Guaranty and Security Principles Clause Samples

Guaranty and Security Principles. The Collateral Documents and each other guaranty and security document delivered or to be delivered under this Agreement and any obligation to enter into such document or obligation by any Foreign Subsidiary shall be subject in all respects to the Guaranty and Security Principles set forth in Schedule 1.13.

Guaranty and Security Principles. (a) The guarantees and security to be provided under the Loan Documents will be given in accordance with the security principles set out in this Schedule (the “Guaranty and Security Principles”). This Schedule identifies the Guaranty and Security Principles and addresses the manner in which the Guaranty and Security Principles will impact on and determine the extent and terms of the guarantees and security proposed to be provided in relation to the facilities made available under this Agreement.

Guaranty and Security Principles. The Collateral Documents and each other guaranty and security document delivered or to be delivered under this Agreement and any obligation to enter into such document or obligation by any Foreign Subsidiary shall be subject in all respects to the Guaranty and Security Principles set forth in Schedule 1.12; provided that, the limitations and exclusions set forth therein shall not apply to the extent agreed by the Administrative Agent and the Borrower in connection with any amendments to this Agreement or other transactions entered into pursuant to this Agreement; provided further, that no Subsidiary shall be required to deliver any security documents governed by the laws of France, Brazil, Mexico or Sweden unless reasonably requested by the Administrative Agent if Holdings or any other entity that (x) directly or indirectly, owns 100% of the Equity Interests of the Dutch Borrower or (y) directly owns the Equity Interests of the U.S. Borrower, in each case, is organized in such jurisdiction.

Guaranty and Security Principles. Notwithstanding anything to the contrary in this Article X, and subject to the Security Documents, the perfection of a security interest in Collateral outside the United States shall be subject to the Guaranty and Security Principles. Neither the Notes Collateral Agent nor the Trustee shall have any obligation to monitor or verify the compliance by Holdings, the Issuers or the Guarantors with the Guaranty and Security Principles. In executing and delivering any Security Document after the Issue Date, the Notes Collateral Agent shall be entitled to receive and conclusively rely upon a the Issuers’ request given pursuant to Section 10.7(d) to take such Security Document Action, which shall include a certification by the Issuers that the actions of the Issuers (or applicable Guarantor) in respect of such Collateral, including the execution and delivery of the subject Security Document, comply with the Guaranty and Security Principles.

Guaranty and Security Principles. (a) The guarantees and security to be provided under the Notes Documents with respect to Collateral outside the United States will be given in accordance with the security principles set out in this Exhibit D (the “Guaranty and Security Principles”). This Exhibit D identifies the Guaranty and Security Principles and addresses the manner in which the Guaranty and Security Principles will impact on and determine the extent and terms of the guarantees and security proposed to be provided with respect to Collateral outside the United States in relation to the Notes under this Indenture. (b) The Guaranty and Security Principles embody 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 Holdings and all relevant Subsidiaries in each jurisdiction in which it has been agreed that guarantees and security will be granted by Holdings and its Subsidiaries. In particular: (i) general legal and statutory limitations, regulatory restrictions, financial assistance, corporate benefit, fraudulent preference, equitable subordination, tax restrictions (including, but not limited to, “transfer pricing,” “thin capitalization,” “earnings stripping,” “controlled foreign corporation” and other tax restrictions), “exchange control restrictions,” “capital maintenance” rules and “liquidity impairment” rules, retention of title claims, employee consultation or approval requirements and similar principles may limit the ability of the Guarantors 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; provided that to the extent requested by the Term Loan Collateral Agent pursuant to the terms of the Term Loan Credit Facility, Holdings or the relevant Subsidiary (as applicable) shall use reasonable endeavors (but without incurring material cost and without adverse impact on commercial relationships with third parties) to overcome any such obstacle or otherwise such Guarantee or Security Document shall be subject to such limit; (ii) a key factor in determining whether or not a Guarantee or security will be taken (and in respect of the security, the extent of its perfection and/or registration) is the applicable time and cost (including, but not limited to, adverse effects on taxes, interest deductibility, stamp duty, registration taxes, notaria...

Guaranty and Security Principles. (a) The guarantees and security to be provided by Foreign Obligors (as defined below) will be given in accordance with the agreed principles set out in this Exhibit 1.

Guaranty and Security Principles. Foreign Guarantor Provisions

Guaranty and Security Principles. The Collateral Documents and each other guaranty and security document delivered or to be delivered under this Agreement and any obligation to enter into such document or obligation by any Foreign Subsidiary shall be subject in all respects to the Guaranty and Security Principles set forth in Schedule 1.12; provided, that no Subsidiary shall be required to deliver any security documents governed by the laws of France, Brazil, Mexico, Sweden, or Switzerland unless reasonably requested by the Administrative Agent if Holdings or any other entity that (x) directly or indirectly, owns 100% of the Equity Interests of the Dutch Borrower or (y) directly owns the Equity Interests of the U.S. Borrower, in each case, is organized in such jurisdiction.

Guaranty and Security Principles. The German Security Documents and the U.K. Security Documents delivered or to be delivered under this Agreement and any obligation to enter into such document or obligation, in each case by any Foreign Subsidiary, shall be subject in all respects to the Guaranty and Security Principles set forth in Schedule 1.13 (as the same may be supplemented with respect to any U.K. Collateral pursuant to the terms set forth in any applicable Borrower Joinder Agreement with respect to any U.K. Borrower, as agreed by the U.K. Borrower and the Administrative Agent).