Agreed Security Principles. Delete paragraph 3(a)(ii)(C) of Schedule 11 (Agreed Security Principles).
Agreed Security Principles. Notwithstanding anything to the contrary provided elsewhere in this Article 11, the obligations of the Company and each Guarantor pursuant to this Article 11 shall be subject to the Agreed Security Principles.
Agreed Security Principles. 1.1 The Guarantees to be provided by the Issuers and the Guarantors will be given in accordance with certain agreed security principles (the “Agreed Security Principles”). This Schedule 2.1 identifies the Agreed Security Principles and addresses the manner in which the Agreed Security Principles will impact on or be determinant of the Guarantees to be taken in relation to this Indenture, and of any future Liens or security, if any, to be taken as of the date such Liens are granted.
1.2 The Agreed Security Principles embody a recognition by all parties that there may be certain legal, commercial and practical difficulties in obtaining effective security from the Company and each of its Restricted Subsidiaries in every jurisdiction in which the Company and its Restricted Subsidiaries are located. In particular:
(a) general statutory or other legal limitations or requirements, financial assistance, corporate benefit, fraudulent preference, “thin capitalization” rules, retention of title claims and similar matters may limit the ability of the Company or any of its Restricted Subsidiaries to provide a Guarantee or may require that it be limited as to amount or otherwise, and if so the same shall be limited accordingly, provided that the Company or the relevant Restricted Subsidiary shall use reasonable endeavors to overcome such obstacle. The Company will use reasonable endeavors to assist in demonstrating that adequate corporate benefit accrues to each of the Restricted Subsidiary;
(b) the Company and its Restricted Subsidiaries will not be required to give Guarantees or enter into security document if (or to the extent) it is not within the legal capacity of the Company or its relevant Restricted Subsidiary or if the same would conflict with the fiduciary duties of their directors or contravene any legal prohibition or regulatory condition or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for any officer or director of the Company or any of the Restricted Subsidiaries, provided that the Company and each of its Restricted Subsidiaries shall use reasonable endeavors to overcome any such obstacle;
(c) a key factor in determining whether or not security shall be taken is the applicable cost (including adverse effects on interest deductibility, registration taxes and notarial costs) which shall not be disproportionate to the benefit to the Holders of obtaining such security;
(d) where there is material in...
Agreed Security Principles. 1.1 The Guarantees and Liens to be provided by the Issuers and the Guarantors will be given in accordance with certain agreed security principles (the “Agreed Security Principles”). This Schedule 2.1 identifies the Agreed Security Principles and addresses the manner in which the Agreed Security Principles will impact on or be determinant of the Guarantees and Liens to be taken in relation to this Indenture.
Agreed Security Principles. The guarantees to be provided under and in connection with this Indenture will be given in accordance with the guarantee principles set out in this Schedule I (the “Agreed Security Principles”).
Agreed Security Principles. 1.1 The Company will use reasonable endeavours to assist in demonstrating that adequate corporate benefit accrues to the relevant Guarantor Company (as defined below).
1.2 The guarantees and security to be provided will be given in accordance with certain Agreed Security Principles. The Company and the Finance Parties have agreed and acknowledged that their rights and obligations under the Finance Documents and the Senior Secured Notes Documents (together, the “Secured Documents”) in respect of (i) the giving or taking of guarantees, (ii) the giving and taking of security and (iii) all of the rights and obligations associated with such giving or taking of guarantees and security, shall be subject to and limited by these Agreed Security Principles.
Agreed Security Principles. (a) Subject to paragraph (b) below, the guarantees and security required to be provided under the Notes Documents (i) by any Note Guarantor incorporated in a Foreign Guarantor Jurisdiction (such term as defined below) (a “Foreign Guarantor”) or (ii) over the Equity Interests of a Foreign Guarantor owned by any Note Party, will in each case, be given in accordance with the security principles set out in this Annex F (these “Agreed Security Principles”). This Annex F identifies the Agreed Security Principles and determines the extent and terms of the guarantees and security proposed to be provided (x) by the Foreign Guarantors and (y) in respect of the Equity Interests of Foreign Guarantors owned by any Note Party in relation to the Notes and certain of the other Notes Obligations.
