Guarantors and Security. 2.1 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, obtaining any foreign legal opinions and subject to any qualifications which may be set out in the Secured Documents and any relevant legal opinion obtained and subject to the requirements of the Agreed Security Principles, it is agreed that each guarantee and security will be an upstream, cross—stream and downstream guarantee and each guarantee and, without prejudice to the principles set forth in paragraph 1.2 above, security will be for all liabilities of the Obligors under the Secured Documents in accordance with, and subject to, the requirements of the Agreed Security Principles and/or any applicable law in each relevant jurisdiction.
2.2 To the extent possible under the relevant applicable law, all security shall consist of a single set of security interests and shall be given in favour of the Security Agent and not the Finance Parties individually. “Parallel debt” provisions will be used where necessary or convenient to ensure that security is given in favour of the Security Agent and not the Finance Parties individually. Such provisions will be contained in the Intercreditor Agreement and not the individual security documents (unless and to the extent required under the applicable local laws). To the extent possible under the relevant applicable law, there should be no action required to be taken in relation to the guarantees or security when any Lender transfers any of its participation in the Facility to a new Lender.
Guarantors and Security. (a) The Parent shall ensure that (taking into account paragraph (e) below) any member of the Group which is not a Guarantor which is or becomes a Material Group Company (other than (a) Novoktan Gmbh and (b) Octel Starreon LLC for so long as it is a Non Wholly-Owned Subsidiary) shall, as soon as reasonably practicable but in any event within three Months after becoming a Material Group Company, become an Additional Guarantor in accordance with Clause 25.4 (Additional Guarantors).
(b) The Parent shall ensure that (taking into account paragraph (e) below) at all times the aggregate (without double counting) of (i) EBITDA of the Guarantors (“Guarantor EBITDA”) and (ii) gross assets of the Guarantors (determined in each case by reference to the most recent annual unconsolidated financial statements of each of the Guarantors delivered pursuant to Clause 20.1 (Financial Statements) and, prior to the first such financial statements being so delivered, by reference to the most recent annual unconsolidated financial statements of each of the Guarantors) shall equal or exceed 75 per cent. of (as appropriate)
(1) consolidated EBITDA and (2) consolidated gross assets (as applicable) of the Group (as determined by reference to the most recent annual consolidated financial statements of the Parent delivered pursuant to Clause 20.1 (Financial Statements) and, prior to the first such financial statements being delivered, by reference to the Original Financial Statements of the Parent.
(c) Within 110 days after the last day of each of its financial years (commencing with its financial year ended 31 December 2003) the Parent shall deliver to the Agent:
(i) a certificate addressed to the Agent signed by two directors or equivalent officers of the Parent confirming that the Parent is in compliance with paragraph (b) above and paragraph (f) below in relation to the financial year of the Parent ending immediately prior to the delivery of such certificate; or
(ii) duly executed Accession Letter(s) in relation to a Subsidiary (or Subsidiaries) of the Parent acceding as Guarantor(s) together with the documents and other evidence set out in Part II of Schedule 2 (Conditions Precedent), each in a form and substance satisfactory to the Agent, such Subsidiary (or Subsidiaries) to be such that, if taken into account as a Guarantor (or Guarantors) for the purposes of determining compliance with paragraph (b) above in relation to the financial year of the Parent ending immediately prior t...
Guarantors and Security. Each guarantee and security will be an upstream, cross-stream and downstream guarantee and each guarantee and security will be for all liabilities of the Obligors under the Finance Documents in accordance with, and subject to, the requirements of the Security Principles in each relevant jurisdiction.
Guarantors and Security. (a) Each guarantee will be an upstream, cross-stream and downstream guarantee and each guarantee and security will be for all liabilities of the Companys, borrowers and the guarantors under any Financing, under the documents relating to the Financing in accordance with, and subject to, the requirements of the Agreed Security Principles.
(b) Where an Company, borrower or guarantor under any Financing pledges shares, the relevant security document will (subject to agreed exceptions) be governed by the law of the company whose shares are being pledged and not by the law of the country of the pledgor.
Guarantors and Security. Each guarantee will be an upstream, cross-stream and downstream guarantee of all the Obligations, subject to the requirements of the Security Principles in each relevant jurisdiction. Subject to the Security Principles, the security will secure all of the Obligations. Subject to these Security Principles, the security package shall include stock and other membership interests issued by a Loan Party and intercompany and trade receivables, bank accounts (and amounts on deposit therein), intellectual property, insurance, real estate, inventory and equipment, in each case owned by a Loan Party, and, in jurisdictions where an “all asset” security interest can be created in a security document, security over all assets shall, subject to the Loan Documents, be given by the Loan Parties formed in that jurisdiction.
