Common use of Limitation on Guarantee Clause in Contracts

Limitation on Guarantee. (a) The New Senior Note Guarantor shall not be liable to pay any amount to the extent that any liability or obligation under the Guarantee would result in a violation of, or give rise to directors’ personal liability (with respect to the New Senior Note Guarantor or its shareholders) under, mandatory German capital maintenance rules (Kapitalerhaltunsgvorschriften) pursuant to German company law, in particular Sections 30 et seq. and Section 64 of the German Act on Limited Liability Companies (Gesetz über Gesellschaften mit beschränkter Haftung) and/or Sections 57, 71 and 71a of the German Stock Corporation Act (Aktiengesetz) (the “German Capital Maintenance Rules”). To the extent that any liability or obligation of the New Senior Note Guarantor under the Guarantee violates or contradicts German Capital Maintenance Rules or gives rise to directors’ personal liability, such liability or obligation shall be deemed replaced by a liability or obligation of a similar nature compliant with German Capital Maintenance Rules, which provides the best possible result (within the limits of German Capital Maintenance Rules) in favour of the Holders and the Trustee and their respective successors and assigns.

Limitation on Guarantee. (a) The New Senior Note Subordinated Guarantor shall not be liable to pay any amount to the extent that any liability or obligation under the Guarantee would result in a violation of, or give rise to directors’ personal liability (with respect to the New Senior Note Subordinated Guarantor or its shareholders) under, mandatory German capital maintenance rules (Kapitalerhaltunsgvorschriften) pursuant to German company law, in particular Sections 30 et seq. and Section 64 of the German Act on Limited Liability Companies (Gesetz über Gesellschaften mit beschränkter Haftung) and/or Sections 57, 71 and 71a of the German Stock Corporation Act (Aktiengesetz) (the “German Capital Maintenance Rules”). To the extent that any liability or obligation of the New Senior Note Subordinated Guarantor under the Guarantee violates or contradicts German Capital Maintenance Rules or gives rise to directors’ personal liability, such liability or obligation shall be deemed replaced by a liability or obligation of a similar nature compliant with German Capital Maintenance Rules, which provides the best possible result (within the limits of German Capital Maintenance Rules) in favour of the Holders and the Trustee and their respective successors and assigns.

Limitation on Guarantee. (a) The None of the New Senior Note Guarantor Guarantors shall not be liable to pay any amount to the extent that any liability or obligation under the Senior Note Guarantee would result in a violation of, or give rise to directors’ personal liability (with respect to the each New Senior Note Guarantor or its shareholders) under, mandatory German capital maintenance rules (Kapitalerhaltunsgvorschriften) pursuant to German company law, in particular Sections 30 et seq. and Section 64 of the German Act on Limited Liability Companies (Gesetz über Gesellschaften mit beschränkter Haftung) and/or Sections 57, 71 and 71a of the German Stock Corporation Act (Aktiengesetz) (the “German Capital Maintenance Rules”). To the extent that any liability or obligation of the any New Senior Note Guarantor under the Senior Note Guarantee violates or contradicts German Capital Maintenance Rules or gives rise to directors’ personal liability, such liability or obligation shall be deemed replaced by a liability or obligation of a similar nature compliant with German Capital Maintenance Rules, which provides the best possible result (within the limits of German Capital Maintenance Rules) in favour of the Holders and the Trustee and their respective successors and assigns.

Limitation on Guarantee. (a) The None of the New Senior Note Guarantor Subordinated Guarantors shall not be liable to pay any amount to the extent that any liability or obligation under the Subordinated Guarantee would result in a violation of, or give rise to directors’ personal liability (with respect to the each New Senior Note Subordinated Guarantor or its shareholders) under, mandatory German capital maintenance rules (Kapitalerhaltunsgvorschriften) pursuant to German company law, in particular Sections 30 et seq. and Section 64 of the German Act on Limited Liability Companies (Gesetz über Gesellschaften mit beschränkter Haftung) and/or Sections 57, 71 and 71a of the German Stock Corporation Act (Aktiengesetz) (the “German Capital Maintenance Rules”). To the extent that any liability or obligation of the any New Senior Note Subordinated Guarantor under the Subordinated Guarantee violates or contradicts German Capital Maintenance Rules or gives rise to directors’ personal liability, such liability or obligation shall be deemed replaced by a liability or obligation of a similar nature compliant with German Capital Maintenance Rules, which provides the best possible result (within the limits of German Capital Maintenance Rules) in favour of the Holders and the Trustee and their respective successors and assigns.