Common use of Poland Clause in Contracts

Poland. Notwithstanding any other provisions in this Indenture or any other Note Document, in accordance with Clause 27.18 (Guarantee Limitations for Polish Guarantors) of the Intercreditor Agreement, a Guarantor incorporated under the laws of Poland being a limited liability company (spółka z ograniczoną odpowiedzialnością) (each, a “Polish Guarantor”) shall not be obliged to make a payment under this Article 11 in the event and only in part in which such payment would result in: (1) the assets of the relevant Polish Guarantor being reduced to an amount that is not sufficient to cover in full its share capital pursuant to Article 189 §2 of the Polish Commercial Companies Code (as defined in the Intercreditor Agreement); and/or (2) a breach of the restrictions on the return to the shareholder(s) of the contributions (wkład) to cover the share capital pursuant to Article 189 § 1 of the Polish Commercial Companies Code, provided that no party to this Indenture makes any statement on whether it considers that Article 189 of the Polish Commercial Companies Code would in fact limit the liability and/or the Polish Guarantor’s payment obligations under Article 11 (Note Guarantees). For avoidance of doubt, the Polish Guarantor withholding a payment in accordance with paragraphs (1) and/or (2) above shall make the required payment as soon as the circumstances which led to it withholding the payment have ceased to exist.