Common use of Agreed Security Principles Clause in Contracts

Agreed Security Principles. (a) The guarantees and Security Documents in respect of any Guarantor that is a Foreign Subsidiary or that are governed by the law of any jurisdiction other than the United States or Canada will be given (and the applicable documents prepared) in accordance with the principles set out herein (the “Agreed Security Principles”) which address the manner in which the Agreed Security Principles will impact on and determine the extent of the guarantees and security to be provided in relation to the Notes. To the extent that any provision of the Notes Documents further limits any actions required to be taken with respect to any guarantee or property, no provision hereof shall be interpreted to expand such requirements or require the taking of such actions. (b) The Agreed Security Principles embody a recognition by all parties that there may be certain legal and practical difficulties in obtaining effective or commercially reasonable guarantees and/or security from all relevant Guarantors (which term, as used herein, shall include the Issuers when referring to actions with respect to collateral or Security Documents otherwise subject hereto) in each jurisdiction in which it has been agreed that guarantees and security will be granted. In particular: (i) general legal and statutory limitations, regulatory restrictions, financial assistance, corporate benefit, fraudulent preference, equitable subordination, “transfer pricing” or “thin capitalization”, “earnings stripping”, “controlled foreign corporation” and other non-U.S. tax restrictions, “exchange control restrictions”, “capital maintenance” rules and “liquidity impairment” rules, tax restrictions, retention of title claims, employee consultation or approval requirements and similar principles may limit the ability of a Guarantor to provide a guarantee or security or may require that the guarantee or security be limited as to amount or otherwise and, if so, the guarantee or security will be limited accordingly; (ii) a key factor in determining whether or not a guarantee or security will be granted or taken (and in respect of the security, the extent of its perfection and/or registration) is the applicable time and cost (including adverse tax effects, interest deductibility, stamp duty, registration taxes, fees payable to a public registry, translation costs and notarial costs), which will not be disproportionate to the benefit accruing to the Holders of obtaining such guarantee or security (as determined by the Issuers in good faith); (iii) Guarantors will not be required to give guarantees or enter into security documents if it is not within the legal capacity of the relevant Guarantors (which cannot be solved by amending constitutional documents or equivalent actions) or if it would conflict with the fiduciary or statutory duties of their directors or contravene any applicable legal, regulatory or contractual prohibition or restriction or have the potential to result in a material risk of personal or criminal liability for any director or officer of or for any Guarantor; provided that subject to all other provisions hereof, solely in the case of a Guarantor that is a Significant Subsidiary incorporated under the laws of Germany, commercially reasonable efforts shall be taken by the Issuers and their applicable Restricted Subsidiaries to convert such Guarantor incorporated in the form of a stock corporation (Aktiengesellschaft, AG) or limited partnership on shares (Kommanditgesellschaft auf Aktien, KGaA) into a limited liability company (Gesellschaft mit beschränkter Haftung, GmbH) or a limited partnership with a limited liability company as its sole general partner (GmbH & Co. KG) (provided that no such commercially reasonable efforts shall be required to be taken to the extent the taking thereof could result in non-de minimis adverse tax, operational, regulatory or other consequences to Holdings or any of its Subsidiaries or any Parent Entities or direct or indirect equity owner of the foregoing (as determined by the Issuers in good faith)); (iv) guarantees and security will be limited so that the aggregate of translation costs, notarial costs and all registration and like taxes and duties relating to the provision of security, will not exceed an amount to be agreed between the Issuers and the Applicable Collateral Agent; (v) where a class of assets to be secured includes material and immaterial assets, if the cost of granting security over the immaterial assets is disproportionate to the benefit of such security, security will be granted over the material assets only (as determined by the Issuers in good faith); (vi) it is expressly acknowledged that it may be impossible or impractical to create security over certain categories of assets in which event security will not be taken over such assets; (vii) any assets subject to a legal requirement, contracts, leases, licenses or other third party arrangement which may prevent or condition those assets from being charged, secured or being subject to the applicable Security Document (including requiring a consent of any third party; supervisory board or works council (or equivalent)); and any assets which, if subject to the applicable Security Document, would give a third party the right to terminate or otherwise amend any rights, benefits and/or obligations with respect to any Guarantor in respect of those assets or require the grantor to take any action adverse in a non-de minimis respect to the interests of the Issuers and the Guarantors, taken as a whole, or any Guarantor shall not, in each case, be required to be subject to security (provided that, notwithstanding the foregoing, the applicable Guarantors will use commercially reasonable efforts to obtain internal corporate consents (provided that no such commercially reasonable efforts shall be required to be taken to the extent the taking thereof could result in non-de minimis adverse tax, operational, regulatory or other consequences to Holdings or any of its Subsidiaries or any Parent Entities or direct or indirect equity owner of the foregoing (as determined by the Issuers in good faith)); (viii) the giving of a guarantee, the granting of security or the perfection of the security granted will not be required if it would have a non-de minimis adverse effect on the ability of the relevant Guarantor (in the reasonable opinion of the Issuers) to conduct its operations and business in the ordinary course as otherwise permitted by the Notes Documents (including dealing with the secured assets and all contractual counterparties or amending, waiving or terminating (or allowing to lapse) any rights, benefits or obligations, in each case prior to a Declared Default (as defined below) and any requirement under the Agreed Security Principles to seek consent of any person or take or not take any other action shall be subject to this paragraph (viii)); (ix) any Security Document will only be required to be notarized if required by law in order for the relevant security to become effective or admissible in evidence; (x) unless required by applicable law or to ensure that the guarantees or security remain effective, no Guarantor shall be required to take any action in relation to such guarantees or security when any Holder assigns or transfers any of its interests to a new Holder (and, unless explicitly agreed to the contrary by the Issuers, no Issuer or Guarantor shall bear or otherwise be liable for any taxes, any notarial, registration or perfection fees or any other costs, fees or expenses that result from any assignment or transfer by a Holder); (xi) except as specifically required in the Indenture with respect to Material Real Property, no title investigations or other diligence on assets will be required and no title insurance will be required; and (xii) to the extent legally effective under applicable law, (x) all security will be given in favor of the Applicable Collateral Agent and not the secured creditors individually and (y) “parallel debt” provisions will be used where necessary or customary (and included in the Initial Intercreditor Agreements and not the individual security documents).

