourne Credit Management Limited as trustee of the WESTBOURNE XXXXXX YIELD FUND was affixed in the presence of: /s/ Xxxx X’Xxxxxx /s/ Xxxx Xxxxxxx Signature of authorized person Signature of authorized person Authorized Officer Authorized Officer Office held Office held Xxxx X’Xxxxxx Xxxx Xxxxxxx Name of authorized person Name of authorized person THE COMMON SEAL of (ACN 007 869 794) as custodian for Westbourne Credit Management Limited as trustee of the FUND 2 was affixed in the presence of: /s/ Xxxx X’Xxxxxx /s/ Xxxx Xxxxxxx Signature of authorized person Signature of authorized person Authorized Officer Authorized Officer Office held Office held Xxxx X’Xxxxxx Xxxx Xxxxxxx Name of authorized person Name of authorized person THE COMMON SEAL of (ACN 007 869 794) as custodian for Westbourne Credit Management Limited as trustee of the WESTBOURNE YIELD FUND NO. 4 was affixed in the presence of: /s/ Xxxx X’Xxxxxx /s/ Xxxx Xxxxxxx Signature of authorized person Signature of authorized person Authorized Officer Authorized Officer Office held Office held Xxxx X’Xxxxxx Xxxx Xxxxxxx Name of authorized person Name of authorized person THE COMMON SEAL of (ACN 007 869 794) as custodian for Westbourne Credit Management Limited as trustee of the WESTBOURNE was affixed in the presence of: /s/ Xxxx X’Xxxxxx /s/ Xxxx Xxxxxxx Signature of authorized person Signature of authorized person Authorized Officer Authorized Officer Office held Office held Xxxx X’Xxxxxx Xxxx Xxxxxxx Name of authorized person Name of authorized person EXECUTED by WESTBOURNE INFRASTRUCTURE DEBT L.P. acting through its General Partner, Westbourne Infrastructure Debt GP Limited by: /s/ Xxxx Xxxxxxxx /s/ Xxxxx Xxxxxxxx Xxxx Xxxxxxxx Xxxxx Xxxxxxxx Director Director EXECUTED by WESTBOURNE acting through its General Partner, Westbourne Infrastructure Debt GP Limited by: /s/ Xxxx Xxxxxxxx /s/ Xxxxx Xxxxxxxx Xxxx Xxxxxxxx Xxxxx Xxxxxxxx Director Director This Agreement is hereby accepted and agreed to as of the date hereof. THE AGENT By /s/ Xxxx Xxxxx Xxxx Xxxxx Authorized Signatory By /s/ Xxxxxxxxxxx Xxxxxxxx Xxxxxxxxxxx Xxxxxxxx Authorized Signatory As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Spanish Guarantee Limitations. The Guarantees and indemnities of each Spanish Guarantor under the Loan Documents shall: (a) not extend to any obligation incurred by any Loan Party as a result of such Loan Party borrowing (or guaranteeing the borrowing of) funds (but only in respect of those funds) under the Loan Documents for the purpose of: (i) acquiring quotas (participaciones sociales) representing the share capital of such Spanish Guarantor or shares (acciones) or quotas (participaciones sociales) representing the share capital of a company within its Relevant Group; or (ii) refinancing a previous debt for the acquisition of quotas (participaciones sociales) representing the share capital of such Spanish Guarantor or shares (acciones) or quotas (participaciones sociales) representing the share capital of a company within its Relevant Group; and (b) not be deemed undertaken or incurred by a Spanish Guarantor to the extent that the same would constitute unlawful financial assistance under Section 2 of Chapter VI of Title IV of the Spanish Companies Law, and, in that case, all provisions of this Agreement shall be construed accordingly in the sense that, in no case, can any Guarantee or security given by a Spanish Guarantor secure repayment of the above-mentioned funds, provided that any Guarantee or security given by a Spanish Guarantor shall benefit such Spanish Guarantor, any of the companies within its Relevant Group or its Relevant Group as a whole. For the purposes of this Section 10.13, a reference to the “"Relevant Group” " of a Spanish Guarantor shall mean such Spanish Guarantor and any other companies constituting a group as such term is defined under Article 42 of the Spanish Commercial Code (Código de Comercio). The limitations set forth in this Section 10.13 shall apply mutatis mutandis to any security created by a Spanish Guarantor under the Collateral Documents and to any guarantee, indemnity, any similar obligation resulting in a payment obligation and payment including setoff pursuant to the Loan Documents and made by any Spanish Guarantor.

