Common use of Guarantee Limitations Clause in Contracts

Guarantee Limitations. The guarantee given by each Guarantor incorporated in Ireland does not apply to any liability to the extent that it would result in this guarantee constituting unlawful financial assistance within the meaning of Section 82. Notwithstanding anything to the contrary contained in this Agreement or in any other Loan Documents, the guarantee obligations of each Guarantor established in Luxembourg or having its “centre of main interests” (as this term is used in Article 3(1) of the Insolvency Regulation) in Luxembourg (a “Luxembourg Guarantor”) in respect of the obligations of Holdings or any of its Subsidiaries which is not a direct or indirect subsidiary of such relevant Luxembourg Guarantor shall be limited at any time to an aggregate amount not exceeding 95% of the greater of: (a) the Luxembourg Guarantor's own funds (capitaux propres), as referred to in Annex I to the grand-ducal regulation dated 18 December 2015 defining the form and content of the presentation of the balance sheet and profit and loss account, and enforcing the Luxembourg Law dated 19 December 2002 concerning the trade and companies register and the accounting and annual accounts of undertakings (the “Regulation”), as increased by the amount of any debts owed to the Luxembourg Guarantor by a company of the same group of the Luxembourg Guarantor, as shown in (x) the latest interim financial statements available (if any), at the date of demand of payment under this Agreement or, if not available, (y) the latest annual financial statements (comptes annuels) available at the date of demand of payment under this Agreement; and (b) the Luxembourg Guarantor’s own funds (capitaux propres), as referred to in the Regulation, as increased by the amount of any debts owed to the Luxembourg Guarantor by a company of the same group of the Luxembourg Guarantor, at the date of entry into this Agreement. The limitation set forth under items (a) and (b) above shall not apply to any amounts borrowed under this Agreement and made available, in any form whatsoever, to the Luxembourg Guarantor or any of its direct or indirect subsidiaries. Should the financial information referred to in clause (a) and (b) above not be available on the date of this Agreement or on the date the guarantee is called, as the case may be, such financial information will be determined by Administrative Agent or any other person designated by Administrative Agent, acting reasonably, in accordance with the Luxembourg accounting principles applicable to the Luxembourg Guarantor and at the cost of the Luxembourg Guarantor.

Guarantee Limitations. (a) The guarantee given by each obligations and liabilities of the New Guarantor incorporated under the Credit Documents and in Ireland does particular under Article VII (Guarantee) of the Credit Agreement shall not apply to include any obligation or liability to which if incurred would constitute the extent that it would result in this guarantee constituting unlawful provision of financial assistance within the meaning of Section 82. Notwithstanding anything to article L. 225-216 of the contrary contained in this Agreement French Code de commerce and/or would constitute a misuse of corporate assets within the meaning of article L. 241-3 or in L. 242-6 of the French Code de commerce or any other Loan Documentslaws or regulations having the same effect, as interpreted by French courts. (b) The obligations and liabilities of the guarantee obligations of each New Guarantor established in Luxembourg or having its “centre of main interests” under Article VII (as this term is used in Article 3(1Guarantee) of the Insolvency Regulation) in Luxembourg (a “Luxembourg Guarantor”) in respect of Credit Agreement for the obligations under the Credit Documents of Holdings or any of its Subsidiaries other Guarantor which is not a direct or indirect subsidiary Subsidiary of such relevant Luxembourg Guarantor the New Guarantor, shall be limited at any time to an amount equal to the aggregate amount not exceeding 95% of all amounts borrowed under the Credit Agreement by such other Guarantor as Borrower to the extent directly or indirectly on-lent to the New Guarantor under inter-company loan agreements and outstanding at the date a payment is to be made by the New Guarantor under Article VII (Guarantee) of the greater of:Credit Agreement, it being specified that any payment made by the New Guarantor under Article VII (Guarantee) of the Credit Agreement in respect of the obligations of such Guarantor as Borrower shall reduce pro tanto the outstanding amount of the inter-company loans due by the New Guarantor under the inter-company loan arrangements referred to above. (ac) the Luxembourg Guarantor's own funds (capitaux propres), as referred to in Annex I to the grand-ducal regulation dated 18 December 2015 defining the form The obligations and content liabilities of the presentation New Guarantor under Article VII (Guarantee) of the balance sheet and profit and loss account, and enforcing Credit Agreement for the Luxembourg Law dated 19 December 2002 concerning obligations under the trade and companies register and the accounting and annual accounts of undertakings (the “Regulation”), as increased by the amount Credit Documents of any debts owed to the Luxembourg Guarantor which is its Subsidiary shall not be limited and shall therefore cover all amounts due by a company of the same group of the Luxembourg such Guarantor as Borrower and/or as Guarantor, as shown applicable. However, where such Subsidiary is not incorporated in (x) France, the latest interim financial statements available (if any), at amounts payable by the date of demand of payment New Guarantor under this Agreement orparagraph (c) in respect of obligations of this Subsidiary as Guarantor, if not available, (y) the latest annual financial statements (comptes annuels) available at the date of demand of payment under this Agreement; and shall be limited as set out in paragraph (b) the Luxembourg Guarantor’s own funds (capitaux propres), as referred to in the Regulation, as increased by the amount of any debts owed to the Luxembourg Guarantor by a company of the same group of the Luxembourg Guarantor, at the date of entry into this Agreement. The limitation set forth under items (a) and (b) above shall not apply to any amounts borrowed under this Agreement and made available, in any form whatsoever, to the Luxembourg Guarantor or any of its direct or indirect subsidiaries. Should the financial information referred to in clause (a) and (b) above not be available on the date of this Agreement or on the date the guarantee is called, as the case may be, such financial information will be determined by Administrative Agent or any other person designated by Administrative Agent, acting reasonably, in accordance with the Luxembourg accounting principles applicable to the Luxembourg Guarantor and at the cost of the Luxembourg Guarantorabove.