Agreed Security Principles. (a) The guarantees and Security security to be provided under the Finance Documents in respect of any Guarantor that is a Foreign Subsidiary or that are governed by the law of any jurisdiction other than the United States or Canada will be given (and the applicable documents prepared) in accordance with the security principles set out herein in this Schedule 8 (the “"Agreed Security Principles”) which address "). This Schedule 8 identifies the Agreed Security Principles and addresses the manner in which the Agreed Security Principles will impact on and determine the extent and terms of the guarantees and security proposed to be provided in relation to the Notes. To the extent that under any provision of the Notes Documents further limits any actions required to be taken with respect to any guarantee or property, no provision hereof shall be interpreted to expand such requirements or require the taking of such actionsFinance Document. (b) The Agreed Security Principles embody a the recognition by all parties that there may be certain legal and practical difficulties in obtaining effective or commercially reasonable guarantees and/or security from all relevant Guarantors (which term, as used herein, shall include members of the Issuers when referring to actions with respect to collateral or Security Documents otherwise subject hereto) Group in each jurisdiction in which it has been agreed that guarantees and security will be grantedgranted by those members. In particular: (i) general legal and statutory limitations, regulatory restrictions, financial assistance, anti-trust and other competition authority restrictions, corporate benefit, fraudulent preference, equitable subordination, “"transfer pricing” or “", "thin capitalization”capitalisation", “"earnings stripping”", “"controlled foreign corporation” " and other non-U.S. tax restrictions, “"exchange control restrictions”", “"capital maintenance” " rules and “"liquidity impairment” " rules, tax restrictions, retention of title claims, employee consultation or approval requirements and similar principles may limit the ability of a Guarantor member of the Group to provide a guarantee or security or may require that the guarantee or security be limited as to amount or otherwise and, if so, the guarantee or security will be limited accordinglyaccordingly provided that, to the extent requested by the Security Agent before signing any applicable security or accession document, the relevant member of the Group shall use reasonable endeavours (but without incurring material cost and without adverse impact on relationships with third parties) to overcome any such obstacle or otherwise such guarantee or security document shall be subject to such limit; (ii) without prejudice to the security to be granted pursuant to Schedule 2 (Conditions Precedent and Subsequent), a key factor in determining whether or not a guarantee or (and the terms on which) security will be granted or taken (and in respect of the security, the extent of its perfection and/or registration) is the applicable time and cost (including adverse tax effectseffects on taxes, interest deductibility, stamp duty, registration costs and taxes, fees payable to a public registrynotarial costs, translation costs and all applicable legal and notarial costs)fees and adverse effects on the ability of the Group to obtain or maintain local facilities or other financing arrangements, including any factoring or similar arrangement in each case permitted under this Agreement) which will not be disproportionate to the benefit accruing to the Holders Finance Parties of obtaining such guarantee or security (as determined by the Issuers in good faith)security; (iii) Guarantors without prejudice to the security to be granted pursuant to Schedule 2 (Conditions Precedent and Subsequent), members of the Group will not be required to give guarantees or enter into security documents if they are not wholly owned by another member of the Group or if it is not within the legal capacity of the relevant Guarantors (which cannot be solved by amending constitutional documents or equivalent actions) members of the Group or if it would conflict with the fiduciary or statutory duties of their directors Officers or contravene any applicable legal, regulatory or contractual prohibition or restriction or have the potential to result in a material risk of personal or criminal liability for any director or officer Officer of or for any Guarantor; member of the Group provided that subject to all other provisions hereofthat, solely in the case of a Guarantor that is a Significant Subsidiary incorporated under the laws of Germany, commercially reasonable efforts shall be taken by the Issuers and their applicable Restricted Subsidiaries to convert such Guarantor incorporated in the form of a stock corporation (Aktiengesellschaft, AG) or limited partnership on shares (Kommanditgesellschaft auf Aktien, KGaA) into a limited liability company (Gesellschaft mit beschränkter Haftung, GmbH) or a limited partnership with a limited liability company as its sole general partner (GmbH & Co. KG) (provided that no such commercially reasonable efforts shall be required to be taken to the extent requested by the taking thereof could result in non-de minimis adverse taxSecurity Agent before signing any applicable security document or accession document, operational, regulatory or other consequences to Holdings or any of its Subsidiaries or any Parent Entities or direct or indirect equity owner the relevant member of the foregoing Group shall use reasonable endeavours (as determined by the Issuers in good faith))but without incurring material cost and without adverse impact on relationships with third parties) to overcome any such obstacle or otherwise such guarantee or security document shall be subject to such limit; (iv) without prejudice to the security to be granted pursuant to Schedule 2 (Conditions Precedent and Subsequent), guarantees and security will be limited so that the aggregate of translation costs, notarial costs and all registration and like taxes and duties relating to the provision of security, security will not exceed an amount to be agreed between the Issuers Company and the Applicable Collateral Security Agent; (v) without prejudice to the security to be granted pursuant to Schedule 2 (Conditions Precedent and Subsequent), where a class of assets to be secured includes material and immaterial assets, if the cost of granting security over the immaterial assets is disproportionate to the benefit of such security, security will be granted over the material assets only (as determined by the Issuers in good faith)only; (vi) it is expressly acknowledged that it may be either impossible or impractical to create security over certain categories of assets in which event security will not be taken over such assets; (vii) without prejudice to the security to be granted pursuant to Schedule 2 (Conditions Precedent and Subsequent), any assets asset subject to a legal requirement, contractscontract, leaseslease, licenses licence, instrument, regulatory constraint (including any agreement with any government or regulatory body) or other third party arrangement (other than restrictions contained in the constitutional documents of a member of the Group or in any intra-Group loan agreement), which may prevent or condition those assets the asset from being charged, secured or being subject to the applicable Security Document security document (including requiring a consent of any third party; , supervisory board or works council (or equivalent)); ) and any assets asset which, if subject to the applicable Security Documentsecurity document, would give a third party the right to terminate or otherwise amend any rights, benefits and/or obligations with respect to any Guarantor member of the Group in respect of those assets the asset or require the grantor relevant chargor to take any action materially adverse in a non-de minimis respect to the interests of the Issuers and the Guarantors, taken as a whole, Group or any Guarantor shall notmember thereof, in each case, case will be required to be subject to excluded from a guarantee or security (provided that, notwithstanding the foregoing, the applicable Guarantors will use commercially reasonable efforts