Common use of Guarantees and Security Clause in Contracts

Guarantees and Security. 3.1 It is agreed between the parties to this Indenture that subject to the other provisions of this Schedule I, no individual item of security shall be granted unless on or about the same time, security of an equivalent nature is granted to or for the benefit of Law Debenture Trust Company, in its capacity as trustee for certain of the Existing Secured Notes. 3.2 Where a member of the Group requires prior consideration of or consultation with any corporate body and/or anybody representing employees of such a member of the Group before granting guarantees and/or security, such guarantees and/or security shall not be granted until any procedure that must be followed under applicable law in respect of that consideration or consultation has been completed. 3.3 In the case of guarantees and security to be granted by a Guarantor incorporated in The Netherlands or France and/or over any Dutch or French assets, or any other jurisdictions or assets requiring receipt of advice from a works council, such guarantees and security shall not be granted until neutral or positive advice is received from any relevant works council. 3.4 Each guarantee will be an upstream, cross-stream and downstream guarantee and each guarantee and security will be for all liabilities of the relevant members of the Group under the Indenture in accordance with, and subject to, the requirements of the Agreed Security Principles in each relevant jurisdiction. 3.5 No subsidiary of the Parent Guarantor that is a Controlled Foreign Corporation (as defined in the United States Internal Revenue Code of 1986, as amended) (or that is a disregarded entity for U.S. federal income tax purposes owned by any such Controlled Foreign Corporation) shall be required to give a guarantee or pledge any of its assets (including shares in a subsidiary) as security for an obligation of a United States Person (as defined in the United States Internal Revenue Code of 1986, as amended). Furthermore, not more than 65% of the total combined voting power of all classes of shares entitled to vote of any such subsidiary may be pledged directly or indirectly as security for an obligation of a United States Person. These principles also apply with respect to any entity that becomes a United States Person and/or a Controlled Foreign Corporation following any guarantee or pledge of assets or shares. 3.6 No Subsidiary of the Parent Guarantor shall guarantee the New Unsecured Notes unless such Subsidiary provides a Guarantee.

Guarantees and Security. 3.1 It is agreed between the parties to this Indenture that subject to the other provisions of this Schedule I, no individual item of security shall be granted unless on or about the same time, security of an equivalent nature is granted to or for the benefit of Law Debenture Trust Company, in its capacity as trustee for certain of the Existing Secured Notes. 3.2 2.1 Where a member of the Group requires prior consideration of or consultation with any corporate body and/or anybody any body representing employees of such a member of the Group before granting guarantees and/or security, such guarantees and/or and security shall not be granted until any procedure that must be followed under applicable law in respect of that consideration or consultation has been completed. 3.3 2.2 In the case of guarantees and security to be granted by a Guarantor incorporated in The Netherlands or France France, if the relevant Guarantor has at least 50 employees, and/or in the case of any security over any Dutch or French assets, if the relevant entity granting such pledge has at least 50 employees, or in the case of any other jurisdictions or assets requiring receipt of advice from a works council, such guarantees and security shall not be granted until neutral or positive advice is received from any relevant works councilcouncil and such work council shall be allowed to assist to the relevant board meeting of such Guarantor or relevant entity granting such pledge. 3.4 2.3 Each guarantee will be an upstream, cross-stream and downstream guarantee and each guarantee and security will be for all liabilities of the relevant members of the Group under the Indenture in accordance with, and subject to, the requirements of the Agreed Security Principles in each relevant jurisdiction. 3.5 2.4 In the case of guarantees and security to be granted by a Guarantor incorporated in The Netherlands or France and/or over any or French or Dutch assets, or any other jurisdictions or assets requiring receipt of advice from a works council, such guarantees and security shall not be granted until neutral or positive advice is received from any relevant works council. 2.5 No subsidiary of the Parent Guarantor Company that is a Controlled Foreign Corporation (as defined in the United States Internal Revenue Code of 1986, as amended) (or that is a disregarded entity for U.S. federal income tax purposes owned by any such Controlled Foreign Corporation) shall be required to give a guarantee or pledge any of its assets (including shares in a subsidiary) as security for an obligation of a United States Person (as defined in the United States Internal Revenue Code of 1986, as amended). Furthermore, not more than 65% of the total combined voting power of all classes of shares entitled to vote of any such subsidiary may be pledged directly or indirectly as security for an obligation of a United States Person. These principles also apply with respect to any entity that becomes a United States Person and/or a Controlled Foreign Corporation following any guarantee or pledge of assets or shares. 3.6 No Subsidiary of the Parent Guarantor shall guarantee the New Unsecured Notes unless such Subsidiary provides a Guarantee...

Guarantees and Security. 3.1 It is agreed between the parties to this Indenture that subject to the other provisions of this Schedule I, no individual item of security shall be granted unless on or about the same time, security of an ​ ​ equivalent nature is granted to or for the benefit of Law Debenture Trust Company, in its capacity as trustee for certain of the Existing Secured Notes. 3.2 Where In the case of guarantees and security to be granted by a member Guarantor incorporated in The Netherlands or France, if the relevant Guarantor has at least 50 employees, and/or over any Dutch or French assets, if the relevant entity granting such pledge has at least 50 employees, or any other jurisdictions or assets requiring receipt of the Group requires prior consideration of or consultation with any corporate body and/or anybody representing employees of such advice from a member of the Group before granting guarantees and/or securityworks council, such guarantees and/or and security shall not be granted until neutral or positive advice is received from any procedure that must relevant works council and such work council shall be followed under applicable law in respect allowed to assist to the relevant board meeting of that consideration such Guarantor or consultation has been completedrelevant entity granting such pledge. 3.3 In the case of guarantees and security to be granted by a Guarantor incorporated in The Netherlands or France and/or over any Dutch or French assets, or any other jurisdictions or assets requiring receipt of advice from a works council, such guarantees and security shall not be granted until neutral or positive advice is received from any relevant works council. 3.4 Each guarantee will be an upstream, cross-stream and downstream guarantee and each guarantee and security will be for all liabilities of the relevant members of the Group under the Indenture in accordance with, and subject to, the requirements of the Agreed Security Principles in each relevant jurisdiction. 3.5 No subsidiary of the Parent Guarantor that is a Controlled Foreign Corporation (as defined in the United States Internal Revenue Code of 1986, as amended) (or that is a disregarded entity for U.S. federal income tax purposes owned by any such Controlled Foreign Corporation) shall be required to give a guarantee or pledge any of its assets (including shares in a subsidiary) as security for an obligation of a United States Person (as defined in the United States Internal Revenue Code of 1986, as amended). Furthermore, not more than 65% of the total combined voting power of all classes of shares entitled to vote of any such subsidiary may be pledged directly or indirectly as security for an obligation of a United States Person. These principles also apply with respect to any entity that becomes a United States Person and/or a Controlled Foreign Corporation following any guarantee or pledge of assets or shares. 3.6 No Subsidiary of the Parent Guarantor shall guarantee the New Unsecured August 2019 Senior Notes unless such Subsidiary provides a Guarantee.