Guarantee Limitations. The guarantee given by each Guarantor incorporated in Ireland does not apply to any liability to the extent that it would result in this guarantee constituting unlawful financial assistance within the meaning of Section 82. Notwithstanding anything to the contrary contained in this Agreement or in any other Loan Documents, the guarantee aggregate obligations and exposure of each of Lux Holdco, Lux Borrower, Lux Sub ▇▇▇▇▇ and any other Guarantor established in Luxembourg or having its “centre of main interests” (as this term is used in Article 3(1) of the Insolvency Regulation) in Luxembourg (a “Luxembourg Guarantor”) in respect of the obligations of Holdings the Irish Holdco or any of its Subsidiaries which is not a direct or indirect subsidiary of such relevant Luxembourg Guarantor shall be limited at any time to an aggregate amount not exceeding 95% of the greater of: (a) an amount equal to the sum of the relevant Luxembourg Guarantor's own funds ’s Net Assets (capitaux propresas defined below), as referred to reflected in Annex I the most recent financial information of the relevant Luxembourg Guarantor available to the grand-ducal regulation dated 18 December 2015 defining the form and content of the presentation of the balance sheet and profit and loss account, and enforcing the Luxembourg Law dated 19 December 2002 concerning the trade and companies register and the accounting and annual accounts of undertakings (the “Regulation”), Administrative Agent as increased by the amount of any debts owed to the Luxembourg Guarantor by a company of the same group of the Luxembourg Guarantor, as shown in (x) the latest interim financial statements available (if any), at the date of demand of payment under this Agreement orAgreement, if not availableincluding, (y) the latest annual without limitation, its most recently and duly approved financial statements (comptes annuels) and any (unaudited) interim financial statements signed by its board of managers (gérants) or by its board of directors (conseil d’administration), as applicable (or, if no financial information is available with respect to the relevant Luxembourg Guarantor as at the date of demand of payment under this Agreement, the first financial information available with respect to such Luxembourg Guarantor after the date of this Agreement); and (b) an amount equal to the sum of the relevant Luxembourg Guarantor’s own funds Net Assets, as reflected in the most recent financial information of the relevant Luxembourg Guarantor available to the Administrative Agent as at the date the Guarantee is called, including, without limitation, its most recently and duly approved financial statements (capitaux proprescomptes annuels) and any (unaudited) interim financial statements signed by its board of managers (gérants) or by its board of directors (conseil d’administration), as referred to in the Regulation, as increased by the amount of any debts owed to the Luxembourg Guarantor by a company of the same group of the Luxembourg Guarantor, at the date of entry into this Agreement. The limitation set forth under items (a) and (b) above shall not apply to any amounts borrowed under this Agreement and made available, in any form whatsoever, to the Luxembourg Guarantor or any of its direct or indirect subsidiariesapplicable. Should the financial information referred to in clause (a) and (b) above of the relevant Luxembourg Guarantor not be available on the date of this Agreement or on the date the guarantee Guarantee is called, as the case may be, such financial information relevant Luxembourg Guarantor’s Net Assets will be determined by Administrative Agent or any other person designated by Administrative Agent, acting reasonably, in accordance with the Luxembourg accounting principles applicable referred to the Luxembourg Guarantor and at the cost of the Luxembourg Guarantorbelow.