to obtain internal corporate consents (provided that no such commercially reasonable efforts shall be required to be taken to the extent the taking thereof could result in non-de minimis adverse tax, operational, regulatory or other consequences to Holdings or any of its Subsidiaries or any Parent Entities or direct or indirect equity owner of the foregoing (as determined by the Issuers in good faith))document; (viii) without prejudice to the security to be granted pursuant to Schedule 2 (Conditions Precedent and Subsequent), the giving of a guarantee, the granting of security or and the registration and/or the perfection of the security granted will not be required if it would have a non-de minimis material adverse effect on the ability of the relevant Guarantor (in the reasonable opinion member of the Issuers) Group to conduct its operations and business in the ordinary course as otherwise permitted by the Notes Finance Documents (including dealing with the secured assets and all contractual counterparties or amending, waiving or terminating (or allowing to lapse) any rights, benefits or obligations, in each case prior to a Declared Default (as defined below) which is continuing), and any requirement under the Agreed Security Principles to seek consent of any person or take or not take any other action shall be subject to this sub-paragraph (viii)); (ix) any Security Document security document will only be required to be notarized notarised if required by law in order for the relevant security to become effective or admissible in evidence; (x) to the extent possible and unless required by applicable law or to ensure that the guarantees or security remain effectivelaw, there should be no Guarantor shall be action required to take any action be taken in relation to such the guarantees or security when any Holder lender assigns or transfers any of its interests participation to a new Holder lender (and, unless explicitly agreed to the contrary by the Issuersin this Agreement, no Issuer or Guarantor member of the Group shall bear or otherwise be liable for any taxes, any notarial, registration or perfection fees or any other costs, fees or expenses that result from any assignment or transfer by a HolderFinance Party); (xi) except as specifically required in the Indenture with respect to Material Real Property, no title investigations or other diligence on assets will be required and no title insurance will be required; and; (xii) without prejudice to the security to be granted pursuant to Schedule 2 (Conditions Precedent and Subsequent), security will not be required over any assets subject to security in favour of a third party (other than in relation to security under general business conditions of account banks which do not prohibit or prevent the creation of Transaction Security over such accounts) or any cash constituting regulatory capital or customer cash (and such assets or cash shall be excluded from any relevant security document); (xiii) without prejudice to the security to be granted pursuant to Schedule 2 (Conditions Precedent and Subsequent), to the extent legally effective under applicable laweffective, (x) all security will be given in favor favour of the Applicable Collateral Security Agent and not the secured creditors individually and (y) “with the Security Agent to hold one set of security documents for all the Finance Parties); "parallel debt” " provisions will be used where necessary or customary (and included in the Initial Intercreditor Agreements Agreement and not the individual security documents); no member of the Group will be required to take any action in relation to any guarantees or security as a result of any assignment or transfer by a Lender; (xiv) without prejudice to the security to be granted pursuant to Schedule 2 (Conditions Precedent and Subsequent), guarantees and security will not be required from or over the assets of, any joint venture or similar arrangement, any minority interest or any member of the Group that is not wholly-owned by another member of the Group; (xv) each security document shall be deemed not to restrict or condition any transaction permitted under this Agreement or the Intercreditor Agreement and the security granted under each security document shall be deemed to be subject to these Agreed Security Principles, before and after the execution of the relevant security document and creation of the relevant security; (xvi) no security may be provided on terms which are inconsistent with the turnover or sharing provisions in the Intercreditor Agreement; (xvii) the Secured Parties (or any agent or similar representative appointed by them at the relevant time) will not be able to exercise any power of attorney or set-off granted to them under the terms of the Finance Documents prior to the occurrence of a Declared Default which is continuing; (xviii) no guarantee or security shall guarantee or secure any "Excluded Swap Obligations" defined in accordance with the LSTA Market Advisory Update dated February 15, 2013 entitled "Swap Regulations' Implications for Loan Documentation", and any update thereto by the LSTA; (xix) no guarantee or security shall be provided or required to the extent it would constitute or may constitute unlawful financial assistance within the meaning of French law or applicable law or any equivalent provision of any other applicable law or any Applicable Securities Law; (xx) other than a general filing relating to a floating charge or blanket lien, no perfection, filing or other action will be required with respect to assets of a type not owned by members of the Group; and (xxi) no translation of any document relating to any security or any asset subject to any security will be required to be prepared or provided to the Secured Parties, unless (i) required for such documents to become effective or admissible in evidence and (ii) a Declared Default is continuing.

Agreed Security Principles. (a) Capitalized terms used in this Exhibit E without definitions in this Indenture have the meanings assigned to them in the Intercreditor Agreement. (b) The guarantees and Security security to be provided under the Note Documents in respect of any Guarantor that is a Foreign Subsidiary or that are governed by the law of any jurisdiction other than the United States or Canada will be given (and the applicable documents prepared) in accordance with the security principles set out herein in this Exhibit E (the “Agreed Security Principles”) which address ). This Exhibit E identifies the Agreed Security Principles and addresses the manner in which the Agreed Security Principles will impact on and determine the extent and terms of the guarantees and security proposed to be provided in relation to the Notes. To the extent that under any provision of the Notes Documents further limits any actions required to be taken with respect to any guarantee or property, no provision hereof shall be interpreted to expand such requirements or require the taking of such actionsNote Document. (bc) The Agreed Security Principles embody a the recognition by all parties that there may be certain legal and practical difficulties in obtaining effective or commercially reasonable guarantees and/or security from all relevant Guarantors (which term, as used herein, shall include members of the Issuers when referring to actions with respect to collateral or Security Documents otherwise subject hereto) Group in each jurisdiction in which it has been agreed that guarantees and security will be grantedgranted by those members. In particular: (i) general legal and statutory limitations, regulatory restrictions, financial assistance, anti-trust and other competition authority restrictions, corporate benefit, fraudulent preference, equitable subordination, “transfer pricing” or ”, “thin capitalizationcapitalisation”, “earnings stripping”, “controlled foreign corporation” and other non-U.S. tax restrictions, “exchange control restrictions”, “capital maintenance” rules and “liquidity impairment” rules, tax restrictions, retention of title claims, employee consultation or approval requirements and similar principles may limit the ability of a Guarantor member of the Group to provide a guarantee or security or may require that the guarantee or security be limited as to amount or otherwise and, if so, the