Security and guarantees. 10.1. We may, from time to time, require You to provide additional or new financial security (in a form We decide) if We determine that such security is appropriate in relation to the performance of Your actual or potential payment obligations under this Agreement.
Security and guarantees. Any Security Document or any guarantee in, or any subordination under, any Finance Document is not in full force and effect or any Security Document does not create in favour of the Security Agent for the benefit of the Finance Parties, the Security which it is expressed to create fully perfected and with the ranking and priority it is expressed to have in a manner and to an extent which is or is reasonably likely to be materially adverse to the interests of the Lenders under the Finance Documents.
Security and guarantees. Senior Secured Creditors
(a) any Security from any Debtor, any member of the Group or any Security Grantor in respect of the Senior Lender Liabilities, the Pari Passu Debt Liabilities or the Senior Secured Notes Liabilities in addition to the Common Transaction Security and (to the extent applicable) the Transaction Security granted under the Pre-Effective Date Security Documents, if (except for any Security permitted under Clause 3.4 (Security: Ancillary Facility Lenders and Issuing Banks)) and to the extent legally possible and subject to any Agreed Security Principles, at the same time it is also offered either:
(i) to the Security Agent as agent or trustee for the other Senior Secured Creditors in respect of their Liabilities; or
(ii) in the case of any jurisdiction in which effective Security cannot be granted in favour of the Security Agent as agent or trustee for the Senior Secured Creditors:
(A) to the other Senior Secured Creditors in respect of their Liabilities; or
(B) to the Security Agent under a parallel debt structure, joint and several creditor structure or agency structure for the benefit of the other Senior Secured Creditors, and ranks, or is expressed to rank, in the same order of priority as that contemplated in Clause 2.2 (Transaction Security), provided that all amounts received or recovered by any Senior Secured Creditor with respect to such Security are immediately paid to the Security Agent and held and applied in accordance with Clause 18 (Application of Proceeds); and
(b) any guarantee, indemnity or other assurance against loss from any Debtor, any member of the Group or any Security Grantor in respect of the Senior Lender Liabilities, the Pari Passu Debt Liabilities or the Senior Secured Notes Liabilities in addition to those in:
(i) the form of the Senior Facilities Agreement as at the Effective Date (or any other Finance Document (as defined therein) in its form as at the Effective Date); or
(ii) this Agreement; or
(iii) any Common Assurance, if (except for any guarantee, indemnity or other assurance against loss permitted under Clause 3.4 (Security: Ancillary Facility Lenders and Issuing Banks)) and to the extent legally possible and subject to any Agreed Security Principles, at the same time it is also offered to the other Senior Secured Creditors in respect of their Liabilities and ranks, or is expressed to rank, in the same order of priority as that contemplated in Clause 2 (Ranking and Priority) and all amounts received...
Security and guarantees. (a) The Company and the Companies listed in Part III (First Phase Accession Companies) of Schedule 1 shall provide the security listed in paragraph 1 of Part II of Schedule 2 (Conditions precedent to first Utilisation) as Security in favour of the Secured Parties to secure all of the obligations of the Obligors under the Finance Documents.
(b) Each relevant Additional Obligor shall provide the security listed in Part IV (Security schedule) of Schedule 2 (Conditions precedent) as required to be effective on or before 30 June 2010 as Security in favour of the Secured Parties to secure all of the obligations of the Obligors under the Finance Documents.
(c) The Company shall:
(i) promptly notify the Agent if, on or after the date of this Agreement:
(A) any new member of the Group is incorporated; or
(B) any member of the Group becomes a Material Subsidiary; and
(ii) within 14 days of request by the Agent, ensure that the relevant member of the Group will:
(A) become an Additional Guarantor; and
(B) execute (or, as the case may be, procure the execution of) Security Document(s), in form and substance satisfactory to the Security Agent, in respect of that member of the Group, its business or its assets in favour of the Secured Parties to secure all of the obligations of the Obligors under the Secured Documents.
(d) Each Obligor shall (and the Company shall ensure that each other member of the Group will), at its own expense, promptly take all such action as the Agent or the Security Agent may reasonably require:
(i) for the purpose of perfecting or protecting any of the Secured Parties’ rights under, and preserving the Security intended to be created or evidenced by, any of the Finance Documents; and
(ii) for the purpose of facilitating the realisation of any of that Security, including the execution of any transfer, conveyance, assignment or assurance of any asset and the giving of any notice, order or direction and the making of any registration which the Agent or the Security Agent may reasonably require.
(e) No Obligor shall (and the Company shall ensure that no other member of the Group will) do, or consent to the doing of, anything which might prejudice the validity, enforceability or priority of any of the Security created pursuant to the Security Documents.
(f) The Company shall ensure that, subject to paragraph (g) below, prior to first Utilisation the Group companies listed in Part III of Schedule 1 (First Phase Accession Companies) will accede to this...
Security and guarantees. Senior Secured Creditors) or Clause 6.1 (Restriction on Payment and dealings: Senior Parent Liabilities));
Security and guarantees. Second Lien Creditors
(a) the Common Transaction Security;
(b) any guarantee, indemnity or other assurance against loss contained in:
Security and guarantees. (a) Any Security Document or any guarantee in or any subordination under any Finance Document is not in full force and effect or any Security Document does not create in favour of the Security Trustee for the benefit of the Secured Parties the Security which it is expressed to create fully perfected and with the ranking and priority it is expressed to have.
(b) Any Security Document is declared null and void by a Governmental Agency of competent jurisdiction, or any such Governmental Agency or any Obligor shall contest the validity, perfection or priority of the Security granted pursuant to any Security Document in favour of the Security Trustee.
Security and guarantees. The giving, acceptance, existence, non-existence, validity, invalidity or value of any security or collateral securing the Obligations or any guarantee of the Obligations, including, without limitation, the Guarantee Collateral and the guarantees by the Grantors, any attempt or failure to attempt to realize upon that security, collateral or guarantee or the exchange, substitution, renewal, extension, modification, compromise, release, discharge or failure to perfect for any reason that security, collateral or guarantee.
Security and guarantees. A Secured Party may take, accept or receive the benefit of:
Security and guarantees. 5.1 On the date of this Agreement and on the Effective Date, the Guarantor acknowledges and agrees that the guarantees of the Company as set forth in Clause 16 (Guarantee and Indemnity) of the Subscription Agreement will continue to be guarantees of the total balance of sums payable by the Company under the Finance Documents (including this Agreement and the Subscription Agreement as amended by this Agreement) in respect of the full amount of the Promissory Certificates issued by the Company.
5.2 On the date of this Agreement and on the Effective Date the Security Provider acknowledges and agrees that the Transaction Security Documents will continue to secure the total balance of sums payable by the Company under the Finance Documents (including this Agreement and the Subscription Agreement as amended by this Agreement) in respect of the full amount of the Promissory Certificates issued by the Company.
5.3 Each Obligor acknowledges and agrees with effect from the Effective Date that each Obligor’s liabilities and obligations arising under the Subscription Agreement as amended by this Agreement form part of the Secured Obligations (as defined in the Transaction Security Documents).
