If the guarantee or indemnity was enforced without limitation because the Management Determination and/or the Auditor's Determination (as the case may be) was not delivered within the relevant time, the Finance Parties shall promptly upon demand by the relevant German Guarantor repay to such German Guarantor any amount which is necessary pursuant to section 30 of the German Act on Limited Liability Companies (GmbHG) to maintain the registered share capital (Stammkapital) of that German Guarantor or, in the case of a German GmbH & Co. KG Guarantor, the registered share capital (Stammkapital) of its general partner, calculated as of the date that the Enforcement Notice was given provided such demand is made within eighteen months (Ausschlußfrist) after the date the guarantee or indemnity was enforced without regard to the limitations set out above.

within 15 Business Days following the notification by the Finance Parties (acting through the Agent) of their intention to enforce that demand payment under the guarantee or indemnity (the "Enforcement Notice"), the managing director(s) on behalf of the relevant German Guarantor has/have confirmed in writing to the Agent to what extent the relevant Secured Obligation does not result from borrowings drawn by or on-lent, or otherwise passed on to the relevant German Guarantor or any of its subsidiaries and that the guarantee or indemnity cannot be enforced as it would cause the net assets of such German Guarantor or, in the case of a German GmbH & Co. KG Guarantor, its general partner to fall below its registered share capital (Stammkapital) in violation of section 30 of the German Act on Limited Liability Companies (GmbHG) (taking into account the adjustments set out in paragraphs # to # of paragraph # above) and such confirmation is supported by evidence reasonably satisfactory to the Finance Parties (acting through the Agent) (the "Management Determination") and the Finance Parties (acting through the Agent) have not contested this and argued that no or a lower amount would be necessary to maintain its registered share capital (Stammkapital); or

If the Agent disagrees with the Auditor's Determination, the Finance Parties (acting through the Agent) shall be entitled to enforce the guarantee or indemnity up to the amount which is undisputed between themselves and the relevant German Guarantor. In relation to the amount which is disputed, the Finance Parties (acting through the Agent) shall be entitled to further pursue their claims (if any) and that German Guarantor shall be entitled to prove that this amount is necessary for maintaining its registered share capital (Stammkapital) or, in the case of a German GmbH & Co. KG Guarantor, the registered share capital (Stammkapital) of its general partner, without violation of section 30 of the German Act on Limited Liability Companies (GmbHG) (calculated as of the date that the Enforcement Notice was given).