guarantee or security will be limited accordingly; (ii) a key factor in determining whether accordingly provided that, to the extent requested by the Security Agent before signing any applicable security or not a guarantee or security will be granted or taken (and in respect accession document, the relevant member of the security, the extent of its perfection and/or registrationGroup shall use reasonable endeavours (but without incurring material cost and without adverse impact on relationships with third parties) is the applicable time and cost (including adverse tax effects, interest deductibility, stamp duty, registration taxes, fees payable to a public registry, translation costs and notarial costs), which will not be disproportionate to the benefit accruing to the Holders of obtaining overcome any such obstacle or otherwise such guarantee or security (as determined by the Issuers in good faith); (iii) Guarantors will not be required to give guarantees or enter into security documents if it is not within the legal capacity of the relevant Guarantors (which cannot be solved by amending constitutional documents or equivalent actions) or if it would conflict with the fiduciary or statutory duties of their directors or contravene any applicable legal, regulatory or contractual prohibition or restriction or have the potential to result in a material risk of personal or criminal liability for any director or officer of or for any Guarantor; provided that subject to all other provisions hereof, solely in the case of a Guarantor that is a Significant Subsidiary incorporated under the laws of Germany, commercially reasonable efforts shall be taken by the Issuers and their applicable Restricted Subsidiaries to convert such Guarantor incorporated in the form of a stock corporation (Aktiengesellschaft, AG) or limited partnership on shares (Kommanditgesellschaft auf Aktien, KGaA) into a limited liability company (Gesellschaft mit beschränkter Haftung, GmbH) or a limited partnership with a limited liability company as its sole general partner (GmbH & Co. KG) (provided that no such commercially reasonable efforts shall be required to be taken to the extent the taking thereof could result in non-de minimis adverse tax, operational, regulatory or other consequences to Holdings or any of its Subsidiaries or any Parent Entities or direct or indirect equity owner of the foregoing (as determined by the Issuers in good faith)); (iv) guarantees and security will be limited so that the aggregate of translation costs, notarial costs and all registration and like taxes and duties relating to the provision of security, will not exceed an amount to be agreed between the Issuers and the Applicable Collateral Agent; (v) where a class of assets to be secured includes material and immaterial assets, if the cost of granting security over the immaterial assets is disproportionate to the benefit of such security, security will be granted over the material assets only (as determined by the Issuers in good faith); (vi) it is expressly acknowledged that it may be impossible or impractical to create security over certain categories of assets in which event security will not be taken over such assets; (vii) any assets subject to a legal requirement, contracts, leases, licenses or other third party arrangement which may prevent or condition those assets from being charged, secured or being subject to the applicable Security Document (including requiring a consent of any third party; supervisory board or works council (or equivalent)); and any assets which, if subject to the applicable Security Document, would give a third party the right to terminate or otherwise amend any rights, benefits and/or obligations with respect to any Guarantor in respect of those assets or require the grantor to take any action adverse in a non-de minimis respect to the interests of the Issuers and the Guarantors, taken as a whole, or any Guarantor shall not, in each case, be required to be subject to security (provided that, notwithstanding the foregoing, the applicable Guarantors will use commercially reasonable efforts to obtain internal corporate consents (provided that no such commercially reasonable efforts shall be required to be taken to the extent the taking thereof could result in non-de minimis adverse tax, operational, regulatory or other consequences to Holdings or any of its Subsidiaries or any Parent Entities or direct or indirect equity owner of the foregoing (as determined by the Issuers in good faith)); (viii) the giving of a guarantee, the granting of security or the perfection of the security granted will not be required if it would have a non-de minimis adverse effect on the ability of the relevant Guarantor (in the reasonable opinion of the Issuers) to conduct its operations and business in the ordinary course as otherwise permitted by the Notes Documents (including dealing with the secured assets and all contractual counterparties or amending, waiving or terminating (or allowing to lapse) any rights, benefits or obligations, in each case prior to a Declared Default (as defined below) and any requirement under the Agreed Security Principles to seek consent of any person or take or not take any other action document shall be subject to this paragraph (viii))such limit; (ix) any Security Document will only be required to be notarized if required by law in order for the relevant security to become effective or admissible in evidence; (x) unless required by applicable law or to ensure that the guarantees or security remain effective, no Guarantor shall be required to take any action in relation to such guarantees or security when any Holder assigns or transfers any of its interests to a new Holder (and, unless explicitly agreed to the contrary by the Issuers, no Issuer or Guarantor shall bear or otherwise be liable for any taxes, any notarial, registration or perfection fees or any other costs, fees or expenses that result from any assignment or transfer by a Holder); (xi) except as specifically required in the Indenture with respect to Material Real Property, no title investigations or other diligence on assets will be required and no title insurance will be required; and (xii) to the extent legally effective under applicable law, (x) all security will be given in favor of the Applicable Collateral Agent and not the secured creditors individually and (y) “parallel debt” provisions will be used where necessary or customary (and included in the Initial Intercreditor Agreements and not the individual security documents).

Agreed Security Principles. (a) The guarantees Guarantees and Security Documents in respect of any Guarantor that is a Foreign Subsidiary or that are governed by the law of any jurisdiction other than the United States or Canada to be provided will be given (and the applicable documents prepared) in accordance with the certain agreed security principles set out herein (the “"Agreed Security Principles”) which address "). This Schedule 7 addresses the manner in which the Agreed Security Principles will impact on and determine the extent of the guarantees and security proposed to be provided taken in relation to the Notes. To the extent that any provision of the Notes Documents further limits any actions required to be taken with respect to any guarantee or property, no provision hereof shall be interpreted to expand such requirements or require the taking of such actionsBridge Facilities. (b) The Agreed Security Principles embody a recognition by all parties that there may be certain legal and practical difficulties in obtaining effective or commercially reasonable guarantees and/or security from all relevant Guarantors (which term, as used herein, shall include members of the Issuers when referring to actions with respect to collateral or Security Documents otherwise subject hereto) Parent Group in each every jurisdiction in which it has been agreed that guarantees and security will be grantedmembers of the Parent Group are located. In particular: (i) general legal and statutory limitations, regulatory restrictions, financial assistance, corporate benefitbenefit or interest, fraudulent preference, equitable subordination, “transfer pricing” or “thin capitalization”, “earnings stripping”, “controlled foreign corporation” and other non-U.S. tax