Common use of Specific Limitation for German Guarantors Clause in Contracts

Specific Limitation for German Guarantors. (a) The restrictions in this Section 11.12 shall apply to any Guaranty and indemnity (the “German Guaranty”) granted by a Guarantor (a “German Guarantor”) incorporated under the laws of Germany as a limited liability company (“GmbH”) for liabilities of its direct or indirect shareholder(s) (upstream) or an entity affiliated with such shareholder (verbundenes Unternehmen) within the meaning of section 15 of the German Stock Corporation Act (Aktiengesetz) (cross-stream) (excluding, for clarification purposes any direct or indirect Subsidiary of such Guarantor). (b) The restrictions in this Section 11.12 shall not apply to the extent the German Guarantor secures any indebtedness under any Loan Document in respect of (i) loans to the extent they are on-lent or otherwise (directly or indirectly) passed on to the relevant German Guarantor or its Subsidiaries and such amount on-lent or otherwise passed on is not repaid or (ii) bank guarantees or letters of credit that are issued for the benefit of any of the creditors of the German Guarantor or the German Guarantor’s Subsidiaries and have not been returned for as long as such amounts on-lent or otherwise (directly or indirectly) passed on as set out above have not been the subject of an adjustment in the calculation of the relevant German Guarantor’s Net Assets in accordance with Section 11.12(d) below.

Specific Limitation for German Guarantors. (a) The restrictions in this Section 11.12 11.10 shall apply to any Guaranty and indemnity (the “German Guaranty”) granted by a Guarantor (a “German Guarantor”) incorporated under the laws of Germany as a limited liability company (“GmbH”) for liabilities of its direct or indirect shareholder(s) (upstream) or an entity affiliated with such shareholder (verbundenes Unternehmen) within the meaning of section 15 of the German Stock Corporation Act (Aktiengesetz) (cross-stream) (excluding, for clarification purposes any direct or indirect Subsidiary of such Guarantor). (b) The restrictions in this Section 11.12 11.10 shall not apply to the extent the German Guarantor secures any indebtedness under any Loan Document in respect of (i) loans to the extent they are on-lent or otherwise (directly or indirectly) passed on to the relevant German Guarantor or its Subsidiaries and such amount on-lent or otherwise passed on is not repaid or (ii) bank guarantees or letters of credit that are issued for the benefit of any of the creditors of the German Guarantor or the German Guarantor’s Subsidiaries and have not been returned for as long as such amounts on-lent or otherwise (directly or indirectly) passed on as set out above have not been the subject of an adjustment in the calculation of the relevant German Guarantor’s Net Assets in accordance with Section 11.12(d11.10(d) below.

Specific Limitation for German Guarantors. (a) The restrictions in this Section 11.12 23 shall apply to any Guaranty and indemnity (i) covenant, (ii) indemnity, or (iii) other payment obligation under this Agreement (the “German Guaranty”) in each case granted by a Guarantor (a “German Guarantor”) incorporated under the laws of Germany as a limited liability company (“GmbH”) for liabilities of its direct or indirect shareholder(s) (upstream) or an entity affiliated with such shareholder (verbundenes Unternehmen) within the meaning of section 15 of the German Stock Corporation Act (Aktiengesetz) (cross-stream) (excluding, for clarification purposes any direct or indirect Subsidiary subsidiary of such Guarantor). For the avoidance of doubt, the restrictions in this Section 23 shall apply only when such German Guarantors become a party hereto pursuant to a Purchase Agreement Joinder. (b) The restrictions in this Section 11.12 23 shall not apply in respect of a German Guaranty to the extent the German Guarantor secures any indebtedness under any Loan Document liabilities in respect connection with the Notes and amounts of (i) loans to the extent they payment received by the Companies for the Notes are on-lent or otherwise passed on (directly or indirectly) passed on to the relevant German Guarantor or its Subsidiaries subsidiaries (in particular, amounts of payments received by the Companies for the Notes are used by the Companies to repay indebtedness of the relevant German Guarantor or its subsidiaries under the senior secured term loan) and such amount on-lent or otherwise passed on is not is not repaid or (ii) bank guarantees or letters of credit that are issued for by the benefit of any of the creditors of the relevant German Guarantor (or the German Guarantor’s Subsidiaries and have not been returned its subsidiaries) for as long as such amounts on-lent or otherwise (directly or indirectly) passed on as set out above have not been the subject of an adjustment in the calculation of the relevant German Guarantor’s Net Assets in accordance with Section 11.12(d23(d) below.