Guarantee Limitations. (a) The guarantee given by obligations and liabilities of each Guarantor incorporated in Ireland does Sweden under this Agreement and the scope of the Guarantee in respect of obligations owed by parties other than itself and its wholly owned Subsidiaries shall be limited, if (and only if) required by the provisions of the Swedish Companies Act (Sw. Aktiebolagslagen (2005:551)) regulating distribution of assets and other value transfers (Chapter 17, Section 1-4) (or their equivalents from time to time) and unlawful financial assistance and it is understood that the obligations of the Guarantors under this Agreement shall apply only to the extent permitted by the aforementioned provisions of the Swedish Companies Act. (b) Notwithstanding any provision of this Agreement or any other Senior Finance Document, the obligations of any Guarantor incorporated in Denmark (each a "Danish Guarantor") and, if required of the board of directors or management board of that Danish Guarantor in order to comply with their obligations in respect of such statutory provisions, of any Guarantor that, directly or indirectly, is a Subsidiary of that Danish Guarantor and is incorporated in a jurisdiction other than Denmark, expressed to be assumed in this Agreement or any other Senior Finance Document: (i) shall be deemed not to be assumed (and any security created in relation thereto shall be limited) if and to the extent required to comply with Danish statutory provisions on unlawful financial assistance including, but not limited to, sections 206 through 212 of the Danish Companies Act (Da: selskabsloven) as amended and supplemented from time to time; and (ii) shall, in relation to obligations not incurred as a result of borrowings (including, for the avoidance of doubt, counter-indemnities for the obligations of the Super Senior Guarantee Creditor under the Super Senior Guarantee Facility), hedging or issuance of bonds under any Senior Finance Document by the Danish Guarantor or by a direct or indirect Subsidiary of the Danish Guarantor, further be limited to an amount equal to the greater of: (A) the equity of the Danish Guarantor at the date of this Agreement or, as the case may be, the date of the Danish Guarantor's accession to this Agreement; and (B) the equity at the date when a claim for payment is made against the Danish Guarantor under this Agreement or any other Senior Finance Document, (c) Notwithstanding anything to the contrary in this Agreement or the other Secured Finance Documents, the obligations of any Guarantor incorporated in Hong Kong under this Agreement shall not apply if, and only to the extent, compliance by that Guarantor incorporated in Hong Kong with such obligations would constitute unlawful financial assistance, as provided in Division 5 of Part 5 of the Companies Ordinance (Cap. 622 of the Laws of Hong Kong). (d) Notwithstanding any liability provision of this Agreement or any other Secured Finance Documents, the obligations and liabilities of any Guarantor incorporated in Spain (each a "Spanish Guarantor") under this Agreement or any other provision of the Secured Finance Documents shall be deemed not to be assumed by such Spanish Guarantor to the extent that it would result in this guarantee constituting they constitute or may constitute unlawful financial assistance within the meaning of Section 82Article 150 of the Spanish Capital Companies Law (where the Spanish Guarantor is a Spanish joint stock company (sociedad anónima) or article 143 of the Spanish Capital Companies Law (where the Spanish Guarantor is a Spanish limited liability company (sociedad de responsabilidad limitada) or any other legal provision that may substitute these articles or be applicable to any Spanish Obligor in respect of such unlawful financial assistance and/or would be contrary to the corporate interest of the Spanish Guarantor. Furthermore, the obligations and liabilities for each Spanish Guarantor under this Agreement or any other provision of the Secured Finance Documents, in respect of the 2023 Bonds and the New Debt Bonds, shall not include any obligations or liabilities which, if incurred, constitute or may constitute a breach of Article 401 of the Spanish Capital Companies Law or any other legal provision that may substitute this article or be applicable in this respect to any Spanish Guarantor. In particular, the obligations and liabilities of a Spanish Guarantor in the form of a Spanish limited liability company (sociedad de responsabilidad limitada), including, but not limited to Naypemar Barcelona S.L.U. and Scan Global Logistics Spain, ▇.▇▇. shall not exceed an amount equal to twice the equity (recursos propios) of the relevant Spanish limited liability company (sociedad de responsabilidad limitada). The above limitations shall apply to any security by guarantee, indemnity, collateral or otherwise and to subordination of rights and claims, subordination or turnover of rights of recourse, application of proceeds and any other means of direct and indirect financial assistance. (e) Notwithstanding anything to the contrary contained in this Agreement or in any the other Loan Secured Finance Documents, the guarantee obligations and liabilities of any Guarantor incorporated in Australia (each Guarantor established in Luxembourg an "Australian Guarantor") shall be not apply or having its “centre of main interests” (as this term is used in Article 3(1) of the Insolvency Regulation) in Luxembourg (a “Luxembourg Guarantor”) in respect of the obligations of Holdings or any of its Subsidiaries which is not a direct or indirect subsidiary of such relevant Luxembourg Guarantor shall be limited at any time (as applicable) if, and only to an aggregate amount not exceeding 95% the extent, giving, incurring or complying with such obligations or liabilities (as applicable) would constitute a breach of section 260A of the greater Corporations Act 2001 (Commonwealth of Australia) ("Australian Financial Assistance Law"). The above limitations shall apply to any security by guarantee, indemnity, collateral or otherwise and to subordination of rights and claims, subordination or turnover of rights of recourse, application of proceeds and any other means of direct and indirect financial assistance. (f) Notwithstanding any provision of this Agreement or any other Secured Finance Documents, the obligations and liabilities of any Guarantor incorporated in Belgium (each a "Belgian Guarantor") which may be paid by a Belgian Guarantor under the Agreement or any other Secured Finance Document will at all times be limited to the highest of: (ai) the Luxembourg Guarantor's own funds highest level of On-Lending (capitaux propres), as referred defined below) to in Annex I that Belgian Guarantor and its Subsidiaries reached at any time between the date of its accession to the grandAgreement and the date on which a demand is made on that Belgian Guarantor under the Agreement or any