Security Over Equity Interests Clause Samples

Security Over Equity Interests. (a) A security interest will only be granted over Equity Interests owned by the Borrower in accordance with and subject to these Agreed Security Principles. (b) Subject to the terms of the Agreed Security Principles, where possible under local law, mortgages (or the equivalent in local jurisdictions) over Equity Interests owned by the Borrower will be granted to the Collateral Agent for the benefit of the Secured Parties and will be perfected pursuant to local law requirements. If required by local law, share certificates should be handed over, written up or endorsed in the name of the Collateral Agent for the benefit of the Secured Parties and, if applicable, a certified copy of the applicable register showing the Collateral Agent for the benefit of the Secured Parties as the legal owners should be delivered to the Collateral Agent. (c) Subject to the terms of the Agreed Security Principles, where the Collateral Agent for the benefit of the Secured Parties cannot be registered as legal owner under local law (or where the Collateral Agent’s counsel in the relevant jurisdiction reasonably determines it is not customary for secured parties to be registered as legal owners), share pledges should be taken pursuant to which the Collateral Agent for the benefit of the Secured Parties will be entitled, subject to local laws or regulatory requirements, to transfer the relevant Equity Interests and satisfy themselves out of the proceeds of such sale upon enforcement of the security interest. The Borrower shall cause the Collateral Agent to have “control” over all certificated and uncertificated Equity Interests. (d) Subject to the terms of the Agreed Security Principles, to the extent permitted under local law, legal mortgages and share pledges should contain provisions to ensure that, until the occurrence of an Event of Default, the grantor of the security interest is entitled to receive dividends (unless the payment of such dividends is prohibited by any other Loan Document) and retain and exercise voting rights in any shareholders’ meeting of the issuer of the relevant Equity Interests (except if exercise would be materially prejudicial to the validity or enforceability of the security interest created) and that after the occurrence of an Event of Default the voting and dividend receipt rights may only be exercised by the Collateral Agent for the benefit of the Secured Parties. (e) Any security interest over Equity Interests should be noted in the appropriate co...