Common use of Limitations — Germany Clause in Contracts

Limitations — Germany. (a) The Lender agrees that its right to enforce any guarantee or indemnity granted by a Subsidiary Guarantor incorporated in Germany which is constituted in the form of a limited partnership (Kommanditgesellschaft) with a limited liability company (Gesellschaft mit beschränkter Haftung) as general partner (GmbH & Co. KG) or a limited liability company (Gesellschaft mit beschränkter Haftung – GmbH) (each a “Relevant German Obligor”) shall, if and to the extent that such guarantee or indemnity is an up-stream or cross-stream security which secures liabilities of the Relevant German Obligor’s shareholders or of an affiliated company (verbundenes Unternehmen) of any such shareholder within the meaning of §15 of the German Stock Corporation Act (Aktiengesetz) of such Relevant German Obligor, at all times be limited if and to the extent that (i) the enforcement of the guarantee granted by the Relevant German Obligor would cause the Relevant German Obligor’s, and, in the case of a GmbH & Co. KG, also such Relevant German Obligor’s general partner’s, assets (the calculation of which shall include all items set forth in §266(2) A, B, and C of the German Commercial Code (Handelsgesetzbuch) less the Relevant German Obligor’s or in the case of a GmbH & Co. KG, such Relevant German Obligor’s general partner’s, liabilities (the calculation of which shall take into account the captions reflected in §266(3) B, C (but disregarding, for the avoidance of doubt, the Relevant German Obligor’s liabilities under this Agreement and D of the German Commercial Code) (the “Net Asset”), being less than its respective registered share capital (Stammkapital) plus reserves for its own shares (Rücklage für eigene Anteile) (the aggregate of the registered share capital and the reserves for its own shares, the “Protected Capital”) (Begüendung einer Unterbilanz) or (ii) where the amount of the Relevant German Obligor’s Net Assets (or the Net Assets of its general partner if the Relevant German Obligor is a GmbH & Co. KG) are already less than its Protected Capital causing such amount to be further reduced (Vertiefung einer Unterbilanz).

Limitations — Germany. (a) The Lender Each holder of Notes agrees that its right to enforce any guarantee or indemnity granted by a Subsidiary Guarantor incorporated in Germany which is constituted in the form of a limited partnership (Kommanditgesellschaft) with a limited liability company (Gesellschaft mit beschränkter Haftung) as general partner (GmbH & Co. KG) or a limited liability company (Gesellschaft mit beschränkter Haftung – GmbH) (each a “Relevant German Obligor”") shall, if and to the extent that such guarantee or indemnity is an up-stream or cross-stream security which secures liabilities of the Relevant German Obligor’s shareholders or of an affiliated company (verbundenes Unternehmen) of any such shareholder within the meaning of §15 of the German Stock Corporation Act (Aktiengesetz) of such Relevant German Obligor, at all times be limited if and to the extent that (i) the enforcement of the guarantee granted by the Relevant German Obligor would cause the Relevant German Obligor’s, and, in the case of a GmbH & Co. KG, also such Relevant German Obligor’s general partner’s, assets (the calculation of which shall include all items set forth in §266(2) A, B, and C of the German Commercial Code (HandelsgesetzbuchHandelsgesetbuch) less the Relevant German Obligor’s or in the case of a GmbH & Co. KG, such Relevant German Obligor’s general partner’s, liabilities (the calculation of which shall take into account the captions reflected in §266(3) B, C (but disregarding, for the avoidance of doubt, the Relevant German Obligor’s liabilities under this Agreement and D of the German Commercial Code) (the “Net Asset”"), being less than its respective registered share capital (Stammkapital) plus reserves for its own shares (Rücklage für eigene Anteile) (the aggregate of the registered share capital and the reserves shares for its own shares, the “Protected Capital”") (Begüendung Begruendung einer Unterbilanz) or (ii) where the amount of the Relevant German Obligor’s Net Assets (or the Net Assets of its general partner if the Relevant German Obligor is a GmbH & Co. KG) are already less than its Protected Capital causing such amount to be further reduced (Vertiefung einer Unterbilanz).