Secured Finance Document; (ii) eighty-ducal regulation dated 18 December 2015 defining the form and content five per cent. (85%) of the presentation Net Assets (as defined below) of that Belgian Guarantor calculated on the basis of the balance sheet and profit and loss account, and enforcing the Luxembourg Law dated 19 December 2002 concerning the trade and companies register and the accounting and latest available audited annual accounts of undertakings (the “Regulation”), as increased by the amount of any debts owed to the Luxembourg Guarantor by a company of the same group of the Luxembourg Guarantor, as shown in (x) the latest interim financial statements available (if any), at the date of demand this accession to the Agreement of payment under this Agreement orthat Belgian Guarantor, if not available, as applicable; and (yiii) eighty-five per cent. (85%) of the Net Assets (as defined below) of that Belgian Guarantor calculated on the basis of the latest audited annual financial statements (comptes annuels) accounts available at the date on which a demand is made on it under the Agreement or any Secured Finance Document, it being understood that in case of demand of a payment by a Belgian Guarantor under this Agreement; and (b) the Luxembourg Guarantor’s own funds (capitaux propres)Agreement or any Secured Finance Document, as referred to in the Regulation, as increased by the amount so paid will be deducted from the maximum liability of any debts owed to that Belgian Guarantor under the Luxembourg Guarantor by a company of the same group of the Luxembourg Guarantor, at the date of entry into this Agreement. The limitation set forth under items (a) and (b) above shall not apply to any amounts borrowed under this Agreement and made available, in any form whatsoever, to the Luxembourg Guarantor or any of its direct or indirect subsidiariesSecured Finance Documents. Should For the financial information referred to in clause (a) and (b) above not be available on the date purposes of this Agreement or on paragraph (f): "Net Assets" (netto-actief/actif net) means the date the guarantee is called, net assets as the case may be, such financial information will be determined by Administrative Agent or any other person designated by Administrative Agent, acting reasonably, in accordance with articles 7:212 of the Luxembourg Belgian Companies and Associations Code and accounting principles applicable to the Luxembourg Guarantor and at the cost of the Luxembourg Guarantorgenerally accepted in Belgium.

Guarantee Limitations. The (a) Without limiting any specific exemptions set out below and notwithstanding any other provision of this Agreement or any other Finance Document to the contrary: (i) no Guarantor’s obligations and liabilities under this Clause ‎21 and under any other guarantee given or indemnity provision in a Finance Document (the “Guarantee Obligations”) will extend to include any obligation or liability, including any Swap Obligation; and (ii) no Transaction Security granted by each a Guarantor incorporated in Ireland does not apply to will secure any liability Guarantee Obligation, to the extent that it doing so would result in this guarantee constituting constitute unlawful financial assistance within (notwithstanding any applicable exemptions and/or undertaking of any applicable prescribed whitewash or similar financial assistance procedures) in connection with the meaning acquisition of Section 82. Notwithstanding anything to shares in itself or its Holding Company under the contrary contained in this Agreement or in any other Loan Documentslaws of its jurisdiction of incorporation. (b) If, notwithstanding paragraph ‎(a) above, the guarantee obligations of each Guarantor established in Luxembourg or having its “centre of main interests” (as this term is used in Article 3(1) giving of the Insolvency Regulation) in Luxembourg (a “Luxembourg Guarantor”) guarantee in respect of the obligations of Holdings Guarantee Obligations or any of its Subsidiaries which is not a direct or indirect subsidiary of such relevant Luxembourg Guarantor shall be limited at any time to an aggregate amount not exceeding 95% of the greater of: (a) the Luxembourg Guarantor's own funds (capitaux propres)Transaction Security would constitute unlawful financial assistance, as referred to in Annex I to the grand-ducal regulation dated 18 December 2015 defining the form and content of the presentation of the balance sheet and profit and loss account, and enforcing the Luxembourg Law dated 19 December 2002 concerning the trade and companies register and the accounting and annual accounts of undertakings (the “Regulation”), as increased by the amount of any debts owed to the Luxembourg Guarantor by a company of the same group of the Luxembourg Guarantor, as shown in (x) the latest interim financial statements available (if any), at the date of demand of payment under this Agreement or, if not available, (y) the latest annual financial statements (comptes annuels) available at the date of demand of payment under this Agreement; and (b) the Luxembourg Guarantor’s own funds (capitaux propres), as referred to in the Regulation, as increased by the amount of any debts owed to the Luxembourg Guarantor by a company of the same group of the Luxembourg Guarantor, at the date of entry into this Agreement. The limitation set forth under items (a) and (b) above shall not apply to any amounts borrowed under this Agreement and made available, in any form whatsoeverthen, to the Luxembourg extent necessary to give effect to paragraph ‎(a) above, the obligations under the Finance Documents will be deemed to have been split into two (2) tranches; “Tranche 1” comprising those obligations which can be secured by the Guarantee Obligations of the relevant Guarantor or any Transaction Security granted by the relevant Guarantor without breaching or contravening relevant financial assistance laws applicable to such Guarantor and “Tranche 2” comprising the remainder of its direct or indirect subsidiariesthe obligations under the Finance Documents. Should The Tranche 2 obligations will be excluded from the relevant Guarantee Obligations of such Guarantor (but only for so long as including them within such Guarantee Obligations would cause such Guarantor to be in breach of financial information referred assistance laws applicable to in clause (ait) and (b) above not be available on the date of this Agreement or on the date the guarantee is called, as the case may be, such financial information will be determined by Administrative Agent or any other person designated by Administrative Agent, acting reasonably, in accordance with the Luxembourg accounting principles applicable allocated to the Luxembourg Guarantor Series to which those obligations relate, to the extent that that can be determined and at is permissible under the cost laws of the Luxembourg Guarantorjurisdiction of incorporation of the Guarantor in question.