restrictions, “exchange control restrictions”, “capital maintenance” rules and “liquidity impairment” rules, tax restrictions, retention of title claims, employee consultation or approval requirements claims and similar principles may limit the ability of a Guarantor member of the Parent Group to provide a guarantee or security or may require that the guarantee or security be limited as to by an amount or otherwise and(it is agreed however that (1) the guarantees and security provided by ▇▇▇▇ ▇▇, if so▇▇▇▇ III, ▇▇▇▇ ▇▇, ▇▇▇▇ V and ▇▇▇▇ GAC and the guarantee or security Surviving Entity will not contain any limitations and (2) the Guarantees and Security provided by the Target will be limited accordinglyto amounts owing by it to ▇▇▇▇ V and the Lenders (under the Domestic Facility and the Ancillary Facilities) (as defined in the Super-Priority Subscription Agreement) and Notes issued by ▇▇▇▇ V for the purpose of funding purchases by ▇▇▇▇ V of certain corporate bonds from the Target); (ii) a key factor in determining whether or not a guarantee or security will shall be granted or taken (and in respect of the security, the extent of its perfection and/or registration) is the applicable time and cost (including adverse tax effects, interest deductibility, stamp duty, registration taxes, fees payable to a public registry, translation costs and notarial costs), which will shall not be disproportionate to the benefit accruing to the Holders purchasers, holders or lenders under any Financing (or other beneficiary of the security) of obtaining such guarantee or security (as determined by the Issuers in good faith)security; (iii) Guarantors any assets subject to third party arrangements (including shareholder agreements or joint venture agreements) which prevent those assets from being charged will be excluded from any relevant security document; provided that reasonable endeavours to obtain consent to charging any such assets shall be used by the Parent Group if the relevant asset is material; (iv) members of the Parent Group will not be required to give guarantees or enter into security documents if if: (1) it is not within the legal capacity of the relevant Guarantors members of the Parent Group to do so (which and if the legal capacity cannot be solved by amending constitutional documents or equivalent actionschanged to enable such guarantees and security to be given); (2) or to do so would contravene any applicable legal prohibition; or (3) if it the same would conflict with the fiduciary or statutory duties of their the directors or contravene any applicable legal, regulatory or contractual prohibition or restriction or have of the potential relevant Parent Group member and the same would be reasonably likely to result in a material risk of personal or criminal liability for on the part of any director or officer of or for any Guarantorsuch director; provided that subject to all other provisions hereof, solely in the case of a Guarantor that is a Significant Subsidiary incorporated under the laws of Germany, commercially reasonable efforts shall be taken by the Issuers and their applicable Restricted Subsidiaries to convert such Guarantor incorporated in the form of a stock corporation (Aktiengesellschaft, AG) or limited partnership on shares (Kommanditgesellschaft auf Aktien, KGaA) into a limited liability company (Gesellschaft mit beschränkter Haftung, GmbH) or a limited partnership with a limited liability company as its sole general partner (GmbH & Co. KG) (provided that no such commercially reasonable efforts shall be required to be taken to the extent the taking thereof could result in non-de minimis adverse tax, operational, regulatory or other consequences to Holdings or any of its Subsidiaries or any Parent Entities or direct or indirect equity owner relevant member of the foregoing (as determined by the Issuers in good faith)); (iv) guarantees and security will be limited so that the aggregate of translation costs, notarial costs and all registration and like taxes and duties relating Parent Group shall use reasonable endeavours to the provision of security, will not exceed an amount to be agreed between the Issuers and the Applicable Collateral Agent;overcome any such obstacle; and (v) where a class of assets to be secured includes material and immaterial assets, if the cost of granting security over the immaterial assets is disproportionate to the benefit of such security, security will be granted over the material assets only (as determined by the Issuers in good faith); (vi) it is expressly acknowledged that it may be impossible or impractical to create security over certain categories of assets in which event security will not be taken over such assets; (vii) any assets subject to a legal requirement, contracts, leases, licenses or other third party arrangement which may prevent or condition those assets from being charged, secured or being subject to the applicable Security Document (including requiring a consent of any third party; supervisory board or works council (or equivalent)); and any assets which, if subject to the applicable Security Document, would give a third party the right to terminate or otherwise amend any rights, benefits and/or obligations with respect to any Guarantor in respect of those assets or require the grantor to take any action adverse in a non-de minimis respect to the interests of the Issuers and the Guarantors, taken as a whole, or any Guarantor shall not, in each case, be required to be subject to security (provided that, notwithstanding the foregoing, the applicable Guarantors will use commercially reasonable efforts to obtain internal corporate consents (provided that no such commercially reasonable efforts shall be required to be taken to the extent the taking thereof could result in non-de minimis adverse tax, operational, regulatory or other consequences to Holdings or any of its Subsidiaries or any Parent Entities or direct or indirect equity owner of the foregoing (as determined by the Issuers in good faith)); (viii) the giving of a guarantee, the granting of security or the perfection of the security granted will not be required if if: (1) it would have a non-de minimis material adverse effect on the ability of the relevant Guarantor (in the reasonable opinion of the Issuers) obligor to conduct its operations and business in the ordinary course as otherwise permitted by the Notes Documents and of the documents relating to the Financing; or (including dealing with 2) it would have a material adverse effect on the secured assets and all contractual counterparties tax arrangements of the Parent Group or amending, waiving or terminating (or allowing to lapse) any rights, benefits or obligationsmember of the Parent Group; provided, in each case prior to a Declared Default (as defined below) and any requirement under the Agreed Security Principles to seek consent of any person or take or not take any other action shall be subject to this paragraph (viii)); (ix) any Security Document will only be required to be notarized if required by law in order for case, that the relevant security to become effective or admissible in evidence; (x) unless required by applicable law or to ensure that the guarantees or security remain effective, no Guarantor shall be required to take any action in relation to such guarantees or security when any Holder assigns or transfers any of its interests to a new Holder (and, unless explicitly agreed to the contrary by the Issuers, no Issuer or Guarantor shall bear or otherwise be liable for any taxes, any notarial, registration or perfection fees or any other costs, fees or expenses that result from any assignment or transfer by a Holder); (xi) except as specifically required in the Indenture with respect to Material Real Property, no title investigations or other diligence on assets will be required and no title insurance will be required; and (xii) to the extent legally effective under applicable law, (x) all security will be given in favor member of the Applicable Collateral Agent and not the secured creditors individually and (y) “parallel debt” provisions will be used where necessary or customary (and included in the Initial Intercreditor Agreements and not the individual security documents)Parent Group shall use reasonable endeavours to overcome any such obstacle.

