Security Principles. (a) The Note Guarantees and security to be provided pursuant to this Indenture will be given in accordance with the security principles set out herein (the “Agreed Security Principles”).
(b) The Agreed Security Principles embody recognition by all parties that there may be certain legal and practical difficulties in obtaining security and Note Guarantees from all proposed grantors of security and Note Guarantees (the “Grantors”) in every jurisdiction in which the Grantors are incorporated. In particular:
(i) general statutory limitations, capital maintenance, financial assistance, corporate benefit, fraudulent preference, “thin capitalisation” rules, retention of title claims and similar principles may limit the ability of a Grantor to provide Note Guarantees or security or may require that the Note Guarantee or security be limited by an amount or otherwise. The Company shall use reasonable endeavors to assist in demonstrating that adequate corporate benefit accrues to each Grantor. Limitation language will be included in respect of all Note Guarantees and Security Documents limiting the liability under the Note Guarantees and the enforceability of the security as required or customary under applicable law;
(ii) the Liens and extent of their perfection will be agreed taking into account the cost to the Company and its Restricted Subsidiaries of providing security so as to ensure that it is proportionate to the benefit accruing to the Secured Parties (as defined in the Intercreditor Agreement);
(iii) any assets subject to third party arrangements which are not prohibited by the Debt Documents (as defined in the Intercreditor Agreement) and which prevent those assets from being granted as security will be excluded in any relevant Security Document provided that reasonable endeavors to obtain consent to grant security interests over any such assets shall be used by the relevant Grantor if the relevant asset is material, and provided further that when making an acquisition of Capital Stock or other ownership interests in a company representing more than 50.1% but less than 100% of the issued Capital Stock or other ownership interests of such company (or of a business or undertaking carried on as a going concern) such that following the acquisition the entity would constitute a Restricted Subsidiary that is not an Immaterial Subsidiary, neither the Company nor any of its Restricted Subsidiaries shall enter into any agreement or undertaking at the time of such a...
Security Principles. Notwithstanding anything to the contrary, the Collateral shall exclude the following: (i) (A) any owned and leased real/immoveable property other than Material Owned Real Property; (ii) any governmental licenses or state or local franchises, charters or authorizations, to the extent a security interest in any such licenses, franchise, charter or authorization would be prohibited or restricted thereby (including any legally effective prohibition or restriction, but excluding any prohibition or restriction that is ineffective under the PPSA or the UCC (or similar regulation in any applicable jurisdiction)), (iii) pledges and security interests prohibited by applicable Law (including any legally effective requirement to obtain the consent of any Governmental Entity), (iv) Margin Stock and, to the extent prohibited by, or creating an enforceable right of termination in favor of any other party thereto under (other than the Loan Parties or any of their Affiliates), the terms of any applicable organizational documents, joint venture agreement or shareholders’ agreement, equity interests in any Person other than Wholly-Owned Subsidiaries, (v) Assets to the extent a security interest in such Assets would result in material adverse tax consequences as reasonably determined by the Parent in consultation with the Agent, (vi) any intent-to-use United States trademark application for which an amendment to allege use or statement of use has not been filed under 15 U.S.C. § 1051(c) or 15 U.S.C. § 1051(d), respectively, or if filed, has not been deemed in conformance with 15 U.S.C. § 1051(a) or examined and accepted, respectively, by the United States Patent and Trademark Office, but solely to the extent, if any, that, and solely during the period, if any, in which the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law, (vii) any lease, license or other agreement in respect of personal property (including pursuant to a purchase money security interest or similar arrangement) and the property subject to such lease, license or agreement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement (or purchase money arrangement) or create a right of termination in favor of any other party thereto (other than the Parent or any of its Subsidiaries) after giving effect to the applicable anti-assi...
Security Principles. In order to be admitted to participate in the CBeHIS according to the process defined under Xxxxxx XXX.1.2.1 of this Agreement, each Contracting Party shall ensure the compliance of its NCPeH with the requirements for confidentiality, integrity, authenticity, availability and non-repudiation according to Regulation 2014/910/EU and Article 32 of Regulation 2016/679/EU.
Security Principles. (1) The Parties shall take all appropriate measures in accordance with this Agreement and the applicable national law to protect the transmitted classified information and shall ensure the necessary control of these measures.
(2) The Parties shall afford transmitted classified information at least the same level of protection as they afford their own classified information of the equivalent security classification level.
(3) Transmitted classified information shall only be used for the agreed purposes and shall only be made accessible to individuals duly authorised in accordance with the applicable national law.
