Belgian Guarantor Clause Samples

Belgian Guarantor. (a) No Belgian Guarantor shall be liable for the obligations owed to the Secured Parties by any other Loan Party under any Loan Document, to the extent that such liability would result in such guarantee constituting unlawful financial assistance within the meaning of Article 329 or 629 of the Belgian Companies Code (or any equivalent and applicable provisions in any relevant jurisdiction). (b) The obligations and liabilities of a Belgian Guarantor for the obligations, owed from time to time to the Secured Parties, of any other Loan Party (other than its Subsidiaries), under the Loan Documents, and under the Guarantee in particular, shall be limited at any time to the sum of: (i) the higher of: (1) 90 % of the Net Assets (as defined below) of such Belgian Guarantor calculated on the basis of its most recent audited annual financial statements available at the the Aleris Acquisition Closing Date; and (2) 90 % of the Net Assets (as defined below) of such Belgian Guarantor calculated on the basis of its most recent audited annual financial statements available at the date on which a demand is made on such Belgian Guarantor under this Agreement; and (ii) the aggregate of all amounts borrowed under this Agreement that were directly or indirectly made available to such Belgian Guarantor (or its direct or indirect Subsidiaries) (regardless of (a) the form thereof, including through the subscription of debt instrument and (b) whether due and payable), and which have not yet been repaid by such Belgian Guarantor (or its direct or indirect Subsidiaries) at the date on which a demand is made on such Belgian Guarantor under this Agreement.

Belgian Guarantor. The obligations and liabilities of a Belgian Guarantor under the Credit Documents, and under Article VI (Guarantee) in particular, shall be limited at any time to the highest of: (a) 90% of the Net Assets (Belgian) of such Belgian Guarantor calculated on the basis of its most recent published annual financial statements available at the Closing Date; and (b) 90% of the Net Assets (Belgian) of such Belgian Guarantor calculated on the basis of its most recent published annual financial statements available at the date on which a demand is made on such Belgian Guarantor under this Agreement. [***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Belgian Guarantor. The Belgian Guarantor shall have delivered to the Administrative Agent a copy of (a) its coordinated articles of association, (b) an extract from the Crossroads Bank for Enterprises (dated not earlier than 15 days before the Closing Date), and (c) a certificate stating that such Belgian Guarantor has neither been declared bankrupt nor filed any request for judicial composition (“concordat judiciaire/gerechtelijk akkoord”) under the Law of 17 July 1997 or judicial reorganization (“reorganization judiciaire/gerechtelijke reorganisatie”) under the Law of 31 January 2009 on the continuity of enterprises, delivered by the competent commercial court (dated not earlier than 2 days before the Closing Date).