Guarantee Limitations. The guarantee given by each Guarantor incorporated in Ireland does not apply to any liability to the extent that it would result in this guarantee constituting unlawful financial assistance within the meaning of Section 82. Notwithstanding anything to the contrary contained in this Agreement or in any other Loan Documents, the guarantee obligations of each Guarantor established in Luxembourg or having its “centre of main interests” (as this term is used in Article 3(1) of the Insolvency Regulation) in Luxembourg (a “Luxembourg Guarantor”) in respect of the obligations of Holdings or any of its Subsidiaries which is not a direct or indirect subsidiary of such relevant Luxembourg Guarantor shall be limited at any time to an aggregate amount not exceeding 95% of the greater of: (a) the Luxembourg Guarantor's own funds (capitaux propres), as referred to in Annex I to the grand-ducal regulation dated 18 December 2015 defining the form and content of the presentation of the balance sheet and profit and loss account, and enforcing the Luxembourg Law dated 19 December 2002 concerning the trade and companies register and the accounting and annual accounts of undertakings (the “Regulation”), as increased by the amount of any debts owed to the Luxembourg Guarantor by a company of the same group of the Luxembourg Guarantor, as shown in (x) the latest interim financial statements available (if any), at the date of demand of payment under this Agreement or, if not available, (y) the latest annual financial statements (comptes annuels) available at the date of demand of payment under this Agreement; and (b) the Luxembourg Guarantor’s own funds (capitaux propres), as referred to in the Regulation, as increased by the amount of any debts owed to the Luxembourg Guarantor by a company of the same group of the Luxembourg Guarantor, at the date of entry into this Agreement. Exhibit to Fourth Amendment.docx The limitation set forth under items (a) and (b) above shall not apply to any amounts borrowed under this Agreement and made available, in any form whatsoever, to the Luxembourg Guarantor or any of its direct or indirect subsidiaries. Should the financial information referred to in clause (a) and (b) above not be available on the date of this Agreement or on the date the guarantee is called, as the case may be, such financial information will be determined by Administrative Agent or any other person designated by Administrative Agent, acting reasonably, in accordance with the Luxembourg accounting principles applicable to the Luxembourg Guarantor and at the cost of the Luxembourg Guarantor.

