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.
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Samples: Supplemental Indenture (Invacare Corp), Indenture (Invacare Corp), Indenture (Invacare Corp)
Agreed Security Principles. (a) Subject to paragraph (b) below, the guarantees and security required to be provided under the Notes Note Documents (i) by any Note Guarantor Party incorporated in a Foreign Guarantor Jurisdiction (such term as defined below) (a “Foreign GuarantorNote Party”) or (ii) over the Equity Interests of a Foreign Guarantor Note Party owned by any Note Party, will in each case, be given in accordance with the security principles set out in this Annex F Appendix B (these “Agreed Security Principles”). This Annex F Appendix B 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 Note Parties and (y) in respect of the Equity Interests of Foreign Guarantors Note Parties owned by any Note Party in relation to the Notes (or any refinancing thereof) 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 Notes Collateral Agent and, with respect to any provisions relating to protections or obligations of the Notes Collateral Agent Trustee or the Trustee, the Notes Collateral Agent Agent, the Trustee and the TrusteeNotes Collateral Agent, 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.
Appears in 2 contracts
Samples: First Supplemental Indenture (DIEBOLD NIXDORF, Inc), First Supplemental Indenture (DIEBOLD NIXDORF, Inc)
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 Notes 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 these 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.
Appears in 1 contract
Samples: Indenture (INVACARE HOLDINGS Corp)
Agreed Security Principles. (a) Subject to paragraph (b) below, the The guarantees and security required to be provided under the Notes Loan Documents (i) by any Note Guarantor Foreign Subsidiaries incorporated in a Foreign Guarantor Material Jurisdiction (such term as defined below) which are not Excluded Subsidiaries (a “Foreign Guarantor”) or (ii) over the Equity Interests of a Foreign Guarantor Subsidiary owned by any Note Loan Party, will in each case, be given in accordance with the security principles set out in this Annex F Exhibit A (these “Agreed Security Principles”). This Annex F Exhibit A 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 Subsidiaries owned by any Note Loan Party in relation to the Notes Facilities and certain of the other Notes Obligations. For the avoidance of doubt, these Agreed Security Principles do not apply to Domestic Subsidiaries.
(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 Borrower and the Required Holders Administrative Agent and, with respect to any provisions relating to protections or obligations of the Notes Collateral Agent or the TrusteeAgent, the Notes Collateral Agent and the Trustee, respectivelyAgent. For the avoidance of doubt, neither the Notes Collateral Agent nor the Trustee shall have any no 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 its own counsel in each foreign jurisdiction that is a Material Jurisdiction (limited to one counsel in each such foreign jurisdiction) and the Company Borrower agrees to pay all fees and expenses related thereto.
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