Agreed Security Principles. (a) The guarantees Guarantees and Security Documents in respect of any Guarantor that is a Foreign Subsidiary or that are governed by the law of any jurisdiction other than the United States or Canada to be provided will be given (and the applicable documents prepared) in accordance with the certain agreed security principles set out herein (the “Agreed Security Principles”) which address ). This Schedule 7 addresses the manner in which the Agreed Security Principles will impact on and determine the extent of the guarantees and security proposed to be provided taken in relation to the Notes. To the extent that any provision of the Notes Documents further limits any actions required to be taken with respect to any guarantee or property, no provision hereof shall be interpreted to expand such requirements or require the taking of such actionsBridge Facilities. (b) The Agreed Security Principles embody a recognition by all parties that there may be certain legal and practical difficulties in obtaining effective or commercially reasonable guarantees and/or security from all relevant Guarantors (which term, as used herein, shall include members of the Issuers when referring to actions with respect to collateral or Security Documents otherwise subject hereto) Parent Group in each every jurisdiction in which it has been agreed that guarantees and security will be grantedmembers of the Parent Group are located. In particular: (i) general legal and statutory limitations, regulatory restrictions, financial assistance, corporate benefitbenefit or interest, fraudulent preference, equitable subordination, “transfer pricing” or “thin capitalization”, “earnings stripping”, “controlled foreign corporation” and other non-U.S. tax restrictions, “exchange control restrictions”, “capital maintenance” rules and “liquidity impairment” rules, tax restrictions, retention of title claims, employee consultation or approval requirements claims and similar principles may limit the ability of a Guarantor member of the Parent Group to provide a guarantee or security or may require that the guarantee or security be limited as to by an amount or otherwise and(it is agreed however that (1) the guarantees and security provided by ▇▇▇▇ ▇▇, if so▇▇▇▇ III, ▇▇▇▇ ▇▇, ▇▇▇▇ V and ▇▇▇▇ GAC and the guarantee or security Surviving Entity will not contain any limitations and (2) the Guarantees and Security provided by the Target will be limited accordinglyto amounts owing by it to ▇▇▇▇ V and the Lenders (under the Domestic Facility and the Ancillary Facilities) (as defined in the Super-Priority Subscription Agreement) and Notes issued by ▇▇▇▇ V for the purpose of funding purchases by ▇▇▇▇ V of certain corporate bonds from the Target); (ii) a key factor in determining whether or not a guarantee or security will shall be granted or taken (and in respect of the security, the extent of its perfection and/or registration) is the applicable time and cost (including adverse tax effects, interest deductibility, stamp duty, registration taxes, fees payable to a public registry, translation costs and notarial costs), which will shall not be disproportionate to the benefit accruing to the Holders purchasers, holders or lenders under any Financing (or other beneficiary of the security) of obtaining such guarantee or security (as determined by the Issuers in good faith)security; (iii) Guarantors any assets subject to third party arrangements (including shareholder agreements or joint venture agreements) which prevent those assets from being charged will be excluded from any relevant security document; provided that reasonable endeavours to obtain consent to charging any such assets shall be used by the Parent Group if the relevant asset is material; (iv) members of the Parent Group will not be required to give guarantees or enter into security documents if if: (1) it is not within the legal capacity of the relevant Guarantors members of the Parent Group to do so (which and if the legal capacity cannot be solved by amending constitutional documents or equivalent actionschanged to enable such guarantees and security to be given); (2) or to do so would contravene any applicable legal prohibition; or (3) if it the same would conflict with the fiduciary or statutory duties of their the directors or contravene any applicable legal, regulatory or contractual prohibition or restriction or have of the potential relevant Parent Group member and the same would be reasonably likely to result in a material risk of personal or criminal liability for on the part of any director or officer of or for any Guarantorsuch director; provided that subject to all other provisions hereof, solely in the case of a Guarantor that is a Significant Subsidiary incorporated under the laws of Germany, commercially reasonable efforts shall be taken by the Issuers and their applicable Restricted Subsidiaries to convert such Guarantor incorporated in the form of a stock corporation (Aktiengesellschaft, AG) or limited partnership on shares (Kommanditgesellschaft auf Aktien, KGaA) into a limited liability company (Gesellschaft mit beschränkter Haftung, GmbH) or a limited partnership with a limited liability company as its sole general partner (GmbH & Co. KG) (provided that no such commercially reasonable efforts shall be required to be taken to the extent the taking thereof could result in non-de minimis adverse tax, operational, regulatory or other consequences to Holdings or any of its Subsidiaries or any Parent Entities or direct or indirect equity owner relevant member of the foregoing (as determined by the Issuers in good faith)); (iv) guarantees and security will be limited so that the aggregate of translation costs, notarial costs and all registration and like taxes and duties relating Parent Group shall use reasonable endeavours to the provision of security, will not exceed an amount to be agreed between the Issuers and the Applicable Collateral Agent;overcome any such obstacle; and (v) where a class of assets to be secured includes material and immaterial assets, if the cost of granting security over the immaterial assets is disproportionate to the benefit of such security, security will be granted over the material assets only (as determined by the Issuers in good faith); (vi) it is expressly acknowledged that it may be impossible or impractical to create security over certain categories of assets in which event security will not be taken over such assets; (vii) any assets subject to a legal requirement, contracts, leases, licenses or other third party arrangement which may prevent or condition those assets from being charged, secured or being subject to the applicable Security Document (including requiring a consent of any third party; supervisory board or works council (or equivalent)); and any assets which, if subject to the applicable Security Document, would give a third party the right to terminate or otherwise amend any rights, benefits and/or obligations with respect to any Guarantor in respect of those assets or require the grantor to take any action adverse in a non-de minimis respect to the interests of the Issuers and the Guarantors, taken as a whole, or any Guarantor shall not, in each case, be required to be subject to security (provided that, notwithstanding the foregoing, the applicable Guarantors will use commercially reasonable efforts to obtain internal corporate consents (provided that no such commercially reasonable efforts shall be required to be taken to the extent the taking thereof could result in non-de minimis adverse tax, operational, regulatory or other consequences to Holdings or any of its Subsidiaries or any Parent Entities or direct or indirect equity owner of the foregoing (as determined by the Issuers in good faith)); (viii) the giving of a guarantee, the granting of security or the perfection of the security granted will not be required if if: (1) it would have a non-de minimis material adverse effect on the ability of the relevant Guarantor (in the reasonable opinion of the Issuers) obligor to conduct its operations and business in the ordinary course as otherwise permitted by the Notes Documents and of the documents relating to the Financing; or (including dealing with 2) it would have a material adverse effect on the secured assets and all contractual counterparties tax arrangements of the Parent Group or amending, waiving or terminating (or allowing to lapse) any rights, benefits or obligationsmember of the Parent Group; provided, in each case prior to a Declared Default (as defined below) and any requirement under the Agreed Security Principles to seek consent of any person or take or not take any other action shall be subject to this paragraph (viii)); (ix) any Security Document will only be required to be notarized if required by law in order for case, that the relevant security to become effective or admissible in evidence; (x) unless required by applicable law or to ensure that the guarantees or security remain effective, no Guarantor shall be required to take any action in relation to such guarantees or security when any Holder assigns or transfers any of its interests to a new Holder (and, unless explicitly agreed to the contrary by the Issuers, no Issuer or Guarantor shall bear or otherwise be liable for any taxes, any notarial, registration or perfection fees or any other costs, fees or expenses that result from any assignment or transfer by a Holder); (xi) except as specifically required in the Indenture with respect to Material Real Property, no title investigations or other diligence on assets will be required and no title insurance will be required; and (xii) to the extent legally effective under applicable law, (x) all security will be given in favor member of the Applicable Collateral Agent and not the secured creditors individually and (y) “parallel debt” provisions will be used where necessary or customary (and included in the Initial Intercreditor Agreements and not the individual security documents)Parent Group shall use reasonable endeavours to overcome any such obstacle.