Guarantee Limitations. The guarantee given by each Guarantor incorporated in Ireland does not apply to United States of America (a) Notwithstanding any liability to the extent that it would result in term or provision of this guarantee constituting unlawful financial assistance within the meaning of Section 82. Notwithstanding anything to the contrary contained Clause 17.12 or any other term in this Agreement or in any Finance Document, each Finance Party agrees that each US Guarantor’s liability under this Clause, without the requirement of amendment or any other Loan Documentsformality, be limited to a maximum aggregate amount equal to the guarantee obligations largest amount that would not render its liability under this Clause subject to avoidance as a fraudulent transfer or conveyance under Section 548 of each Guarantor established in Luxembourg or having its “centre of main interests” (as this term is used in Article 3(1) Title 11 of the Insolvency Regulation) United States Bankruptcy Code or any applicable provision of comparable state law, in Luxembourg each case after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (a “Luxembourg Guarantor”) specifically excluding, however, any liabilities of such Guarantor in respect of intercompany indebtedness to a Borrower to the extent such Financial Indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder) and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, reimbursement, indemnification or contribution of such Guarantor pursuant to applicable law or pursuant to the terms of any agreement providing for an equitable allocation among such Guarantor and the Borrowers and other Guarantors of obligations arising under this Agreement or other guarantees of Holdings such obligations by such parties. (b) Notwithstanding any term or provision of this Clause 17.12 or any other term in this Agreement or any Finance Document, each party agrees that, in the event any payment or distribution is made on any date by a Guarantor under this Clause 17 (Guarantee and indemnity), each such US Guarantor shall be entitled to be indemnified from each other Guarantor, to the greatest extent permitted under applicable law and subject to the other limitation of its Subsidiaries this clause 17.12 in an amount equal to such payment or distribution, in each case multiplied by a fraction of which is not a the numerator shall be the net worth of the contributing Guarantor and the denominator shall be the aggregate net worth of all the Guarantors. (c) Each US Guarantor acknowledges that: (i) it will receive valuable direct or indirect subsidiary of such relevant Luxembourg Guarantor shall be limited at any time to an aggregate amount not exceeding 95% benefits as a result of the greater of:transactions financed by the Finance Documents; (aii) those benefits will constitute reasonably equivalent value and fair consideration for the Luxembourg Guarantor's own funds (capitaux propres), as referred to in Annex I to the grand-ducal regulation dated 18 December 2015 defining the form and content of the presentation of the balance sheet and profit and loss account, and enforcing the Luxembourg Law dated 19 December 2002 concerning the trade and companies register and the accounting and annual accounts of undertakings (the “Regulation”), as increased by the amount purpose of any debts owed to the Luxembourg Guarantor by a company of the same group of the Luxembourg Guarantor, as shown in (x) the latest interim financial statements available (if any), at the date of demand of payment under this Agreement or, if not available, (y) the latest annual financial statements (comptes annuels) available at the date of demand of payment under this Agreementfraudulent transfer law; and (biii) each relevant Finance Party has acted in good faith in connection with the guarantee given by that US Guarantor and the transactions contemplated by the relevant Finance Documents. (d) Each US Guarantor represents and warrants to each Finance Party that: (i) the Luxembourg Guarantor’s own funds aggregate amount of its debts (capitaux propres)including its obligations under the Finance Documents) is less than the aggregate value (being the lesser of fair valuation and present fair saleable value) of its assets; (ii) its capital is not unreasonably small to carry on its business as it is being conducted; (iii) it has not incurred and does not intend to incur debts beyond its ability to pay as they mature; and (iv) it has not made a transfer or incurred any obligation under any Finance Document with the intent to hinder, as referred to in delay or defraud any of its present or future creditors. For purposes of the Regulationforegoing, as increased by the amount of any debts owed to contingent liabilities have been computed as the Luxembourg Guarantor by a company amount that, in light of all the same group of the Luxembourg Guarantor, at facts and circumstances existing on the date of entry into this Agreement. The limitation set forth under items representation and warranty is made, can reasonably be expected to become an actual or matured liability. (ae) Each representation and warranty in this Subclause: (bi) above shall not apply to any amounts borrowed under this Agreement and is made available, in any form whatsoever, to the Luxembourg by each US Guarantor or any of its direct or indirect subsidiaries. Should the financial information referred to in clause (a) and (b) above not be available on the date of this Agreement or Agreement; (ii) is deemed to be repeated by: (A) each Additional Guarantor on the date that Additional Guarantor becomes a US Guarantor; and (B) each US Guarantor on the guarantee is calleddate of each Utilisation Request; and is, as the case may bewhen repeated, such financial information will be determined by Administrative Agent or any other person designated by Administrative Agent, acting reasonably, in accordance with the Luxembourg accounting principles applicable applied to the Luxembourg Guarantor and circumstances existing at the cost time of repetition. (f) The obligations being guaranteed by the Luxembourg GuarantorGuarantors in connection with this Agreement (by express guarantee, grant of security or otherwise) shall not extend to any Excluded Swap Obligations.

