THE
LAWYER GIVING THE OPINION) WIDELY ACCEPTED AMONG GERMAN LAWYERS, AND/OR COURT
DECISIONS ISSUED AFTER THE DATE OF THIS AGREEMENT IN RELATION TO THE RELEVANT
ISSUES WHICH PRESENT THE RISK OF LIABILITY AS MATERIALLY GREATER THAN THE RISK
OF LIABILITY AS PRESENTED BY LEGAL LITERATURE AND/OR COURT DECISIONS CURRENT ON
THE DATE OF THIS AGREEMENT) THE MANAGING DIRECTORS OF THE GERMAN OBLIGOR (OR ITS
SHAREHOLDER'S OR AN AFFILIATED COMPANY'S MANAGING DIRECTORS, OFFICERS OR BOARD
MEMBERS), OR AN
75
AFFILIATED COMPANY (VERBUNDENES UNTERNEHMEN) TO A SIGNIFICANT RISK OF CIVIL OR
CRIMINAL LIABILITY; AND
(II)
SPECIFIES THE MAXIMUM AMOUNT TO WHICH THE PAYMENT
AND/OR ENFORCEMENT OF ANY CLAIMS UNDER OR IN CONNECTION WITH THE FINANCE
DOCUMENTS SHALL BE LIMITED TO PREVENT THE CIRCUMSTANCES REFERRED TO IN THE
SUB-PARAGRAPH IMMEDIATELY ABOVE FROM ARISING.
(F)
IF THE FACILITY AGENT (ACTING ON
BEHALF OF THE LENDERS) DISAGREES WITH THE CONCLUSIONS OF THE ABOVEMENTIONED
LEGAL OPINION, THE FACILITY AGENT SHALL BE ENTITLED TO FURTHER PURSUE ITS CLAIMS
AND/OR RIGHTS (IF ANY) UNDER THE DISPUTE SOLUTIONS AGREED UPON AND, IN
PARTICULAR, TO CONTEST THE CONCLUSIONS OF THE LEGAL OPINION (AND THEREFORE THE
LIMITATIONS ON THE GUARANTEES) IN COURT, AND THE GERMAN OBLIGOR SHALL BE
ENTITLED TO PROVE WHAT LIMITATIONS UNDER THE RELEVANT GUARANTEES ARE NECESSARY
TO PREVENT THE MANAGING DIRECTORS OF THE GERMAN OBLIGOR (OR ITS SHAREHOLDER'S OR
AN AFFILIATED COMPANY'S MANAGING DIRECTORS, OFFICERS OR BOARD MEMBERS) OR AN
AFFILIATED COMPANY TO BECOME SUBJECT TO CIVIL OR CRIMINAL LIABILITY, AND THE
CONCLUSIONS OF SUCH DISPUTE RESOLUTION PROCESSES SHALL (SUBJECT TO ANY RIGHTS OF
APPEAL) BE EFFECTIVE BETWEEN THE PARTIES (I.E., THE LIMITATIONS ON THE RELEVANT
GUARANTEES SHALL BE ADJUSTED TO REFLECT THE CONCLUSIONS OF SUCH DISPUTE
RESOLUTION PROCESSES).
(G)
IN THE CASE OF A GUARANTOR ORGANISED IN
THE FORM OF A LIMITED PARTNERSHIP IN WHICH THE GENERAL PARTNER IS A GMBH (GMBH &
CO. KG), THE PROVISIONS SET OUT ABOVE SHALL APPLY MUTATIS MUTANDIS TO THE
GUARANTOR'S GENERAL PARTNER (KOMPLEMENTÄR).
(H)
IF AND TO THE EXTENT THAT:
(I)
A GUARANTEE GRANTED UNDER THE FACILITY AGREEMENT
SECURES ANY LOANS, (I) WHICH ARE MADE TO A CORPORATION, OR (II) WHICH ARE DEEMED
TO BE MADE TO A CORPORATION ACCORDING TO SECTION 8A PARAGRAPH 5 SENTENCE 2
GERMAN CORPORATION INCOME TAX ACT (KÖRPERSCHAFTSTEUERGESETZ), AND WHICH
CORPORATION IS SUBJECT TO GERMAN CORPORATION INCOME TAX, (SUCH LOANS BEING
DEFINED AS A "GERMAN LOANS" AND SUCH CORPORATION BEING DEFINED AS "GERMAN
BORROWER"); AND
(II)
THE RELEVANT GUARANTOR GRANTING SUCH GUARANTEE EITHER
(I) QUALIFIES AS A MAJOR SHAREHOLDER (WESENTLICHER ANTEILSEIGNER) WITHIN THE
MEANING OF SECTION 8A OF THE GERMAN INCOME CORPORATION TAX ACT
(KÖRPERSCHAFTSSTEUERGESETZ) OF SUCH GERMAN BORROWER OR (II) AS AN AFFILIATED
PARTY WITHIN THE MEANING OF SECTION 1 PARAGRAPH 2 OF THE GERMAN FOREIGN TRADE
TAX ACT (AUSSENSTEUERGESETZ) OF SUCH A MAJOR SHAREHOLDER OF SUCH GERMAN
BORROWER,
such guarantee (or any enforceable judgment based thereon) shall not be enforced
against assets of the relevant Guarantor which qualify as LTIBR(s) if and to the
extent such LTIBR(s) are (i) encumbered in favour