(4) Transmitted classified information shall not be made accessible to a third party without the prior written consent of the originator.
(5) Classified information generated in the course of cooperation under this Agreement shall be protected in the same way as transmitted classified information.
Security Principles. Notwithstanding anything herein or in the other Loan Documents to the contrary, with respect to all Loan Documents, (i) a Foreign Corporation shall not directly or indirectly guarantee an EINA Borrower’s Obligations or the guarantees thereof, (ii) the assets of a Foreign Corporation shall not be pledged to secure, directly or indirectly, an EINA Borrower’s Obligations or the guarantees thereof and (iii) no pledge or guarantee by any other entity shall be required, and no proceeds resulting therefrom shall be used, to the extent such action would result in a controlled foreign corporation (that is a member of a Borrower Group or a Credit Party and for which a Borrower or Credit Party is a “U.S. Shareholder”) holding “United States property” (pursuant to the rules of Section 956(d) of the Code). For the avoidance of doubt, the parties agree that notwithstanding anything herein or in the other Loan Documents to the contrary, with respect to all Loan Documents, a payment (whether money, property or setoff) (x) by (or on behalf of) a Foreign Corporation, (y) resulting from enforcement of a Lien granted by, or in respect of, a Foreign Corporation or (z) by any Credit Party with respect to a Foreign Corporation’s Obligations, shall not be applied to satisfy an EINA Borrower’s Obligations or a guarantee thereof (whether directly or indirectly, including by set-off) and shall not serve as Collateral therefor (including pursuant to Section 8(b) of the Master Agreement for Standby Letters of Credit and Section 8(b) of the Master Agreement for Documentary Letters of Credit).
Security Principles. Other than as relates to the guarantee by Holdings of the Obligations of all other Credit Parties (and the corresponding Lien granted with respect thereto) and notwithstanding anything herein or in the other Loan Documents to the contrary, with respect to all Loan Documents, (i) a Foreign Corporation shall not directly or indirectly guarantee an EINA Borrower’s Obligations or the guarantees thereof, (ii) the assets of a Foreign Corporation shall not be pledged to secure, directly or indirectly, an EINA Borrower’s Obligations or the guarantees thereof and (iii) no pledge or guarantee by any other entity shall be required, and no proceeds resulting therefrom shall be used, to the extent such action would result in a controlled foreign corporation (that is a member of a Borrower Group or a Credit Party and for which a Borrower or Credit Party is a “U.S. Shareholder”) holding “United States property” (pursuant to the rules of Section 956(d) of the Code). For the avoidance of doubt and other than as relates to the guarantee by Holdings of the Obligations of all other Credit Parties (and the corresponding Lien granted with respect thereto), the parties agree that notwithstanding anything herein or in the other Loan Documents to the contrary, with respect to all Loan Documents, a payment (whether money, property or setoff) (x) by (or on behalf of) a Foreign Corporation, (y) resulting from enforcement of a Lien granted by, or in respect of, a Foreign Corporation or (z) by any Credit Party with respect to a Foreign Corporation’s Obligations, shall not be applied to satisfy an EINA Borrower’s Obligations or a guarantee thereof (whether directly or indirectly, including by set-off) and shall not serve as Collateral therefor (including pursuant to Section 8(b) of the Master Agreement for Standby Letters of Credit and Section 8(b) of the Master Agreement for Documentary Letters of Credit). For purposes of greater certainty, nothing is this Section 11.8 or any reference to it or the “Security Principles” contained herein in any Loan Document (including this Agreement), shall in any way prohibit the guaranty by Holdings of the Obligations of all of the other Credit Parties (nor the grant of any Lien on the assets of Holdings to secure such guaranty Obligations).
Security Principles. The Collateral Documents, guarantee provisions hereof (including as applied to any Counterpart Agreement), 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 in each case by any Subsidiary shall be granted in accordance with the Agreed Security Principles set forth in Schedule 1.01(d).
Security Principles. The Security Principles embody recognition by the Secured Parties and the Credit Parties that there may be certain legal and practical difficulties in obtaining effective guarantees and Liens in jurisdictions in which a Person is organized, conducts business or has assets (the “Security Jurisdictions”). In particular:
Security Principles. The guarantees and security to be provided will be given in accordance with the agreed security principles set out in this Schedule 10. This Schedule 10 addresses the manner in which the agreed security principles will impact on the guarantees and security proposed to be taken in relation to this transaction.
Security Principles. [Introductory provisions]
