Common use of Security and guarantees Clause in Contracts

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 Agreement in accordance with Clause 26.4 (Additional Guarantors). (g) Upon accession of the Group companies listed in Part III of Schedule 1 (First Phase Accession Companies) the Company shall ensure that: (i) the aggregate of the unconsolidated gross assets (excluding any intragroup items) of the Guarantors (without double counting and excluding any interests in Subsidiaries of any member of the Group) exceeds [***] per cent. of the consolidated gross assets of the Group; and (ii) subject to the increase provided for in paragraph (h) below, the aggregate of the unconsolidated turnover of the Guarantors (without double counting and excluding any dividends or other distributions from Subsidiaries of any member of the Group) exceeds [***] per cent. of the consolidated turnover of the Group. (h) The Company shall ensure that on 30 June 2010 and at all times thereafter, the aggregate of the unconsolidated turnover of the Guarantors (without double counting and excluding any dividends or other distributions from Subsidiaries of any member of the Group) exceeds [***] per cent. of the consolidated turnover of the Group. (i) The aggregate of the unconsolidated gross assets and unconsolidated turnover of the Guarantors, and the consolidated gross assets and consolidated turnover of the Group shall be in each case calculated by reference to the then most recent annual unconsolidated financial statements of each Guarantor and the then most recent annual audited consolidated financial statements of the Group or until such time as annual audited consolidated financial statements of the Group are available, the pro-forma financial statements of the Group. The Company shall provide a certificate evidencing compliance with paragraphs (g) and (h) above upon the request of the Agent, acting reasonably. (j) The Company shall not be required to meet the requirements of this Clause 23.14 to the extent that: (i) it would breach any legal or regulatory requirement beyond the control of any member of the Group and which impediment cannot be avoided or removed by taking reasonable steps; or (ii) to the extent it would expose the directors of that Obligor to a material risk of personal liability. The Company shall use reasonable endeavours to ensure that the members of the Group do all that is necessary in order to overcome such impediment and to comply with this Clause 23.14. (k) 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.

Security and guarantees. (a) The Company shall ensure that as soon as practicable after the Completion Date and in any event within 15 days of the Completion Date, each Acquired Group Member shall become an Additional Guarantor in accordance with Clause 28 (Changes to the Obligors) and shall execute and deliver a Debenture 2 and the Companies documents and other evidence listed in Part III (First Phase Accession Companies) of Schedule 1 shall provide the security listed in paragraph 1 of Part II Ill of Schedule 2 (Conditions precedent required to first Utilisation) as Security in favour of the Secured Parties to secure all of the obligations of the Obligors under the Finance Documentsbe delivered by an Additional Obligor), other than paragraph 2. (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 shallIf: (i) promptly notify the Agent if, on or after the date of this Agreement: (A) any new member of the Group is incorporatedincorporated which is a Borrower or a Material Subsidiary; or (Bii) any member of the Group becomes a Material Subsidiary; and (ii) within 14 days of request by , then the Agent, Company shall promptly notify the Agent and shall ensure that the relevant member of the Group will: , within 14 days of such notice, become an Additional Guarantor under Clause 28.3 (Additional Guarantors) (unless (A) it is not legally permissible for such member of the Group to become an Additional Guarantor; and Guarantor under applicable law or (B) the Majority Banks agree that such relevant member of the Group need not become an Additional Guarantor because such relevant member of the Group becoming an Additional Guarantor would result in a material Tax liability for the Group) and shall execute (and deliver a Debenture 2 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 if that member of the GroupGroup is incorporated other than in England and Wales, its business or its assets in favour other Security (to the extent available) which provides the Senior Finance Parties with substantially the same Security over that member of the Secured Parties to secure all Group as a Debenture 2 would provide if that member of the obligations Group were incorporated in England and Wales provided that such Security need not be given to the extent that the Majority Lenders are satisfied (acting reasonably) that: (a) taking such Security would incur excessive expense for the Group relative to the value to the Senior Finance Parties of such Security; (b) taking such Security would result in a material Tax liability for the Group; (c) the value of such Security would be immaterial to the Senior Finance Parties in the context of the Obligors under the Secured Documents.other Security provided to them at that time; and/or (d) Each Obligor shall (giving such Security would not be legally permissible, and the Company shall ensure that each documents and 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 evidence listed in Part III Ill of Schedule 1 2 (First Phase Accession Companies) will accede to this Agreement in accordance with Clause 26.4 (Additional Guarantors). (g) Upon accession of the Group companies listed in Part III of Schedule 1 (First Phase Accession Companies) the Company shall ensure that: (i) the aggregate of the unconsolidated gross assets (excluding any intragroup items) of the Guarantors (without double counting and excluding any interests in Subsidiaries of any member of the Group) exceeds [***] per cent. of the consolidated gross assets of the Group; and (ii) subject to the increase provided for in paragraph (h) below, the aggregate of the unconsolidated turnover of the Guarantors (without double counting and excluding any dividends or other distributions from Subsidiaries of any member of the Group) exceeds [***] per cent. of the consolidated turnover of the Group. (h) The Company shall ensure that on 30 June 2010 and at all times thereafter, the aggregate of the unconsolidated turnover of the Guarantors (without double counting and excluding any dividends or other distributions from Subsidiaries of any member of the Group) exceeds [***] per cent. of the consolidated turnover of the Group. (i) The aggregate of the unconsolidated gross assets and unconsolidated turnover of the Guarantors, and the consolidated gross assets and consolidated turnover of the Group shall be in each case calculated by reference to the then most recent annual unconsolidated financial statements of each Guarantor and the then most recent annual audited consolidated financial statements of the Group or until such time as annual audited consolidated financial statements of the Group are available, the pro-forma financial statements of the Group. The Company shall provide a certificate evidencing compliance with paragraphs (g) and (h) above upon the request of the Agent, acting reasonably. (j) The Company shall not be Conditions precedent required to meet the requirements of this Clause 23.14 to the extent that: (i) it would breach any legal or regulatory requirement beyond the control of any member of the Group and which impediment cannot be avoided or removed delivered by taking reasonable steps; or (ii) to the extent it would expose the directors of that Obligor to a material risk of personal liability. The Company shall use reasonable endeavours to ensure that the members of the Group do all that is necessary in order to overcome such impediment and to comply with this Clause 23.14an Additional Obligor), other than paragraph 2. (k) 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.

