Terms of Security Documents. The following principles will be reflected in the terms of any security document to be executed and delivered:
(a) subject to Permitted Liens and these Agreed Security Principles the security will be first ranking and the perfection of security (when required) and other legal formalities will be completed as soon as practicable and, in any event, within the time periods specified in the Note Documents or, if earlier or to the extent no such time period is specified in the Note Documents, within the time periods specified by applicable law in order to ensure due perfection;
(b) the security will not be enforceable until an Event of Default has occurred and notice of acceleration of the Notes has been given by the Trustee or the Notes have otherwise become due and payable prior to the scheduled maturity thereof (an “Enforcement Event”);
(c) prior to the Maturity Date, notification of any Liens over bank accounts will be given (subject to legal advice) to the banks with whom the accounts are maintained only if an Enforcement Event has occurred;
(d) notification of receivables security to debtors who are not members of the Company or its Subsidiaries will only be given if an Enforcement Event has occurred;
(e) notification of any security interest over insurance policies will be served on any insurer of the Company’s or any Restricted Subsidiaries’ assets;
(f) the security documents should only operate to create security rather than to impose new commercial obligations. Accordingly, they should not contain material additional representations, undertakings or indemnities (such as in respect of insurance, information or the payment of costs) unless these are the same as or consistent with those contained in this Indenture or are necessary for the creation or perfection of the security;
(g) in respect of the share pledges and pledges of intra-group receivables, until an Enforcement Event has occurred, the pledgors will be permitted to retain and to exercise voting rights to any shares pledged by them in a manner which does not materially adversely affect the value of the security (taken as a whole) or the validity or enforceability of the security or cause an Event of Default to occur, and the pledgors will be permitted to receive dividends on pledged shares and payment of intra-group receivables and retain the proceeds and/or make the proceeds available to Holdings and its Subsidiaries to the extent not prohibited under this Indenture;
(h) the Collateral Agents ...
Terms of Security Documents. 4.1 Security shall (to the extent legally possible, subject to the general principles above) be created in favor of the Security Agent, the Trustee and the Holders or the Security Agent on behalf of or as trustee for the Trustee and the Holders (as considered appropriate by counsel to the Security Agent), to secure all of the obligations of the party giving the relevant security as well as all liabilities under the Indenture and the Notes (to the extent permitted by local law).
4.2 The security documents should only operate to create security rather than to impose new commercial obligations. Accordingly, representations shall not be included and undertakings (such as in respect of insurance, maintenance of assets, information or the payment of costs) shall be strictly limited to those necessary for the creation or perfection of the security, will not unreasonably interfere with the normal running of the business and shall not be included to the extent the subject matter thereof is the same as a corresponding undertaking in the Indenture and shall not operate so as to prevent transactions which are otherwise permitted under the Indenture or to require additional consents or authorizations or to impose commercial obligations.
4.3 The following principles will be reflected in the terms of any security taken as part of this transaction:
(a) security will not be enforceable in respect of the Notes until an Event of Default has occurred in respect of which the Notes are being accelerated (a “Declared Default”);
(b) information, such as lists of assets, will be provided if, in the opinion of counsel to the Security Agent, these are required by local law to be provided to perfect or register the security or to ensure the security can be enforced and, unless in the opinion of counsel to the Security Agent required to be provided by local law more frequently, be provided annually or, following an Event of Default which is continuing, on the Security Agent’s reasonable request; and
(c) each of the Trustee, the Security Agent and the Holders should only be able to exercise any power of attorney granted to it under the security documents following a Declared Default.
Terms of Security Documents. The following principles will be reflected in the Security Documents:
a. the Liens in favor of the Notes will be first ranking, to the extent possible;
b. the enforcement of such Liens shall not be limited by any requirement to obtain cash consideration on sales or other disposals. Unless local law requires otherwise, non-cash consideration will be expressly permitted;
c. the Security Documents shall operate to create Security rather than to impose new commercial obligations. Accordingly, they shall not contain additional representations or undertakings unless the same are required for the creation, perfection or preservation of the Liens in favor of the Notes (or to the extent relevant, the assets which are the subject of the relevant Lien) or are consistent with local law and practice;
d. short form intellectual property security agreements shall be required to be filed with the U.S. Copyright Office or U.S. Patent & Trademark Office with respect to copyrights, patents and trademarks, as applicable, in each case which are registered in the U.S., of an Obligor;
e. account control agreements shall be required with respect to bank accounts and securities accounts in the United States of Obligors located in the United States or any state or territory thereof, to the extent required pursuant to the personal property security and pledge agreement referred to in Schedule V of this Indenture;
f. in respect of any Lien in favor of the Notes to be granted over intercompany receivables:
i. the Security-grantor shall, where necessary as a matter of local law, provide the Collateral Agent with a list of intercompany receivables at specified reasonable intervals;
ii. the terms of the relevant Security Document shall not prevent (y) the repayment of such intercompany receivables or (z) the transfer of such intercompany receivables to the extent such transfer is made in accordance with the provisions of this Indenture;
g. any Security Documents entered into after the Restructuring Effective Date shall be on the same terms, in all material respects, to any equivalent existing Security Documents, save for changes required as a result of a change in law since those Security Documents were entered into.