Guarantors and Security. (a) Each guarantee and security will be an upstream, cross-stream and downstream guarantee or security, as appropriate, and for all liabilities of the Loan Parties under and in connection with the Loan Documents (including Loan Document Obligations, the Secured Cash Management Obligations and the Pari Passu Secured Swap Obligations) in accordance with, and subject to, the requirements of the Guarantee and Security Principles in each relevant jurisdiction.
(b) Where a Loan Party pledges Equity Interests of a Guarantor, the Security Document will be governed by the laws of the company whose Equity Interests are being pledged and not by the law of the country of the pledgor. Subject to these principles, the Equity Interests in each Guarantor (other than Dutch Borrower) shall be secured.
(c) To the extent legally effective, all security shall be given in favor of the Administrative Agent and not the Secured Parties individually, unless it is otherwise recommended or necessary by local law in order to secure all Secured Parties directly. “Parallel debt” provisions will be used where necessary; such provisions will be contained in the Guarantee Agreement or Credit Agreement and not the individual Security Documents unless required under local laws. To the fullest extent possible under the relevant governing law, there should be no action required to be taken in relation to the guarantees or security when any Lender assigns or transfers any of its participation in the Credit Agreement to a new Lender.
Guarantors and Security. (a) To the extent possible, each guarantee will be an upstream, cross-stream and downstream guarantee and each guarantee and Security will be for all liabilities of the relevant chargor under the Finance Documents in accordance with, and subject to, the requirements of the principles set out in this Schedule in each relevant jurisdiction.
(b) To the extent possible, all security shall be given in favour of the Security Trustee and not the Finance Parties individually. “Parallel debt” provisions will be used where necessary. To the extent possible, there should be no action required to be taken in relation to the guarantees or security when any Lender transfers any of its participation in the Facility to a new Lender.
Guarantors and Security. Each Note Guarantee will be an upstream, cross-stream and downstream guarantee of all the Obligations with respect to the Notes and the Note Guarantees, subject to the requirements of the Security Principles in each relevant jurisdiction. Subject to the Security Principles, the security will secure all of the Obligations with respect to the Notes and the Note Guarantees. Subject to these Security Principles, the security package shall include stock and other membership interests issued by the Issuers and Guarantors and intercompany and trade receivables, bank accounts (and amounts on deposit therein), intellectual property, insurance, real estate, inventory and equipment, in each case owned by an Issuer or Guarantor and, in jurisdictions where an “all asset” security interest can be created in a security document, security over all assets shall, subject to this Indenture and the Security Documents, be given by the Issuers and Guarantors formed in that jurisdiction.
Guarantors and Security. 2.1 Subject to the due execution of all relevant Secured 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, obtaining any foreign legal opinions and subject to any qualifications which may be set out in the Secured Documents and any relevant legal opinion obtained and subject to the requirements of the Agreed Security Principles, it is agreed that each guarantee and security will be an upstream, cross—stream and downstream guarantee and each guarantee and, without prejudice to the principles set forth in paragraph 1.2 above, security will be for all liabilities of the Credit Parties under the Secured Documents in accordance with, and subject to, the requirements of the Agreed Security Principles and/or any applicable law in each relevant jurisdiction.
2.2 To the extent possible under the relevant applicable law, all security shall consist of a single set of security interests and shall be given in favor of the applicable Collateral Agent and not the Secured Parties individually.
Guarantors and Security. (a) Subject to the guarantee limitations set out in this Indenture, each Guarantee will be an upstream, cross-stream and downstream guarantee and security for all liabilities of the Guarantors under the Notes Documents in accordance with, and subject to, the requirements of these Agreed Security Principles in each relevant jurisdiction. Security Documents will secure the Guarantee obligations of the relevant security provider or, if such Lien is provided on a third party basis, all liabilities of the Guarantors under the Notes Documents, in each case in accordance with, and subject to, the requirements of these Agreed Security Principles in each relevant jurisdiction.
(b) Where a Guarantor pledges shares, the Security Document will be governed by the laws of the company whose shares are being pledged and not by the law of the country of the pledgor. Subject to these principles, the shares in each Guarantor shall be secured. The shares held by a Guarantor in a Subsidiary that is not a Guarantor shall not be required to be the subject of any Lien, unless that Subsidiary is a Significant Subsidiary (or unless the shares in such Subsidiary can be secured in a global security agreement such as a New York law global security agreement and an English law debenture, or similar).
(c) Any Security Document shall only be required to be notarised or notarially certified if required by law in order for the relevant Lien to become effective or admissible in evidence.
