Security: Intra-Group Lenders. Prior to the Final Discharge Date, the Intra-Group Lenders may not take, accept or receive the benefit of any Security, guarantee, indemnity or other assurance against loss in respect of the Intra-Group Liabilities unless:
Security: Intra-Group Lenders. Prior to the Final Discharge Date, the Intra-Group Lenders may not take, accept or receive the benefit of any Security, guarantee, indemnity or other assurance against loss in respect of the Intra-Group Liabilities unless:
(a) that Security, guarantee, indemnity or other assurance against loss is not prohibited by the Debt Financing Agreements; A44420063
(b) prior to the First/Second Lien Discharge Date, in relation to each Senior Financing Agreement that prohibits that Security, guarantee, indemnity or other assurance against loss, the requisite Senior Secured Creditors under that Senior Financing Agreement consent to that Security, guarantee, indemnity or other assurance against loss; or
(c) on or after the First/Second Lien Discharge Date, in relation to each Senior Parent Financing Agreement that prohibits that Security, guarantee, indemnity or other assurance against loss, the requisite Senior Parent Creditors under that Senior Parent Financing Agreement consent to that Security, guarantee, indemnity or other assurance against loss.
Security: Intra-Group Lenders. After the occurrence of an Insolvency Event, and until the Final Discharge Date, the Intra-Group Lenders may not take, accept or receive the benefit of any Security, guarantee, indemnity or other assurance against loss in respect of the Intra-Group Liabilities unless:
(a) that Security, guarantee, indemnity or other assurance against loss is expressly permitted under the terms of the Finance Documents; and
(b) the prior consent of an Instructing Group is obtained. 169836-4-16896-v10.0 - 27 - 66-40580427
Security: Intra-Group Lenders. Prior to the Final Discharge Date, no Intra-Group Lender may take, accept or receive the benefit of any Security, guarantee, indemnity or other assurance against loss in respect of the Intra-Group Liabilities unless:
(a) that Security, guarantee, indemnity or other assurance against loss is not prohibited under the terms of the Credit Facility Documents, the Senior Secured Notes Documents or the Pari Passu Debt Documents;
(b) prior to the Super Senior Discharge Date, the prior written consent of the Instructing Group is obtained; or
(c) on or after the Super Senior Discharge Date but prior to the Senior Secured Notes Discharge Date, the prior written consent of the Majority Senior Secured Creditors is obtained.
Security: Intra-Group Lenders. Prior to the Final Discharge Date, the Intra-Group Lenders may not take, accept or receive the benefit of any Security, guarantee, indemnity or other assurance against loss in respect of the Intra-Group Liabilities unless:
(a) that Security, guarantee, indemnity or other assurance against loss is not prohibited by the Debt Financing Agreements;
(b) prior to the Primary Discharge Date, in relation to each Debt Financing Agreement that prohibits that Security, guarantee, indemnity or other assurance against loss, the requisite Creditors under that Debt Financing Agreement consent to that Security, guarantee, indemnity or other assurance against loss; or
(c) on or after the Primary Discharge Date, in relation to each Senior Parent Financing Agreement that prohibits that Security, guarantee, indemnity or other assurance against loss, the requisite Senior Parent Creditors under that Senior Parent Financing Agreement consent to that Security, guarantee, indemnity or other assurance against loss.
Security: Intra-Group Lenders. Prior to the Final Discharge Date, the Intra-Group Lenders may not take, accept or receive the benefit of any Security, guarantee, indemnity or other assurance against loss in respect of the Intra-Group Liabilities unless:
(a) prior to the Super Senior Discharge Date, that Security, guarantee, indemnity or other assurance against loss is not prohibited by the Super Senior Debt Documents or the prior consent of the Required Super Senior Creditors is obtained;
(b) prior to the Pari Passu Discharge Date, that Security, guarantee, indemnity or other assurance against loss is not prohibited by the Pari Passu Debt Documents or the prior consent of the Required Pari Passu Creditors is obtained;
(c) prior to the Second Lien Discharge Date, that Security, guarantee, indemnity or other assurance against loss is not prohibited by the Second Lien Debt Documents or the prior consent of the Required Second Lien Creditors is obtained;
(d) prior to the Senior Subordinated Discharge Date, that Security, guarantee, indemnity or other assurance against loss is not prohibited by the Senior Subordinated Debt Documents or the prior consent of the Required Senior Subordinated Creditors is obtained; and
(e) with respect to any Security, guarantee, indemnity or other assurance against loss in respect of Intra-Group Liabilities owed to a German Intra-Group Lender only, if and to the extent that Security guarantee, indemnity or other assurance against loss is required for the relevant German Intra-Group Lender’s (or its general partner’s, as the case may be) Capital Maintenance Compliance provided that the relevant Intra‑Group Lender provides as soon as possible prior written notice to the Common Security Agent of its intention to take, accept or receive, as applicable the benefit of any Security, guarantee, indemnity or other assurance against loss in respect of the Intra-Group Liabilities together with an explanation of such requirement. AMERICAS 120207225
Security: Intra-Group Lenders. Prior to the Final Discharge Date, the Intra-Group Lenders may not take, accept or receive the benefit of any Security, guarantee, indemnity or other assurance against loss in respect of the Intra-Group Liabilities unless:
(a) that Security, guarantee, indemnity or other assurance against loss is expressly permitted by the Credit Facility Agreement(s) and not prohibited by the Pari Passu Facility Agreement(s) and the Pari Passu Note Indenture(s); or
(b) the prior consent of the Majority Credit Facility Lenders and the Majority Pari Passu Creditors is obtained.
Security: Intra-Group Lenders. Prior to the Final Discharge Date, the Intra-Group Lenders may not take, accept or receive the benefit of any Security, guarantee, indemnity or other assurance against loss in respect of the Intra-Group Liabilities unless:
(a) that Security, guarantee, indemnity or other assurance against loss is expressly permitted by the Credit Facility Agreement(s) and not prohibited by the Senior Secured Note Indenture; or
(b) the prior consent of the Creditor Representative acting on the instructions of the Majority Credit Facility Lenders and the Senior Secured Note Trustee acting on the instructions of the Majority Senior Secured Note Creditors is obtained.
Security: Intra-Group Lenders. Prior to the Senior Discharge Date, the Intra-Group Lenders may not take, accept or receive the benefit of any Security over any asset of any member of the Group or any guarantee, indemnity or other assurance against loss from any member of the Group in respect of the Intra-Group Liabilities unless:
(a) that Security, guarantee, indemnity or other assurance against loss is expressly permitted under the terms of the Senior Facilities Agreement;
(b) prior to the Senior Discharge Date, the prior consent of the Majority Senior Creditors is obtained; or
(c) the Senior Discharge Date has occurred.
Security: Intra-Group Lenders. Prior to the Senior Discharge Date, the Intra-Group Lenders may not take, accept or receive the benefit of any Security, guarantee, indemnity or other assurance against loss in respect of the Intra-Group Liabilities unless that Security, guarantee, indemnity or other assurance against loss is expressly permitted under the terms of the Senior Facilities Agreement or (to the extent not permitted) prior to the Senior Discharge Date, the prior consent of the Majority Instructing Creditors is obtained.