(b) To the extent that an interpretation of these Agreed Security Principles or a determination is required to be made hereunder in connection with the delivery of guarantees and security or the terms of the guarantees and security, such determination will be made by the Company and the Required Holders and, with respect to any provisions relating to protections or obligations of the Notes Collateral Agent or the Trustee, the Notes Collateral Agent and the Trustee, respectively. For the avoidance of doubt, neither the Notes Collateral Agent nor the Trustee shall have any obligation to ensure that the security and guarantees provided are consistent with these Agreed Security Principles, and the Notes Collateral Agent and Trustee shall be entitled to their own counsel in each foreign jurisdiction and the Company agrees to pay all fees and expenses related thereto.
Agreed Security Principles. 1.1 The Guarantees and Liens to be provided by the Issuers and the Guarantors will be given in accordance with certain agreed security principles (the “Agreed Security Principles”). This Exhibit E identifies the Agreed Security Principles and addresses the manner in which the Agreed Security Principles will impact on or be determinant of the Guarantees and Liens to be taken in relation to this Indenture.
Agreed Security Principles. Amend Schedule 19 (Agreed Security Principles) to reflect the following agreed security principles in respect of security granted over real estate, bank accounts, fixed assets, insurance policies and intellectual property prior to the Asset Security Release Date and to make any consequential and/or conforming changes to Schedule 19 (Agreed Security Principles): “Real estate
(a) There will be no obligation for a Security Provider to grant security over real property provided that a Security Provider may grant a floating charge (or other similar security) over any of its material freehold real property under a security document which charges all of the assets of the relevant Security Provider.
(b) There will be no obligation to investigate title, provide surveys or other insurance or environmental due diligence.
(a) There will be no obligation for a Security Provider to grant security over its bank accounts provided that a Security Provider may grant a floating charge (or other similar security) over any of its material bank accounts under a security document which charges all of the assets of the relevant Security Provider. Any security over bank accounts shall be subject to any prior Security Interests and any other rights (including but not limited to set off rights) in favour of the bank which maintains the relevant account which are created either by law or in the standard terms and conditions of the relevant bank.
(b) No notices of any Security Interest over bank accounts will be required to be served on the bank which maintains the relevant account. There will be no obligation for a Security Provider to grant security over its fixed assets provided that a Security Provider may grant a floating charge (or other similar security) over any of its material fixed assets under a security document which charges all of the assets of the relevant Security Provider.
Agreed Security Principles. (a) The security to be provided in connection with this Agreement will be given in accordance with certain agreed security principles as set out herein (the Security Principles).
(b) All parties recognise that there may be certain legal and practical difficulties in obtaining effective security from all members of the Group over all assets. In particular:
(i) general statutory limitations, financial assistance, corporate benefit, fraudulent preference, “thin capitalisation” rules, retention of title claims and similar principles may limit the ability of a member of the Group to enter into a Security Document or to give a guarantee;
(ii) a key factor in determining whether or not security shall be taken is the applicable cost;
(iii) any assets subject to third party arrangements which may prevent those assets from being charged will be excluded from any relevant Security Document if the owner of those assets having used all reasonable endeavours to get the third party’s consent to the charging of those assets, does not obtain such consent;
(iv) members of the Group will be required to enter into Security Documents if it is not unlawful for the relevant person to execute and deliver such Security Documents and that person executing and delivering such Security Documents would not result in personal liability for that person’s directors or other management. Each Obligor must use, and must procure that the relevant person uses, all reasonable endeavours lawfully to avoid any such unlawfulness or personal liability. This includes agreeing to a limit on the amount secured. The Facility Agent may (but shall not be obliged to) agree to such a limit if, in its opinion, to do so might avoid the relevant unlawfulness or personal liability;
(v) the giving of a guarantee, granting of security or the perfection of the security granted will not be required if it would have a material adverse effect on the ability of the relevant Obligor to conduct its operations and business in the ordinary course as otherwise permitted by the Finance Documents or would otherwise be unduly onerous.