Limitations — Germany. (a) The Lender Each holder of Notes agrees that its right to enforce any guarantee or indemnity granted by a Subsidiary Guarantor incorporated in Germany which is constituted in the form of a limited partnership (Kommanditgesellschaft) with a limited liability company (Gesellschaft mit beschränkter Haftung) as general partner (GmbH & Co. KG) or a limited liability company (Gesellschaft mit beschränkter Haftung – GmbH) (each a “Relevant German Obligor”) shall, if and to the extent that such guarantee or indemnity is an up-stream or cross-stream security which secures liabilities of the Relevant German Obligor’s shareholders or of an affiliated company (verbundenes Unternehmen) of any such shareholder within the meaning of §15 of the German Stock Corporation Act (Aktiengesetz) of such Relevant German Obligor, at all times be limited if and to the extent that (i) the enforcement of the guarantee granted by the Relevant German Obligor would cause the Relevant German Obligor’s, and, in the case of a GmbH & Co. KG, also such Relevant German Obligor’s general partner’s, assets (the calculation of which shall include all items set forth in §266(2) A, B, and C of the German Commercial Code (HandelsgesetzbuchHandelsgesetbuch) less the Relevant German Obligor’s or in the case of a GmbH & Co. KG, such Relevant German Obligor’s general partner’s, liabilities (the calculation of which shall take into account the captions reflected in §266(3) B, C (but disregarding, for the avoidance of doubt, the Relevant German Obligor’s liabilities under this Agreement and D of the German Commercial Code) (the “Net Asset”), being less than its respective registered share capital (Stammkapital) plus reserves for its own shares (Rücklage für eigene Anteile) (the aggregate of the registered share capital and the reserves shares for its own shares, the “Protected Capital”) (Begüendung Begruendung einer Unterbilanz) or (ii) where the amount of the Relevant German Obligor’s Net Assets (or the Net Assets of its general partner if the Relevant German Obligor is a GmbH & Co. KG) are already less than its Protected Capital causing such amount to be further reduced (Vertiefung einer Unterbilanz).. UTi Worldwide Inc. Note Purchase Agreement

Limitations — Germany. (a) The Lender agrees that its right to enforce any guarantee Guarantee or indemnity granted by a Subsidiary Guarantor incorporated in Germany which is constituted in the form of a limited partnership (Kommanditgesellschaft) with a limited liability company (Gesellschaft mit beschränkter Haftung) as general partner (GmbH & Co. KG) or a limited liability company (Gesellschaft mit beschränkter Haftung – GmbH) (each a “Relevant German Obligor”) shall, if and to the extent that such guarantee or indemnity is an up-stream or cross-stream security which secures liabilities of the Relevant German Obligor’s shareholders or of an affiliated company (verbundenes Unternehmen) of any such shareholder within the meaning of §section 15 of the German Stock Corporation Act (Aktiengesetz) of such Relevant German Obligor, at all times be limited if and to the extent that (i) the enforcement of the guarantee granted by the Relevant German Obligor would cause the Relevant German Obligor’s, and, in the case of a GmbH & Co. KG, also such Relevant German Obligor’s general partner’s, assets (the calculation of which shall include all items set forth in §section 266(2) A, B, and C of the German Commercial Code (HandelsgesetzbuchHandelsgesetbuch) less the Relevant German Obligor’s or in the case of a GmbH & Co. KG, such Relevant German Obligor’s general partner’s, liabilities (the calculation of which shall take into account the captions reflected in §section 266(3) B, C (but disregarding, for the avoidance of doubt, the Relevant German Obligor’s liabilities under this Agreement and D of the German Commercial Code) (the “Net Asset”), being less than its respective registered share capital (Stammkapital) plus reserves for its own shares (Rücklage für eigene Anteile) (the aggregate of the registered share capital and the reserves shares for its own shares, the “Protected Capital”) (Begüendung Begruendung einer Unterbilanz) or (ii) where the amount of the Relevant German Obligor’s Net Assets (or the Net Assets of its general partner if the Relevant German Obligor is a GmbH & Co. KG) are already less than its Protected Capital causing such amount to be further reduced (Vertiefung einer Unterbilanz).

Limitations — Germany. (a) The Lender Each holder of Notes agrees that its right to enforce any guarantee or indemnity granted by a Subsidiary Guarantor incorporated in Germany which is constituted in the form of a limited partnership (Kommanditgesellschaft) with a limited liability company (Gesellschaft mit beschränkter Haftung) as general partner (GmbH & Co. KG) or a limited liability company (Gesellschaft mit beschränkter Haftung – GmbH) (each a “Relevant German Obligor”) shall, if and to the extent that such guarantee or indemnity is an up-stream or cross-stream security which secures liabilities of the Relevant German Obligor’s 's shareholders or of an affiliated company (verbundenes Unternehmen) of any such shareholder within the meaning of §15 of the German Stock Corporation Act (Aktiengesetz) of such Relevant German Obligor, at all times be limited if and to the extent that (i) the enforcement of the guarantee granted by the Relevant German Obligor would cause the Relevant German Obligor’s, and, in the case of a GmbH & Co. KG, also such Relevant German Obligor’s general partner’s, assets (the calculation of which shall include all items set forth in §266(2) A, B, and C of the German Commercial Code (HandelsgesetzbuchHandelsgesetbuch) less the Relevant German Obligor’s or in the case of a GmbH & Co. KG, such Relevant German Obligor’s general partner’s, liabilities (the calculation of which shall take into account the captions reflected in §266(3) B, C (but disregarding, for the avoidance of doubt, the Relevant German Obligor’s liabilities under this Agreement and D of the German Commercial Code) (the “Net Asset”), being less than its respective registered share capital (Stammkapital) plus reserves for its own shares (Rücklage für eigene Anteile) (the aggregate of the registered share capital and the reserves shares for its own shares, the “Protected Capital”) (Begüendung Begruendung einer Unterbilanz) or (ii) where the amount of the Relevant German Obligor’s 's Net Assets (or the Net Assets of its general partner if the Relevant German Obligor is a GmbH & Co. KG) are already less than its Protected Capital causing such amount to be further reduced (Vertiefung einer Unterbilanz).