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 Borrower 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 ceases to be a Material SubsidiaryDormant Company; or (C) any business that is material in the context of the business of the member of the Group that acquires that business is acquired; and (ii) within 14 30 days of request by the AgentAgent (acting reasonably), 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 Finance Parties to secure all of the obligations of the Obligors under the Secured Finance Documents. (db) Each Obligor shall (and the Company shall ensure that each other member of the Group will)shall, 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 Finance 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. (ec) 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 Agreement in accordance with Clause 26.4 (Additional Guarantors). (g) Upon accession of the Group companies listed in Part III of Schedule 1 (First Phase Accession Companies) the Company shall ensure that: (i) the aggregate of the unconsolidated gross assets (excluding any intragroup items) of the Guarantors (without double counting and excluding any interests in Subsidiaries of any member of the Group) exceeds [***] per cent. of the consolidated gross assets of the Group; and (ii) subject to the increase provided for in paragraph (h) below, the aggregate of the unconsolidated turnover of the Guarantors (without double counting and excluding any dividends or other distributions from Subsidiaries of any member of the Group) exceeds [***] per cent. of the consolidated turnover of the Group. (h) The Company shall ensure that on 30 June 2010 and at all times thereafter, the aggregate of the unconsolidated turnover of the Guarantors (without double counting and excluding any dividends or other distributions from Subsidiaries of any member of the Group) exceeds [***] per cent. of the consolidated turnover of the Group. (i) The aggregate of the unconsolidated gross assets and unconsolidated turnover of the Guarantors, and the consolidated gross assets and consolidated turnover of the Group shall be in each case calculated by reference to the then most recent annual unconsolidated financial statements of each Guarantor and the then most recent annual audited consolidated financial statements of the Group or until such time as annual audited consolidated financial statements of the Group are available, the pro-forma financial statements of the Group. The Company shall provide a certificate evidencing compliance with paragraphs (g) and (h) above upon the request of the Agent, acting reasonably. (j) The Company shall not be required to meet the requirements of this Clause 23.14 to the extent that: (i) it would breach any legal or regulatory requirement beyond the control of any member of the Group and which impediment cannot be avoided or removed by taking reasonable steps; or (ii) to the extent it would expose the directors of that Obligor to a material risk of personal liability. The Company shall use reasonable endeavours to ensure that the members of the Group do all that is necessary in order to overcome such impediment and to comply with this Clause 23.14. (k) 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.

