Guarantees; Security. The payment by the Company of the principal of, and premium and interest on, the Securities is fully and unconditionally guaranteed on a joint and several senior basis by each of the Guarantors to the extent set forth in the Indenture. The Securities and Note Guarantees will be secured on a first-priority basis (subject only to Permitted Collateral Liens), on an equal and ratable basis with the holders of the Other Secured Notes Obligations, by the Collateral as provided in the Indenture and the Security Documents.
Guarantees; Security. (a) Subject to the due execution of all relevant security documents, completion of relevant perfection formalities, payment of all registration fees and documentary taxes, any other rights arising by operation of law, obtaining any relevant legal opinions and subject to any qualifications which may be set out in the Agreement and any relevant legal opinions obtained and subject to and in accordance with the requirements of the Agreed Security Principles, the Agent shall:
(i) receive the benefit of (i) an upstream, cross-stream and downstream guarantee from each Loan Party and (ii) security granted over the material assets of each Loan Party to secure all its liabilities under the Facility Documents; and
(ii) (in the case of those security documents creating pledges or charges over shares in an Loan Party) obtain a first priority valid charge or analogous or equivalent security to the extent possible (subject to liens permitted under the Agreement to be prior to such liens) over all of the shares in issue at any time in that Loan Party which are owned by another Loan Party. Such security documents shall be governed by the laws of the jurisdiction in which such Person whose shares are being pledged is formed.
(b) The guarantees and security to be granted by the Loan Parties shall be granted upon the relevant Loan Party acceding to the Agreement as a Loan Party and in accordance with the timeframes set out in the relevant Facility Documents or as otherwise agreed between the Borrower and the Agent (acting reasonably).
(c) No Permitted Joint Venture shall be required to accede as Guarantor or to grant Collateral (provided that a Loan Party shall be obligated to pledge the Stock it owns in a Permitted Joint Venture). A Subsidiary shall not be required to accede as a Guarantor and grant Collateral if it is not within the legal capacity of that Subsidiary or if it would conflict with the fiduciary duties of their directors or contravene any applicable legal or regulatory prohibition or result in a risk of personal or criminal liability on the part of any officer or director (other than to the extent that replacement of such officer or director with another person would eliminate such risk).
(d) Security will be given:
(i) over the shares in a Loan Party by another Loan Party and over the shares in a Permitted Joint Venture by a Loan Party;
(ii) by the Borrower over:
(A) insurance receivables and tax receivables (the latter to the extent such receivables are assig...
Guarantees; Security. The Indenture provides that, under certain circumstances, the Securities will be guaranteed pursuant to Subsidiary Guarantees. Subsidiary Guarantees may be released in various circumstances, including in certain circumstances without the consent of Holders. The Indenture provides that, under certain circumstances, the Securities or Subsidiary Guarantees must be secured by Liens on certain Property of the Company or Subsidiary Guarantors. Liens securing the Securities or Subsidiary Guarantees may be released in various circumstances, including in certain circumstances without the consent of Holders.
Guarantees; Security. The Issuer’s obligations under the Indenture shall be guaranteed by the Guarantors as set forth in the Indenture. The Notes and the related Note Guarantees shall be secured by Liens on the Collateral, on the terms and subject to the conditions in the Indenture and the other Notes Documents.
Guarantees; Security. The Company’s obligations under the Notes and the Indenture will be guaranteed by the Guarantors as provided in the Indenture. The obligations of the Company and the Guarantors under the Notes, the Subsidiary Guarantees and the Indenture are secured by Liens on the Collateral as described in the Indenture, pursuant to the Collateral Agency Agreement and the Security Documents, each as defined in the Indenture.
Guarantees; Security. The Borrower shall cause each Subsidiary of the Borrower that guarantees the Senior Secured Notes to guarantee the Obligations and any Collateral which secures the Senior Secured Notes to secure the Obligations on a pari passu basis.
Guarantees; Security. The Indenture provides that, under certain circumstances, the Securities will be guaranteed pursuant to Subsidiary Guarantees. Subsidiary Guarantees may be released in various circumstances, including in certain circumstances without the consent of Holders. The Indenture provides that, under certain circumstances, the Securities or Subsidiary Guarantees must be secured by Liens on certain Property of the Subsidiary Guarantors. Liens securing the Securities or Subsidiary Guarantees may be released in various circumstances, including in certain circumstances without the consent of Holders. The actions of the Trustee, the Securities Collateral Agent and the Holders and the application of proceeds from the enforcement of any remedies with respect to any Collateral are limited pursuant to the terms of the Securities Documents and the Intercreditor Agreements.
Guarantees; Security. Subject to the matters referred to in these Security Principles, it is further acknowledged that the Administrative Agent shall:
Guarantees; Security. To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have, subject to certain limitations, jointly and severally guaranteed such payment obligations pursuant to the terms of the Second Priority Subsidiary Guarantee Agreement. The guarantees under the Second Priority Subsidiary Guarantee Agreement are secured by Second Priority Liens on the Collateral pursuant to the terms of the Second Priority Collateral Documents. The Second Priority Liens will be shared equally and ratably with future lenders under the Additional Second Priority Debt Facilities, if any, as and to the extent provided in the Second Priority Subsidiary Guarantee Agreement, the Second Priority Collateral Documents and the Intercreditor Agreement. The actions of the holders of any debt (including, but not limited to, the Securities) secured by such Second Priority Liens and the application of proceeds from the enforcement of any remedies with respect to such Collateral are limited pursuant to the terms of the Collateral Documents and the Intercreditor Agreement.
Guarantees; Security. (a) Subject to the due execution of all relevant security documents, completion of relevant perfection formalities within statutorily prescribed time limits, payment of all registration fees and documentary taxes, any other rights arising by operation of law and subject to any guarantee limitation and qualifications which may be set out in the Finance Documents and subject to the requirements of the Agreed Security Principles and any third party arrangements, including in paragraph 4(b) below, it is further acknowledged that the Security Agent (or, in the case of any Transaction Security Document governed by Finnish, Italian or Swedish law, the relevant secured parties represented by the Security Agent and in the case of any Transaction Security Document governed by Spanish law, the relevant secured parties) shall receive the benefit of an upstream, cross stream and downstream guarantee and the security will be granted to secure all liabilities of the Obligors under the Finance Documents subject to the Agreed Security Principles.
(b) The maximum guaranteed or secured amount provided by a member of the Group may be limited to comply with any law or regulation in such member’s jurisdiction of incorporation, including laws relating to “corporate benefit” or insolvency directors liability as may be required by management to comply with its duties (fiduciary or otherwise).
(c) To the extent legally effective, all security shall be given in favour of the Security Agent and not any secured party individually (or, in the case of any Transaction Security Document governed by Finnish, Italian or Swedish law, the relevant secured parties represented by the Security Agent and in the case of any Transaction Security Document governed by Spanish law, the relevant secured parties). “Parallel debt” provisions will be used where necessary (except with respect to any Transaction Security Documents governed by Spanish or Italian law); such provisions will be contained in the Intercreditor Agreement and not the individual Transaction Security Documents unless required under local laws.