Spanish Guarantee Limitations. The Guarantees and indemnities of each Spanish Guarantor under the Loan Note Documents shall: (a) not extend to any obligation incurred by any Loan Note Party as a result of such Loan Note Party borrowing (or guaranteeing the borrowing of) funds (but only in respect of those funds) under the Loan Note Documents for the purpose of: (i) acquiring quotas (participaciones sociales) representing the share capital of such Spanish Guarantor or shares (acciones) or quotas (participaciones sociales) representing the share capital of a company within its Relevant Group; or (ii) refinancing a previous debt for the acquisition of quotas (participaciones sociales) representing the share capital of such Spanish Guarantor or shares (acciones) or quotas (participaciones sociales) representing the share capital of a company within its Relevant Group; and (b) not be deemed undertaken or incurred by a Spanish Guarantor to the extent that the same would constitute unlawful financial assistance under Section 2 of Chapter VI of Title IV of the Spanish Companies Law, and, in that case, all provisions of this Agreement shall be construed accordingly in the sense that, in no case, can any Guarantee or security given by a Spanish Guarantor secure repayment of the above-mentioned abovementioned funds, provided that any Guarantee or security given by a Spanish Guarantor shall benefit such Spanish Guarantor, any of the companies within its Relevant Group or its Relevant Group as a whole. For the purposes of this Section 10.1323.12, a reference to the “Relevant Group” of a Spanish Guarantor shall mean such Spanish Guarantor and any other companies constituting a group as such term is defined under Article 42 of the Spanish Commercial Code (Código de Comercio). The limitations set forth in this Section 10.13 23.12 shall apply mutatis mutandis to any security created by a Spanish Guarantor under the Collateral Documents and to any guarantee, indemnity, any similar obligation resulting in a payment obligation and payment including setoff pursuant to the Loan Note Documents and made by any Spanish Guarantor.. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement among you, the Company, the Guarantors and the Agent. EXECUTED by ATLANTICA YIELD PLC by: /s/ Xxxxxxxx Xxxxx CEO Name: Xxxxxxxx Xxxxx CFO Name: Xxxxxxxxx Xxxxxxxx Xxxxx EXECUTED by ABY CONCESSIONS INFRASTRUCTURES S.L.U. by: /s/ Xxxxx Xxxxxxx Xxxxxxx Representative Name: Xxxxx Xxxxxxx Xxxxxxx EXECUTED by ABY CONCESSIONS PERU S.A. by: /s/ Xxxxxxx Xxxxxx Ciudad Representative Name: Xxxxxxx Xxxxxx Ciudad Representative Name: Xxxxx xx Xxxxxx Xxxxxx Xxxxxxx xx Xxxxxxxx EXECUTED by ASHUSA INC. by: /s/ Xxxxxxxx Xxxxxx Sanz Director Name: Xxxxxxxx Xxxxxx Xxxx Director Name: Xxxxxxxxx Xxxxxxxx Xxxxx EXECUTED by ATLANTICA YIELD SOUTH AFRICA LIMITED by: /s/ Xxxxx Xxxxxxx Xxxxxxx Director Name: Xxxxx Xxxxxxx Xxxxxxx Director Name: Xxxxxx Xxxxx Xxxxx xx xx Xxxx EXECUTED by ASUSHI INC. by: /s/ Xxxxxxxx Xxxxxx Sanz Director Name: Xxxxxxxx Xxxxxx Xxxx Director Name: Xxxxxxxxx Xxxxxxxx Xxxxx EXECUTED by ACT HOLDING, S.A. DE C.V. by: /s/ Xxxxxx Xxxx Xxxxxxxxx Representative Name: Xxxxxx Xxxx Xxxxxxxxx Representative Name: Xxxx Xxxxx Xxxxxx Xxxxx EXECUTED for FSS TRUSTEE CORPORATION in its capacity as trustee of the First State Superannuation Scheme by its investment manager and attorney, Westbourne