Limitations — Germany. (a) The Lender Each holder of Notes agrees that its right to enforce any guarantee or indemnity granted by a Subsidiary Guarantor incorporated in Germany which is constituted in the form of a limited partnership (Kommanditgesellschaft) with a limited liability company (Gesellschaft mit beschränkter beschrankter Haftung) as general partner (GmbH & Co. KG) or a limited liability company (Gesellschaft mit beschränkter beschrankter Haftung – GmbH) (each a “"Relevant German Obligor”") shall, if and to the extent that such guarantee or indemnity is an up-stream or cross-stream security which secures liabilities of the Relevant German Obligor’s 's shareholders or of an affiliated company (verbundenes Unternehmen) of any such shareholder within the meaning of §Section 15 of the German Stock Corporation Act (Aktiengesetz) of such Relevant German Obligor (other than such Relevant German Obligor's Subsidiaries) which are not, without accounting for the direct and indirect interest of the Relevant German Obligor in such subsidiary, directly or indirectly, more than 50% owned by any of the Relevant German Obligor's shareholders), at all times be limited if and to the extent that (i) the enforcement of the guarantee granted by the Relevant German Obligor would cause the Relevant German Obligor’s's, and, in the case of a GmbH & Co. KG, also such Relevant German Obligor’s 's general partner’s's, assets (the calculation of which shall include all items set forth in §Section 266(2) A, B, and C of the German Commercial Code (HandelsgesetzbuchHandelsgesetbuch) less the Relevant German Obligor’s 's or in the case of a GmbH & Co. KG, such Relevant German Obligor’s 's general partner’s's, liabilities (the calculation of which shall take into account the captions reflected in §Section 266(3) B, C (but disregarding, for the avoidance of doubt, the Relevant German Obligor’s 's liabilities under this Agreement and D of the German Commercial Code) (the “"Net Asset”"), being less than its respective registered share capital (Stammkapital) plus reserves for its own shares (Rücklage für Rucklage fur eigene Anteile) (the aggregate of the registered share capital and the reserves shares for its own shares, the “"Protected Capital”") (Begüendung Begruendung einer Unterbilanz) or (ii) where the amount of the Relevant German Obligor’s 's Net Assets (or the Net Assets of its general partner if the Relevant German Obligor is a GmbH & Co. KG) are already less than its Protected Capital causing such amount to be further reduced (Vertiefung einer Unterbilanz).

Limitations — Germany. (a) The Lender Each Finance Party agrees that its right to enforce any guarantee or indemnity granted by a Subsidiary Global Guarantor incorporated in Germany which is constituted in the form of a limited partnership (Kommanditgesellschaft) with a limited liability company (Gesellschaft mit beschränkter beschrankter Haftung) as general partner (GmbH & Co. KG) or a limited liability company (Gesellschaft mit beschränkter beschrankter Haftung – GmbH) (each a “Relevant German Obligor”RELEVANT GERMAN OBLIGOR) shall, if and to the extent that such guarantee or indemnity is an up-stream or cross-stream security which secures liabilities of the Relevant German Obligor’s 's shareholders or of an affiliated company (verbundenes Unternehmen) of any such shareholder within the meaning of §Sectiion 15 of the German Stock Corporation Act (Aktiengesetz) of such Relevant German Obligor (other than such Relevant German Obligor's Subsidiaries) which are not, without accounting for the direct and indirect interest of the Relevant German Obligor in such subsidiary, directly or indirectly, more than 50 per cent. owned by any of the Relevant German Obligor's shareholders), at all times be limited if and to the extent that (i) the enforcement of the guarantee granted by the Relevant German Obligor would cause the Relevant German Obligor’s's, and, in the case of a GmbH & Co. KG, also such Relevant German Obligor’s 's general partner’s's, assets (the calculation of which shall include all items set forth in §Section 266(2) A, B, and C of the German Commercial Code (Handelsgesetzbuch) less the Relevant German Obligor’s 's or in the case of a GmbH & Co. KG, such Relevant German Obligor’s 's general partner’s's, liabilities (the calculation of which shall take into account the captions reflected in §Section 266(3) B, C (but disregarding, for the avoidance of doubt, the Relevant German Obligor’s 's liabilities under this Agreement and D of the German Commercial Code) (the “Net Asset”NET ASSET), being less than its respective registered share capital (Stammkapital) plus reserves for its own shares (Rücklage für Rucklage fur eigene Anteile) (the aggregate of the registered share capital and the reserves shares for its own shares, the “Protected Capital”PROTECTED CAPITAL) (Begüendung Begruendung einer Unterbilanz) or (ii) where the amount of the Relevant German Obligor’s Net 's net Assets (or the Net Assets of its general partner if the Relevant German Obligor is a GmbH & &Co. KG) are already less than its Protected Capital causing such amount to be further reduced (Vertiefung einer Unterbilanz).