Agreed Security Principles. (a) The guarantees and Security security to be provided under the Loan Documents in respect of any Guarantor that is a Foreign Subsidiary or that are governed by the law of any jurisdiction other than the United States or Canada will be given (and the applicable documents prepared) in accordance with the security principles set out herein in this Exhibit M (the “Agreed Security Principles”) which address the manner in which ). This Exhibit M identifies the Agreed Security Principles will impact on and determine determines the extent and terms of the guarantees and security proposed to be provided in relation to the Notes. To the extent that any provision of the Notes Documents further limits any actions required to be taken with respect to any guarantee or property, no provision hereof shall be interpreted to expand such requirements or require the taking of such actionsLoan Documents. (b) The Agreed Security Principles embody a the recognition by all parties that there may be certain legal and practical difficulties in obtaining effective or commercially reasonable guarantees and/or security from all relevant Guarantors members of the Group (which term, as used herein, shall include defined in the Issuers when referring to actions with respect to collateral or Security Documents otherwise subject heretoIntercreditor Agreement) in each jurisdiction in which it has been agreed that guarantees and security will be grantedgranted by those members. In particular: (i) general legal and statutory limitations, regulatory restrictions, financial assistance, anti-trust and other competition authority restrictions, corporate benefit, fraudulent preference, equitable subordination, “transfer pricing” or ”, “thin capitalizationcapitalisation”, “earnings stripping”, “controlled foreign corporation” and other non-U.S. tax restrictions, “exchange control restrictions”, “capital maintenance” rules and “liquidity impairment” rules, tax restrictions, retention of title claims, employee consultation or approval requirements and similar principles may limit the ability of a Guarantor member of the Group to provide a guarantee or security or may require that the guarantee or security be limited as to amount or otherwise and, if so, the guarantee or security will be limited accordingly; (ii) a key factor in determining whether , provided that, to the extent requested by the Collateral Agent before signing any applicable security or not a guarantee or security will be granted or taken (and in respect accession document, the relevant member of the security, the extent of its perfection and/or registrationGroup shall use reasonable endeavours (but without incurring material cost and without adverse impact on relationships with third parties) is the applicable time and cost (including adverse tax effects, interest deductibility, stamp duty, registration taxes, fees payable to a public registry, translation costs and notarial costs), which will not be disproportionate to the benefit accruing to the Holders of obtaining overcome any such obstacle or otherwise such guarantee or security (as determined by the Issuers in good faith); (iii) Guarantors will not be required to give guarantees or enter into security documents if it is not within the legal capacity of the relevant Guarantors (which cannot be solved by amending constitutional documents or equivalent actions) or if it would conflict with the fiduciary or statutory duties of their directors or contravene any applicable legal, regulatory or contractual prohibition or restriction or have the potential to result in a material risk of personal or criminal liability for any director or officer of or for any Guarantor; provided that subject to all other provisions hereof, solely in the case of a Guarantor that is a Significant Subsidiary incorporated under the laws of Germany, commercially reasonable efforts shall be taken by the Issuers and their applicable Restricted Subsidiaries to convert such Guarantor incorporated in the form of a stock corporation (Aktiengesellschaft, AG) or limited partnership on shares (Kommanditgesellschaft auf Aktien, KGaA) into a limited liability company (Gesellschaft mit beschränkter Haftung, GmbH) or a limited partnership with a limited liability company as its sole general partner (GmbH & Co. KG) (provided that no such commercially reasonable efforts shall be required to be taken to the extent the taking thereof could result in non-de minimis adverse tax, operational, regulatory or other consequences to Holdings or any of its Subsidiaries or any Parent Entities or direct or indirect equity owner of the foregoing (as determined by the Issuers in good faith)); (iv) guarantees and security will be limited so that the aggregate of translation costs, notarial costs and all registration and like taxes and duties relating to the provision of security, will not exceed an amount to be agreed between the Issuers and the Applicable Collateral Agent; (v) where a class of assets to be secured includes material and immaterial assets, if the cost of granting security over the immaterial assets is disproportionate to the benefit of such security, security will be granted over the material assets only (as determined by the Issuers in good faith); (vi) it is expressly acknowledged that it may be impossible or impractical to create security over certain categories of assets in which event security will not be taken over such assets; (vii) any assets subject to a legal requirement, contracts, leases, licenses or other third party arrangement which may prevent or condition those assets from being charged, secured or being subject to the applicable Security Document (including requiring a consent of any third party; supervisory board or works council (or equivalent)); and any assets which, if subject to the applicable Security Document, would give a third party the right to terminate or otherwise amend any rights, benefits and/or obligations with respect to any Guarantor in respect of those assets or require the grantor to take any action adverse in a non-de minimis respect to the interests of the Issuers and the Guarantors, taken as a whole, or any Guarantor shall not, in each case, be required to be subject to security (provided that, notwithstanding the foregoing, the applicable Guarantors will use commercially reasonable efforts to obtain internal corporate consents (provided that no such commercially reasonable efforts shall be required to be taken to the extent the taking thereof could result in non-de minimis adverse tax, operational, regulatory or other consequences to Holdings or any of its Subsidiaries or any Parent Entities or direct or indirect equity owner of the foregoing (as determined by the Issuers in good faith)); (viii) the giving of a guarantee, the granting of security or the perfection of the security granted will not be required if it would have a non-de minimis adverse effect on the ability of the relevant Guarantor (in the reasonable opinion of the Issuers) to conduct its operations and business in the ordinary course as otherwise permitted by the Notes Documents (including dealing with the secured assets and all contractual counterparties or amending, waiving or terminating (or allowing to lapse) any rights, benefits or obligations, in each case prior to a Declared Default (as defined below) and any requirement under the Agreed Security Principles to seek consent of any person or take or not take any other action accession document shall be subject to this paragraph (viii))such limit; (ix) any Security Document will only be required to be notarized if required by law in order for the relevant security to become effective or admissible in evidence; (x) unless required by applicable law or to ensure that the guarantees or security remain effective, no Guarantor shall be required to take any action in relation to such guarantees or security when any Holder assigns or transfers any of its interests to a new Holder (and, unless explicitly agreed to the contrary by the Issuers, no Issuer or Guarantor shall bear or otherwise be liable for any taxes, any notarial, registration or perfection fees or any other costs, fees or expenses that result from any assignment or transfer by a Holder); (xi) except as specifically required in the Indenture with respect to Material Real Property, no title investigations or other diligence on assets will be required and no title insurance will be required; and (xii) to the extent legally effective under applicable law, (x) all security will be given in favor of the Applicable Collateral Agent and not the secured creditors individually and (y) “parallel debt” provisions will be used where necessary or customary (and included in the Initial Intercreditor Agreements and not the individual security documents).