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; or (C) any business or asset that is material in the context of the business of the member of the Group that acquires that business or asset is acquired; and (ii) at any time within 14 30 days of request by the Agent, ensure ensure, subject to the Security Principles, 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) provide 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. (b) The Company shall ensure that members of the Group shall at all times grant security in accordance with the Security Principles. (c) The Company shall ensure that all perfection requirements set out in the Perfection Requirements List are satisfied within the time period set out in that list to the extent these are required to be satisfied by such specified time following the Closing Date. (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 requirerequire acting in accordance with the Security Principles: (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 that at all times after the Group companies listed in Part III date of Schedule 1 (First Phase Accession Companies) will accede to this Agreement in accordance with Clause 26.4 (Additional Guarantors). (g) Upon accession of the Group companies listed in Part III of Schedule 1 (First Phase Accession Companies) the Company shall ensure thatAgreement: (i) the aggregate of the unconsolidated gross total assets (excluding any intragroup itemsloans) of the Guarantors (without double counting and excluding any interests in any Subsidiaries of any member of the Groupwhich are Guarantors) exceeds [***] 80 per cent. of the consolidated gross total assets of the Group; and (ii) subject to the increase provided for in paragraph (h) below, the aggregate of the unconsolidated turnover revenues and EBITDA of the Guarantors (without double counting and excluding any dividends or other distributions from Subsidiaries of any member of the Groupwhich are Guarantors) exceeds [***] 80 per cent. of the consolidated turnover revenues and EBITDA of the Group. (h) The Company shall ensure that on 30 June 2010 and at all times thereafter, the aggregate of the unconsolidated turnover of the Guarantors (without double counting and excluding any dividends or other distributions from Subsidiaries of any member of the Group) exceeds [***] per cent. of the consolidated turnover of the Group. (i) The aggregate of the unconsolidated gross assets and unconsolidated turnover of the Guarantors, and the consolidated gross assets and consolidated turnover of the Group shall be in each case calculated by reference to the then most recent annual unconsolidated financial statements of each Guarantor and the then most recent annual audited consolidated financial statements of the Group or until such time as annual audited consolidated financial statements of the Group are available, the pro-forma financial statements of the Group. The Company shall provide a certificate evidencing compliance with paragraphs (g) and (h) above upon the request of the Agent, acting reasonably. (j) The Company shall not be required to meet the requirements of this Clause 23.14 to the extent that: (i) it would breach any legal or regulatory requirement beyond the control of any member of the Group and which impediment cannot be avoided or removed by taking reasonable steps; or (ii) to the extent it would expose the directors of that Obligor to a material risk of personal liability. The Company shall use reasonable endeavours to ensure that the members of the Group do all that is necessary in order to overcome such impediment and to comply with this Clause 23.14. (k) 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.

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 Facility 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; or (C) any business or asset that is material in the context of the business of the member of the Group that acquires that business or asset is acquired; and (ii) at any time within 14 30 days of request by the Facility Agent, ensure ensure, subject to the Security Principles, 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) provide 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. (b) The Company shall ensure that members of the Group shall at all times grant security in accordance with the Security Principles. (c) The Company shall ensure that all perfection requirements set out in the Perfection Requirements List are satisfied within the time period set out in that list to the extent these are required to be satisfied by such specified time following the Closing Date. (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 Facility Agent or the Security Agent may reasonably requirerequire acting in accordance with the Security Principles: (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 Facility 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 that at all times after the Group companies listed in Part III date of Schedule 1 (First Phase Accession Companies) will accede to this Agreement in accordance with Clause 26.4 (Additional Guarantors). (g) Upon accession of the Group companies listed in Part III of Schedule 1 (First Phase Accession Companies) the Company shall ensure thatAgreement: (i) the aggregate of the unconsolidated gross total assets (excluding any intragroup itemsloans) of the Guarantors (without double counting and excluding any interests in any Subsidiaries of any member of the Groupwhich are Guarantors) exceeds [***] 80 per cent. of the consolidated gross total assets of the Group; and (ii) subject to the increase provided for in paragraph (h) below, the aggregate of the unconsolidated turnover revenues and EBITDA of the Guarantors (without double counting and excluding any dividends or other distributions from Subsidiaries of any member of the Groupwhich are Guarantors) exceeds [***] 80 per cent. of the consolidated turnover revenues and EBITDA of the Group. (h) The Company shall ensure that on 30 June 2010 and at all times thereafter, the aggregate of the unconsolidated turnover of the Guarantors (without double counting and excluding any dividends or other distributions from Subsidiaries of any member of the Group) exceeds [***] per cent. of the consolidated turnover of the Group. (i) The aggregate of the unconsolidated gross assets and unconsolidated turnover of the Guarantors, and the consolidated gross assets and consolidated turnover of the Group shall be in each case calculated by reference to the then most recent annual unconsolidated financial statements of each Guarantor and the then most recent annual audited consolidated financial statements of the Group or until such time as annual audited consolidated financial statements of the Group are available, the pro-forma financial statements of the Group. The Company shall provide a certificate evidencing compliance with paragraphs (g) and (h) above upon the request of the Agent, acting reasonably. (j) The Company shall not be required to meet the requirements of this Clause 23.14 to the extent that: (i) it would breach any legal or regulatory requirement beyond the control of any member of the Group and which impediment cannot be avoided or removed by taking reasonable steps; or (ii) to the extent it would expose the directors of that Obligor to a material risk of personal liability. The Company shall use reasonable endeavours to ensure that the members of the Group do all that is necessary in order to overcome such impediment and to comply with this Clause 23.14. (k) 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.