Guarantee Limitations. The (a) This guarantee given by each Guarantor incorporated in Ireland and indemnity does not apply to any liability to the extent that it would result in this guarantee constituting unlawful the relevant Guarantor breaching any applicable law and/or regulation (including any financial assistance within laws). In addition, the meaning obligations of Section 82. any MGO Group Member that grants a guarantee and indemnity under this Clause 19 by entering into an Accession Deed shall be subject to any limitations set out in that Accession Deed (if any). (b) Each US Guarantor acknowledges that it will receive valuable direct or indirect benefits as a result of the transactions financed by the Secured Documents. (c) Notwithstanding anything to the contrary contained in this Agreement herein or in any other Loan DocumentsSecured Document, each Finance Party and each Hedge Counterparty agrees that the guarantee obligations maximum liability of each US Guarantor established under this Clause 19 shall in Luxembourg no event exceed an amount equal to the greatest amount that would not render such US Guarantor's obligations hereunder and under the other Secured Documents subject to avoidance under US Bankruptcy Law or having its “centre to being set aside, avoided or annulled under any Fraudulent Transfer Law, in each case after giving effect (i) to all other liabilities of main interests” such US Guarantor, contingent or otherwise, that are relevant under such Fraudulent Transfer Law (as this term is used in Article 3(1) specifically, excluding, however, any liabilities of the Insolvency Regulation) in Luxembourg (a “Luxembourg Guarantor”) such US Guarantor in respect of intercompany indebtedness to any Obligor to the obligations extent that such Financial Indebtedness would be discharged in an amount equal to the amount paid by such US Guarantor hereunder without duplication of Holdings or any of its Subsidiaries which is not a direct or indirect subsidiary amounts paid by any other person) and (ii) to the value as assets of such relevant Luxembourg US Guarantor shall be limited at (as determined under the applicable provisions of such Fraudulent Transfer Law) of any time rights to subrogation, contribution, reimbursement, indemnity or similar rights held by such US Guarantor pursuant to (A) applicable law or (B) any other agreement providing for an aggregate amount not exceeding 95% of the greater of: (a) the Luxembourg Guarantor's own funds (capitaux propres), as referred to in Annex I to the grand-ducal regulation dated 18 December 2015 defining the form and content of the presentation of the balance sheet and profit and loss account, and enforcing the Luxembourg Law dated 19 December 2002 concerning the trade and companies register equitable allocation among such US Guarantor and the accounting and annual accounts other Obligors of undertakings (the “Regulation”), as increased by the amount of any debts owed to the Luxembourg Guarantor by a company of the same group of the Luxembourg Guarantor, as shown in (x) the latest interim financial statements available (if any), at the date of demand of payment obligations arising under this Agreement or, if not available, (y) the latest annual financial statements (comptes annuels) available at the date or other guarantees of demand of payment under this Agreement; and (b) the Luxembourg Guarantor’s own funds (capitaux propres), as referred to in the Regulation, as increased such obligations by the amount of any debts owed to the Luxembourg Guarantor by a company of the same group of the Luxembourg Guarantor, at the date of entry into this Agreement. The limitation set forth under items (a) and (b) above shall not apply to any amounts borrowed under this Agreement and made available, in any form whatsoever, to the Luxembourg Guarantor or any of its direct or indirect subsidiaries. Should the financial information referred to in clause (a) and (b) above not be available on the date of this Agreement or on the date the guarantee is called, as the case may be, such financial information will be determined by Administrative Agent or any other person designated by Administrative Agent, acting reasonably, in accordance with the Luxembourg accounting principles applicable to the Luxembourg Guarantor and at the cost of the Luxembourg Guarantorparties.

Guarantee Limitations. (a) The guarantee given by each obligations and liabilities of the French Guarantor incorporated under the Finance Documents and in Ireland does particular under this Clause 15 shall not apply to include any obligation or liability to which, if incurred, would constitute the extent that it would result in this guarantee constituting unlawful provision of financial assistance within the meaning of Section 82. Notwithstanding anything article L.225-216 of the French Code de Commerce and/or would constitute a misuse of corporate assets within the meaning of article(s) L.242-6 and L.244-1 of the French Code de Commerce or any other law or regulation having the same effect, as interpreted by French courts and/or would infringe article L. 511-7 of the French Code monétaire et financier. (b) The obligations and liabilities of the French Guarantor under this Clause 15 for the obligations under the Finance Documents of any Borrower shall be limited, at any time to an amount equal to: (A) the payment obligations of such Borrower, but (B) not exceeding the aggregate of all amounts directly borrowed under the Finance Documents by such other Borrower to the contrary contained in extent directly or indirectly on-lent to the French Guarantor or its Subsidiaries under intercompany loan agreements and outstanding at the date a payment is to be made by the French Guarantor under this Agreement or in Clause 15; it being specified that any other Loan Documents, payment made by the guarantee obligations of each French Guarantor established in Luxembourg or having its “centre of main interests” (as under this term is used in Article 3(1) of the Insolvency Regulation) in Luxembourg (a “Luxembourg Guarantor”) Clause 15 in respect of the obligations of Holdings or such Borrower shall reduce pro tanto the outstanding amount of the intercompany loans due by the French Guarantor under the intercompany loan agreements referred to above and that any repayment of its Subsidiaries which the intercompany loans by the French Guarantor shall reduce pro tanto the amount payable under this Clause 15. (c) It is acknowledged that the French Guarantor is not a direct or indirect subsidiary of such relevant Luxembourg acting jointly and severally with the other Guarantors and the French Guarantor shall therefore not be limited at any time considered as “co-débiteur solidaire” as to an aggregate amount not exceeding 95% of its obligations pursuant to the greater of:guarantee given pursuant to this Clause 15. (ad) For the Luxembourg Guarantor's own funds (capitaux propres), as referred to in Annex I to the grand-ducal regulation dated 18 December 2015 defining the form and content purpose of the presentation of the balance sheet and profit and loss account, and enforcing the Luxembourg Law dated 19 December 2002 concerning the trade and companies register and the accounting and annual accounts of undertakings (the “Regulation”), as increased by the amount of any debts owed to the Luxembourg Guarantor by a company of the same group of the Luxembourg Guarantor, as shown in (x) the latest interim financial statements available (if any), at the date of demand of payment under this Agreement or, if not available, (y) the latest annual financial statements (comptes annuels) available at the date of demand of payment under this Agreement; and paragraphs (b) and (c) above “Subsidiary” means, in relation to any company, another company which is controlled by it within the Luxembourg Guarantor’s own funds (capitaux propres), as referred to in the Regulation, as increased by the amount meaning of any debts owed to the Luxembourg Guarantor by a company article L.233-3 of the same group of the Luxembourg Guarantor, at the date of entry into this Agreement. The limitation set forth under items (a) and (b) above shall not apply to any amounts borrowed under this Agreement and made available, in any form whatsoever, to the Luxembourg Guarantor or any of its direct or indirect subsidiaries. Should the financial information referred to in clause (a) and (b) above not be available on the date of this Agreement or on the date the guarantee is called, as the case may be, such financial information will be determined by Administrative Agent or any other person designated by Administrative Agent, acting reasonably, in accordance with the Luxembourg accounting principles applicable to the Luxembourg Guarantor and at the cost of the Luxembourg GuarantorFrench Code de commerce.