Agreed Security Principles. (a) The guarantees and Security Documents security to be provided in respect of any Guarantor that is a Foreign Subsidiary or that are governed by the law of any jurisdiction other than the United States or Canada connection with this Agreement will be given (and the applicable documents prepared) in accordance with the certain agreed security principles as set out herein (the “Agreed Security Principles”) which address the manner in which the Agreed Security Principles will impact on and determine the extent of the guarantees and security to be provided in relation to the Notes. To the extent that any provision of the Notes Documents further limits any actions required to be taken with respect to any guarantee or property, no provision hereof shall be interpreted to expand such requirements or require the taking of such actions). (b) The Agreed Security Principles embody a recognition by all All parties recognise that there may be certain legal and practical difficulties in obtaining effective or commercially reasonable guarantees and/or security from all relevant Guarantors (which term, as used herein, shall include members of the Issuers when referring to actions with respect to collateral or Security Documents otherwise subject hereto) in each jurisdiction in which it has been agreed that guarantees and security will be grantedGroup over all assets. In particular: (i) general legal and statutory limitations, regulatory restrictions, financial assistance, corporate benefit, fraudulent preference, equitable subordination, “transfer pricing” or “thin capitalization”, “earnings stripping”, “controlled foreign corporation” and other non-U.S. tax restrictions, “exchange control restrictions”, “capital maintenance” rules and “liquidity impairmentcapitalisation” rules, tax restrictions, retention of title claims, employee consultation or approval requirements claims and similar principles may limit the ability of a Guarantor member of the Group to provide enter into a guarantee Security Document or security or may require that the guarantee or security be limited as to amount or otherwise and, if so, the guarantee or security will be limited accordinglygive a guarantee; (ii) a key factor in determining whether or not a guarantee or security will shall be granted or taken (and in respect of the security, the extent of its perfection and/or registration) is the applicable time and cost (including adverse tax effects, interest deductibility, stamp duty, registration taxes, fees payable to a public registry, translation costs and notarial costs), which will not be disproportionate to the benefit accruing to the Holders of obtaining such guarantee or security (as determined by the Issuers in good faith)cost; (iii) Guarantors will not be required to give guarantees or enter into security documents if it is not within the legal capacity of the relevant Guarantors (which cannot be solved by amending constitutional documents or equivalent actions) or if it would conflict with the fiduciary or statutory duties of their directors or contravene any applicable legal, regulatory or contractual prohibition or restriction or have the potential to result in a material risk of personal or criminal liability for any director or officer of or for any Guarantor; provided that 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 other provisions hereof, solely in reasonable endeavours to get the case of a Guarantor that is a Significant Subsidiary incorporated under the laws of Germany, commercially reasonable efforts shall be taken by the Issuers and their applicable Restricted Subsidiaries to convert such Guarantor incorporated in the form of a stock corporation (Aktiengesellschaft, AG) or limited partnership on shares (Kommanditgesellschaft auf Aktien, KGaA) into a limited liability company (Gesellschaft mit beschränkter Haftung, GmbH) or a limited partnership with a limited liability company as its sole general partner (GmbH & Co. KG) (provided that no such commercially reasonable efforts shall be required to be taken third party’s consent to the extent the taking thereof could result in non-de minimis adverse taxcharging of those assets, operational, regulatory or other consequences to Holdings or any of its Subsidiaries or any Parent Entities or direct or indirect equity owner of the foregoing (as determined by the Issuers in good faith))does not obtain such consent; (iv) guarantees and security members of the Group will be limited so 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 aggregate of translation costsrelevant person uses, notarial costs and all registration and like taxes and duties relating reasonable endeavours lawfully to avoid any such unlawfulness or personal liability. This includes agreeing to a limit on the provision of securityamount secured. The Facility Agent may (but shall not be obliged to) agree to such a limit if, will not exceed an amount in its opinion, to be agreed between do so might avoid the Issuers and the Applicable Collateral Agentrelevant unlawfulness or personal liability; (v) where a class of assets to be secured includes material and immaterial assets, if the cost of granting security over the immaterial assets is disproportionate to the benefit of such security, security will be granted over the material assets only (as determined by the Issuers in good faith); (vi) it is expressly acknowledged that it may be impossible or impractical to create security over certain categories of assets in which event security will not be taken over such assets; (vii) any assets subject to a legal requirement, contracts, leases, licenses or other third party arrangement which may prevent or condition those assets from being charged, secured or being subject to the applicable Security Document (including requiring a consent of any third party; supervisory board or works council (or equivalent)); and any assets which, if subject to the applicable Security Document, would give a third party the right to terminate or otherwise amend any rights, benefits and/or obligations with respect to any Guarantor in respect of those assets or require the grantor to take any action adverse in a non-de minimis respect to the interests of the Issuers and the Guarantors, taken as a whole, or any Guarantor shall not, in each case, be required to be subject to security (provided that, notwithstanding the foregoing, the applicable Guarantors will use commercially reasonable efforts to obtain internal corporate consents (provided that no such commercially reasonable efforts shall be required to be taken to the extent the taking thereof could result in non-de minimis adverse tax, operational, regulatory or other consequences to Holdings or any of its Subsidiaries or any Parent Entities or direct or indirect equity owner of the foregoing (as determined by the Issuers in good faith)); (viii) the giving of a guarantee, the granting of security or the perfection of the security granted will not be required if it would have a non-de minimis material adverse effect on the ability of the relevant Guarantor (in the reasonable opinion of the Issuers) Obligor to conduct its operations and business in the ordinary course as otherwise permitted by the Notes Finance Documents (including dealing with the secured assets and all contractual counterparties or amending, waiving or terminating (or allowing to lapse) any rights, benefits or obligations, in each case prior to a Declared Default (as defined below) and any requirement under the Agreed Security Principles to seek consent of any person or take or not take any other action shall be subject to this paragraph (viii)); (ix) any Security Document will only be required to be notarized if required by law in order for the relevant security to become effective or admissible in evidence; (x) unless required by applicable law or to ensure that the guarantees or security remain effective, no Guarantor shall be required to take any action in relation to such guarantees or security when any Holder assigns or transfers any of its interests to a new Holder (and, unless explicitly agreed to the contrary by the Issuers, no Issuer or Guarantor shall bear or would otherwise be liable for any taxes, any notarial, registration or perfection fees or any other costs, fees or expenses that result from any assignment or transfer by a Holder); (xi) except as specifically required in the Indenture with respect to Material Real Property, no title investigations or other diligence on assets will be required and no title insurance will be required; and (xii) to the extent legally effective under applicable law, (x) all security will be given in favor of the Applicable Collateral Agent and not the secured creditors individually and (y) “parallel debt” provisions will be used where necessary or customary (and included in the Initial Intercreditor Agreements and not the individual security documents)unduly onerous.