Credit Management Limited (ACN 000 000 000): By: /s/ Xxxxx Xxxxxx Director Name: Xxxxx Xxxxxx By: /s/ Xxxxx Xxxxx Director/Secretary Name: Xxxxx Xxxxx EXECUTED by WESTBOURNE INFRASTRUCTURE DEBT OPPORTUNITIES FUND II, L.P. acting through its General Partner, Rimor Fund II GP Limited by: /s/ Xxxxxx Xxx /s/ Xxxxxxxx Xxxxxxxxx Director Director Name: Xxxxxx Xxx Name: Xxxxxxxx Xxxxxxxxx EXECUTED by WESTBOURNE INFRASTRUCTURE DEBT 4 LP acting through its General Partner, Westbourne Infrastructure Debt GP Limited by: /s/ Xxxxx Xxxxx /s/ Xxxxx Xxxxxxxx Director Director Name: Xxxxx Xxxxx Name: Xxxxx Xxxxxxxx EXECUTED by WESTBOURNE INFRASTRUCTURE DEBT 5 LP acting through its General Partner, Westbourne Infrastructure Debt GP Limited by: /s/ Xxxxx Xxxxx /s/ Xxxxx Xxxxxxxx Director Director Name: Xxxxx Xxxxx Name: Xxxxx Xxxxxxxx EXECUTED by WESTBOURNE INFRASTRUCTURE DEBT 6 LP acting through its General Partner, Westbourne Infrastructure Debt GP 2 Limited by: /s/ Xxxxx Xxxxx /s/ Xxxxx Xxxxxxxx Director Director Name: Xxxxx Xxxxx Name: Xxxxx Xxxxxxxx EXECUTED by LUCID AGENCY SERVICES LIMITED by: /s/ Xxxx Xxxxxx Director Name: Xxxx Xxxxxx As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Spanish Guarantee Limitations. The Guarantees and indemnities of each Spanish Guarantor under the Loan Note Documents shall: (a) not extend to any obligation incurred by any Loan Note Party as a result of such Loan Note Party borrowing (or guaranteeing the borrowing of) funds (but only in respect of those funds) under the Loan Note Documents for the purpose of: (i) acquiring quotas (participaciones sociales) representing the share capital of such Spanish Guarantor or shares (acciones) or quotas (participaciones sociales) representing the share capital of a company within its Relevant Group; or (ii) refinancing a previous debt for the acquisition of quotas (participaciones sociales) representing the share capital of such Spanish Guarantor or shares (acciones) or quotas (participaciones sociales) representing the share capital of a company within its Relevant Group; and and Atlantica Yield plc Note Purchase Agreement (b) not be deemed undertaken or incurred by a Spanish Guarantor to the extent that the same would constitute unlawful financial assistance under Section 2 of Chapter VI of Title IV W of the Spanish Companies Law, and, in that case, all provisions of this Agreement shall be construed accordingly in the sense that, in no case, can any Guarantee or security given by a Spanish Guarantor secure repayment of the above-mentioned above‑mentioned funds, provided that any Guarantee or security given by a Spanish Guarantor shall benefit such Spanish Guarantor, any of the companies within its Relevant Group or its Relevant Group as a whole. For the purposes of this Section 10.1323.12, a reference to the “Relevant Group” of a Spanish Guarantor shall mean such Spanish Guarantor and any other companies constituting a group as such term is defined under Article 42 of the Spanish Commercial Code (Código Codigo de Comercio). The limitations set forth in this Section 10.13 23.12 shall apply mutatis mutandis to any security created by a Spanish Guarantor under the Collateral Documents and to any guarantee, indemnity, any similar obligation resulting in a payment obligation and payment including setoff pursuant to the Loan Note Documents and made by any Spanish Guarantor.