Guarantee Limitations. The (a) Without limiting any specific exemptions set out below and notwithstanding any other provision of this Agreement or any other Finance Document to the contrary: (i) no Guarantor’s obligations and liabilities under this Clause ‎21 and under any other guarantee given or indemnity provision in a Finance Document (the “Guarantee Obligations”) will extend to include any obligation or liability, including any Swap Obligation; and (ii) no Transaction Security granted by each a Guarantor incorporated in Ireland does not apply to will secure any liability Guarantee Obligation, to the extent that it doing so would result in this guarantee constituting constitute unlawful financial assistance within (notwithstanding any applicable exemptions and/or undertaking of any applicable prescribed whitewash or similar financial assistance procedures) in connection with the meaning acquisition of Section 82. Notwithstanding anything to shares in itself or its Holding Company under the contrary contained in this Agreement or in any other Loan Documentslaws of its jurisdiction of incorporation. (b) If, notwithstanding paragraph ‎(a) above, the guarantee obligations of each Guarantor established in Luxembourg or having its “centre of main interests” (as this term is used in Article 3(1) giving of the Insolvency Regulation) in Luxembourg (a “Luxembourg Guarantor”) guarantee in respect of the obligations of Holdings Guarantee Obligations or any of its Subsidiaries which is not a direct or indirect subsidiary of such relevant Luxembourg Guarantor shall be limited at any time to an aggregate amount not exceeding 95% of the greater of: (a) the Luxembourg Guarantor's own funds (capitaux propres)Transaction Security would constitute unlawful financial assistance, as referred to in Annex I to the grand-ducal regulation dated 18 December 2015 defining the form and content of the presentation of the balance sheet and profit and loss account, and enforcing the Luxembourg Law dated 19 December 2002 concerning the trade and companies register and the accounting and annual accounts of undertakings (the “Regulation”), as increased by the amount of any debts owed to the Luxembourg Guarantor by a company of the same group of the Luxembourg Guarantor, as shown in (x) the latest interim financial statements available (if any), at the date of demand of payment under this Agreement or, if not available, (y) the latest annual financial statements (comptes annuels) available at the date of demand of payment under this Agreement; and (b) the Luxembourg Guarantor’s own funds (capitaux propres), as referred to in the Regulation, as increased by the amount of any debts owed to the Luxembourg Guarantor by a company of the same group of the Luxembourg Guarantor, at the date of entry into this Agreement. The limitation set forth under items (a) and (b) above shall not apply to any amounts borrowed under this Agreement and made available, in any form whatsoeverthen, to the Luxembourg extent necessary to give effect to paragraph ‎(a) above, the obligations under the Finance Documents will be deemed to have been split into two (2) tranches; “Tranche 1” comprising those obligations which can be secured by the Guarantee Obligations of the relevant Guarantor or any Transaction Security granted by the relevant Guarantor without breaching or contravening relevant financial assistance laws applicable to such Guarantor and “Tranche 2” comprising the remainder of its direct or indirect subsidiariesthe obligations under the Finance Documents. Should The Tranche 2 obligations will be excluded from the relevant Guarantee Obligations of such Guarantor (but only for so long as including them within such Guarantee Obligations would cause such Guarantor to be in breach of financial information referred assistance laws applicable to in clause (ait) and (b) above not be available on the date of this Agreement or on the date the guarantee is called, as the case may be, such financial information will be determined by Administrative Agent or any other person designated by Administrative Agent, acting reasonably, in accordance with the Luxembourg accounting principles applicable allocated to the Luxembourg Guarantor Facility to which those obligations relate, to the extent that that can be determined and at is permissible under the cost laws of the Luxembourg Guarantorjurisdiction of incorporation of the Guarantor in question.