Terms of Security Documents. The following principles will be reflected in the terms of any security taken as part of this transaction:
Terms of Security Documents. The following principles will be reflected in the terms of any Lien taken as part of this transaction: (a)the Lien will be first ranking, if commercially feasible;
Terms of Security Documents. The following principles will be reflected in the terms of any security taken in connection with the Notes:
(a) security will, to the extent possible under local law, not be enforceable or, in the case of any floating charge constituted pursuant to any English security document or any other security document with a practical equivalent of an English law floating charge, crystallise until the occurrence of an Event of Default (an “Applicable Event”) which is continuing;
(b) unless as otherwise required by law (e.g. with respect to a power of attorney provided under any Swiss law governed security interests or the power of attorney for the purposes of the notarization of the equity pledge security of any Note Party incorporated or otherwise organized under the laws of Germany), the beneficiaries of the security or any agent will only be able to exercise a power of attorney and to exercise any withdrawal rights in respect of a secured asset following (1) the occurrence of an Applicable Event which is continuing or (2) if the relevant Note Party has failed to comply with its obligations under the relevant security documents within five Business Days of request;
(c) the security documents should only operate to create security rather than to impose new commercial obligations or repeat clauses in other Notes Documents; accordingly:
Terms of Security Documents. The following principles will be reflected in the terms of any security taken in connection with the Notes (or any refinancing thereof):
(a) security will be ranking in accordance with the lien priorities in any applicable Intercreditor Agreement;
(b) security will, to the extent possible under local law, not be enforceable until the occurrence of an Event of Default (an “Applicable Event”) which is continuing (and, with respect to security governed by the laws of the Netherlands, constitutes a default in the performance of the secured obligations);
(c) with respect to security interests granted by an Italian Note Party (or governed by Italian law) and a Spanish Note Party, an Applicable Event will be a payment default or the acceleration of the relevant secured obligations;
(d) unless as otherwise required to perfect the security or required by law (e.g. with respect to the power of attorney for the purposes of the notarization of the equity pledge security of any German Note Party or the Spanish law irrevocable power of attorney to be granted in relation to the Spanish law Security), the beneficiaries of the security or any agent will only be able to exercise a power of attorney granted by a Note Party and to exercise any withdrawal rights in respect of a secured asset following (1) the occurrence of an Applicable Event which is continuing or (2) if the relevant Note Party has failed to comply with its obligations under the relevant security documents within five Business Days of request; #96405991v19
(e) the security documents should only operate to create security rather than to impose new commercial obligations or repeat clauses in other Note Documents; accordingly:
(i) they should not contain identical or additional representations, undertakings or indemnities (including in respect of insurance, information, maintenance or protection of assets or the payment of fees, costs and expenses) unless required for the creation or perfection of security, to maintain effective security or customary in the relevant jurisdiction;
(ii) notwithstanding anything to the contrary in any security document, the terms of a security document shall not operate or be construed so as to prohibit or restrict any transaction, matter or other step permitted by the Note Documents or where the applicable level of holder consent required by the relevant Note Document (“Required Holder Consent”) has been obtained and the Notes Collateral Agent shall (pursuant to its authority unde...
Terms of Security Documents. The following principles will be reflected in the terms of any security taken in connection with any applicable Foreign Guarantor:
(a) security will not be enforceable or crystallise until the occurrence of an Event of Default (an “Applicable Event”) which is continuing;
(b) the beneficiaries of the security or any agent will only be able to exercise a power of attorney following the occurrence of an Applicable Event which is continuing;
(c) the security documents should only operate to create security rather than to impose new commercial obligations or repeat clauses in other Loan Documents; accordingly:
(i) they should not contain additional representations, undertakings or indemnities (including in respect of insurance, information, maintenance or protection of assets or the payment of fees, costs and expenses) unless these are the same as or consistent with those contained in the Loan Documents, consistent with local custom or are required by local law for the creation or perfection of security; and
(ii) notwithstanding anything to the contrary in any security document, the terms of a security document shall not operate or be construed so as to prohibit or restrict any transaction, matter or other step (or a grantor of security taking or entering into the same) or dealing in any manner whatsoever in relation to any asset (including all rights, claims, benefits, proceeds and documentation, and contractual counterparties in relation thereto) the subject of (or expressed to be the subject of) the security agreement if not prohibited by the Loan Documents or where, if required, the consent of the Required Lenders (as defined in the Credit Agreement) has been obtained and the Collateral Agent shall promptly enter into such documentation and/or take such other action as is required by a relevant Loan Party (acting reasonably) in order to facilitate any such transaction, matter or other step, including by way of executing any confirmation, consent to dealing, release or other similar or equivalent document, provided that any costs and expenses incurred by the Collateral Agent entering into such documentation and/or taking such other action at the request of such Loan Party pursuant to this paragraph shall be for the account of such Loan Party, in accordance with the costs and expenses provisions set out in the Credit Agreement and such provision shall be included in each security document;
(d) security will, where possible and practical, automatically create ...
Terms of Security Documents. The following principles will be reflected in the terms of any security taken in connection with the Notes:
Terms of Security Documents. The following principles will be reflected in the terms of any security taken as part of this transaction:
(a) security will not be enforceable until an acceleration of the relevant Bridge Facility or the Super-Priority Subscription Agreement following the occurrence of an Event of Default which is continuing;
(b) notification of pledges over bank accounts will be given to the bank holding the account; provided that this is not inconsistent with the Parent Group retaining control over the balance and operation of the account;
(c) notification of receivables security to debtors which are not members of the Parent Group will only be given if an Event of Default has occurred and notice of such Event of Default and of intention to enforce has been given by the agent under the relevant Bridge Facility or the Super-Priority Subscription Agreement;
(d) notification of any security interest over insurance policies will be served on any insurer of the Group assets (other than in respect of any run-off insurance policy maintained by the Seller);
(e) the security documents should only operate to create security rather than to impose new commercial obligations. Accordingly, representations shall not be included and undertakings (such as in respect of insurance, information or the payment of costs) shall be strictly limited to those necessary for the creation or perfection of the security and shall not be included to the extent the subject matter thereof is the same as a corresponding undertaking in any of the Financings;