Spanish Guarantee Limitations. The Guarantees and indemnities of each Spanish Guarantor under the Loan Note Documents shall: (a) not extend to any obligation incurred by any Loan Note Party as a result of such Loan Note Party borrowing (or guaranteeing the borrowing of) funds (but only in respect of those funds) under the Loan Note Documents for the purpose of: (i) acquiring quotas (participaciones sociales) representing the share capital of such Spanish Guarantor or shares (acciones) or quotas (participaciones sociales) representing the share capital of a company within its Relevant Group; or (ii) refinancing a previous debt for the acquisition of quotas (participaciones sociales) representing the share capital of such Spanish Guarantor or shares (acciones) or quotas (participaciones sociales) representing the share capital of a company within its Relevant Group; and (b) not be deemed undertaken or incurred by a Spanish Guarantor to the extent that the same would constitute unlawful financial assistance under Section 2 of Chapter VI of Title IV of the Spanish Companies Law, and, in that case, all provisions of this Agreement shall be construed accordingly in the sense that, in no case, can any Guarantee or security given by a Spanish Guarantor secure repayment of the above-mentioned abovementioned funds, provided that any Guarantee or security given by a Spanish Guarantor shall benefit such Spanish Guarantor, any of the companies within its Relevant Group or its Relevant Group as a whole. For the purposes of this Section 10.1323.12, a reference to the “Relevant Group” of a Spanish Guarantor shall mean such Spanish Guarantor and any other companies constituting a group as such term is defined under Article 42 of the Spanish Commercial Code (Código de Comercio). The limitations set forth in this Section 10.13 23.12 shall apply mutatis mutandis to any security created by a Spanish Guarantor under the Collateral Documents and to any guarantee, indemnity, any similar obligation resulting in a payment obligation and payment including setoff pursuant to the Loan Note Documents and made by any Spanish Guarantor.. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement among you, the Company, the Guarantors and the Agent. EXECUTED by ATLANTICA YIELD PLC by: CEO Name: Xxxxxxxx Xxxxx CFO Name: Xxxxxxxxx Xxxxxxxx Xxxxx EXECUTED by ABY CONCESSIONS INFRASTRUCTURES S.L.U. by: Representative Name: Xxxxx Xxxxxxx Xxxxxxx EXECUTED by ABY CONCESSIONS PERU S.A. by: Representative Name: Xxxxxxx Xxxxxx Ciudad Representative Name: Xxxxx xx Xxxxxx Xxxxxx Xxxxxxx xx Xxxxxxxx EXECUTED by ASHUSA INC. by: Director Name: Xxxxxxxx Xxxxxx Sanz Director Name: Xxxxxxxxx Xxxxxxxx Xxxxx EXECUTED by ATLANTICA YIELD SOUTH AFRICA LIMITED by: Director Name: Xxxxx Xxxxxxx Xxxxxxx Director Name: Xxxxxx Xxxxx Xxxxx xx xx Xxxx EXECUTED by ASUSHI INC. by: Director Name: Xxxxxxxx Xxxxxx Xxxx Director Name: Xxxxxxxxx Xxxxxxxx Xxxxx EXECUTED by ACT HOLDING, S.A. DE C.V. by: Representative Name: Xxxxxx Xxxx Xxxxxxxxx Representative Name: Xxxx Xxxxx Xxxxxx Xxxxx EXECUTED for FSS TRUSTEE CORPORATION in its capacity as trustee of the First State Superannuation Scheme by its investment manager and attorney, Westbourne Credit Management Limited (ACN 000 000 000): By: Director Name: By: Director/Secretary Name: EXECUTED by WESTBOURNE INFRASTRUCTURE DEBT OPPORTUNITIES FUND II, L.P. acting through its General Partner, Rimor Fund II GP Limited by: Director Director Name: Name: EXECUTED by WESTBOURNE INFRASTRUCTURE DEBT 4 LP acting through its General Partner, Westbourne Infrastructure Debt GP Limited by: Director Director Name: Name: EXECUTED by WESTBOURNE INFRASTRUCTURE DEBT 5 LP acting through its General Partner, Westbourne Infrastructure Debt GP Limited by: Director Director Name: Name: EXECUTED by WESTBOURNE INFRASTRUCTURE DEBT 6 LP acting through its General Partner, Westbourne Infrastructure Debt GP 2 Limited by: Director Director Name: Name: EXECUTED by LUCID AGENCY SERVICES LIMITED by: Director Name: Xxxx Xxxxxx As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term: