Common use of The Agreed Security Principles Clause in Contracts

The Agreed Security Principles. embody a recognition by all parties that there may be certain legal and practical difficulties in obtaining effective guarantees and security from all Material Companies and other members of the Group required to give guarantees and security (the “Guarantor Companies”) in every jurisdiction in which Guarantor Companies are or may in the future be located. In particular: (a) general statutory limitations, financial assistance, capital maintenance, corporate benefit, fraudulent preference, fraudulent conveyance, preference, “thin capitalisation” rules, retention of title claims and similar principles may limit the ability of a Guarantor Company to provide a guarantee or security or may require that the guarantee or security be limited by an amount or otherwise (including any legal fees, registration fees, stamp duty taxes and any other fees or related costs). The Company shall use reasonable endeavours to overcome any such limitation to the extent reasonably practicable. If, following the reasonable endeavours of the Company to overcome such limitations any such limit continues to apply, the guarantees and security provided will be limited to the maximum amount which the relevant member of the Group may provide having regard to applicable law (including any jurisprudence) and otherwise so as to minimise stamp duty, notarisation, registration tax or other applicable fees, taxes and duties; (b) the giving of a guarantee, the granting and the terms of security or the perfection of the security granted will not be required to the extent it would (or could) incur any cost (including any legal fees, notarisation, registration or other applicable fees, stamp duty or other duties, taxes and any other fees or related costs) to the Group which are disproportionate to the benefit for the Finance Parties of obtaining such guarantees or security; (c) where a class of assets to be secured includes material and immaterial assets, if the cost of granting security over the immaterial assets is disproportionate to the benefit of such security, security will be granted over the material assets only; (d) it is expressly acknowledged that in certain jurisdictions it may be either impossible or impractical to grant guarantees or create security over certain categories of assets, in which event such guarantees will not be granted and security will not be taken over such assets provided that the Company shall use reasonable endeavours to overcome any such obstacle; (e) unless granted under a global security document governed by the law of the jurisdiction of a Guarantor Company or under English law all security (other than share security over its Subsidiaries) shall be governed by the law of the jurisdiction of incorporation of that Guarantor Company; (f) any assets subject to third party arrangements which may prevent those assets from being charged (or assigned by way of security) will be excluded from any relevant Security Document, provided that (subject as otherwise set out in these Agreed Security Principles) reasonable endeavours to obtain consent or waiver to charging any such assets shall be used by the Group if the relevant asset is material and the Company determines that such endeavours will not jeopardise commercial relationships with third parties; (g) Guarantor Companies will not be required to give guarantees or enter into security documents if it is not within the legal capacity of the relevant Guarantor Company or if the same would conflict with the fiduciary duties of their directors or contravene any legal prohibition or would reasonably be expected to result in a risk of personal or criminal liability on the part of any director or other officer of such Guarantor Company or of any member of the Group provided that the relevant Group member shall use reasonable endeavours to overcome any such obstacle; (h) no perfection action will be required in a jurisdiction where the Guarantor Company is not located; (i) 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 Secured Documents therefor or (if earlier or to the extent no such time periods are specified in the Secured Documents) within the time periods specified by applicable law in order to ensure due perfection; (j) the giving of a guarantee, the granting of security or the perfection of the security granted and the terms of the security shall not be required if it would have a material and adverse effect on the ability of the relevant Guarantor Company to conduct its operations and business (including its tax arrangements) in the ordinary course as otherwise permitted or not prohibited by the Secured Documents; and (k) where prohibited by the underlying joint venture or partnership agreement only, pledges over shares or other interests or participations in joint ventures or the assets owned by such joint ventures or joint venture vehicles will not be required; and (l) guarantee limitations may mean that access to the assets of a Guarantor Company is limited, in which case, any asset security granted by that Guarantor Company shall be limited to the maximum recoverable amount under the guarantee.

The Agreed Security Principles. embody a recognition by all parties that there may be certain legal and practical difficulties in obtaining effective guarantees and security from all Material Companies and other relevant members of the Group required to give guarantees (and security (for the purposes of this Schedule 1.01, the “Guarantor Companies”Group” shall mean the Wilpinjong Opco and its Subsidiaries) in every jurisdiction in which Guarantor Companies those members are or may in located. For the future be locatedavoidance of doubt, Group shall exclude PIC Acquisition. In particular: (a) i. general statutory limitations, financial assistance, capital maintenance, corporate benefit, fraudulent preference, fraudulent conveyance“earnings stripping”, preference“controlled foreign corporation”, “thin capitalisation” rules, tax restrictions, retention of title claims and similar principles matters may limit the ability of a Guarantor Company member of the Group to provide a guarantee or security or may require that the guarantee or security it be limited by an as to amount or otherwise (including any legal feesand if so, registration fees, stamp duty taxes and any other fees or related costs). The Company the same shall be limited accordingly; provided that the relevant member of the Group shall use reasonable endeavours to overcome any such limitation obstacle; ii. members of the Group will not be required to enter into security documents if (or to the extent reasonably practicable. If, following extent) it is not within the reasonable endeavours legal capacity of the Company relevant members of the Group or if the same would conflict with the fiduciary duties of those directors or contravene any legal prohibition, contractual restriction or regulatory condition or have the potential to overcome such limitations result in a material risk of personal or criminal liability for any such limit continues to apply, officer or director of any member of the guarantees and security Group; provided will be limited to the maximum amount which that the relevant member of the Group may provide having regard to applicable law (including any jurisprudence) and otherwise so as to minimise stamp duty, notarisation, registration tax or other applicable fees, taxes and duties; (b) the giving of a guarantee, the granting and the terms of security or the perfection of the security granted will not be required to the extent it would (or could) incur any cost (including any legal fees, notarisation, registration or other applicable fees, stamp duty or other duties, taxes and any other fees or related costs) to the Group which are disproportionate to the benefit for the Finance Parties of obtaining such guarantees or security; (c) where a class of assets to be secured includes material and immaterial assets, if the cost of granting security over the immaterial assets is disproportionate to the benefit of such security, security will be granted over the material assets only; (d) it is expressly acknowledged that in certain jurisdictions it may be either impossible or impractical to grant guarantees or create security over certain categories of assets, in which event such guarantees will not be granted and security will not be taken over such assets provided that the Company shall use reasonable endeavours to overcome any such obstacle; (e) unless granted under a global security document governed by the law of the jurisdiction of a Guarantor Company or under English law all security (other than share security over its Subsidiaries) shall be governed by the law of the jurisdiction of incorporation of that Guarantor Company; (f) any assets subject to third party arrangements which may prevent those assets from being charged (or assigned by way of security) will be excluded from any relevant Security Document, provided that (subject as otherwise set out in these Agreed Security Principles) reasonable endeavours to obtain consent or waiver to charging any such assets shall be used by the Group if iii. the relevant asset is material and the Company determines that such endeavours will not jeopardise commercial relationships with third parties; (g) Guarantor Companies will not be required to give guarantees or enter into security documents if it is not within the legal capacity of the relevant Guarantor Company or if the same would conflict with the fiduciary duties of their directors or contravene any legal prohibition or would reasonably be expected to result in a risk of personal or criminal liability on the part of any director or other officer of such Guarantor Company or of any member of the Group provided will use reasonable efforts to assist in demonstrating that the adequate corporate benefit accrues to each relevant Group member shall use reasonable endeavours and to overcome any such obstacleother limitations to the extent reasonably practicable; (h) no perfection action will be required in a jurisdiction where iv. the Guarantor Company is not located; (i) perfection granting of security, when required, and other legal formalities will be completed as soon as reasonably practicable and, in any event, within the time periods specified in the Secured Priority Lien Security Documents therefor therefore or (if earlier or to the extent no such time periods are specified in the Secured Loan Documents) within the time periods specified by applicable law in order to ensure due perfection, in each case taking into account the Agreed Security Principles; v. a key factor in determining whether or not security shall be taken is the applicable cost (jincluding adverse effects on interest deductibility, stamp duty, registration taxes and notarial costs) which shall not be disproportionate to the giving benefit to the Secured Parties of a guaranteeobtaining such security, in the reasonable judgment of the Controlling Priority Lien Representative (as defined below) and the Main Issuer; vi. having regard to the principle stated at paragraph (v) above, the Main Issuer and the Controlling Priority Lien Representative or its counsel or other designees shall discuss in good faith (having regard to customary practice in the applicable jurisdictions) with a view to determining whether certain security might be provided by the relevant Additional Guarantor granting of security or the perfection a promise to pledge in favor of the Secured Parties coupled with an irrevocable power of attorney to the Priority Collateral Trustee as opposed to a definitive legal mortgage or pledge over the relevant asset; vii. it is expressly acknowledged that it may be either impossible or impractical to create security granted over certain categories of assets in which event security will not be taken over such assets; viii. any assets subject to contracts, leases, licenses or other arrangements with a third party which prevent those assets from being charged (or assets which, if charged, would give a third party the right to terminate or otherwise amend any rights, benefits and/or obligations of the Group (other than a Domestic Group Member (as defined below)) in respect of those assets or require any member of the Group to take any action materially adverse to the interests of the Group or any member thereof) so long as those contracts, leases, license or other third party arrangements are in effect, and such contracts, leases, licenses or arrangements were not entered into for purposes of circumventing or avoiding the requirements of this paragraph (viii), those assets will be excluded from any relevant security document to the extent such consent or charge is deemed ineffective or overridden by any applicable law; provided that reasonable endeavours to obtain consent to charging any such assets (where otherwise prohibited) shall be used by the Group if the Controlling Priority Lien Representative determines the relevant asset is material and the Main Issuer is satisfied that such endeavours will not involve placing commercial relationships with third parties in jeopardy, but unless prohibited this shall not prevent security being given over any receipt or recovery under such contract, lease or licence; ix. the terms of the security shall granted will not be required if it restrict the relevant member of the Group to conduct its operations and business in the ordinary course as otherwise permitted by the Priority Lien Security Documents in a manner which would have a material and adverse effect on the ability of the relevant Guarantor Company Group member to conduct its operations and business do so (including its tax arrangements) in by way of imposing any restriction or practical limitation on the ordinary course as ability of the Group to enter into leasing, vendor financing, maintenance, insurance or similar or equivalent arrangements otherwise permitted by the terms of the Indenture and the other Priority Lien Documents or where the giving of security would result in failure to meet customary bid qualification criteria) and any requirement under the Agreed Security Principles to seek consent of any person or take or not prohibited take any other action shall be subject to this paragraph (ix); x. security will not be required from or over, or over the assets of, any joint venture or similar arrangement, any minority interest or any member of the Group that is not wholly- owned by another member of the Secured DocumentsGroup, so long as and to the extent any Organizational Document, shareholders agreement or similar agreement would prohibit the granting of such security and only to the extent such prohibition is not deemed ineffective or overridden by any applicable law; provided that the relevant member of the Group shall use reasonable endeavours to obtain any required consents or overcome any such restrictions for the granting of such security; and (k) where prohibited by the underlying joint venture or partnership agreement only, pledges over shares or other interests or participations in joint ventures or the assets owned by such joint ventures or joint venture vehicles will not be required; and (l) guarantee limitations may mean that access xi. to the assets extent possible, all security will be granted in favor of a Guarantor Company is limited, the Priority Collateral Trustee and not the secured creditors individually (with the Priority Collateral Trustee to hold one set of security documents for all the Secured Parties (as defined in which case, any asset security granted by the Collateral Trust Agreement); provided that Guarantor Company shall parallel debt provisions will be limited to used where necessary (and included in the maximum recoverable amount under Indenture and not the guaranteeindividual Priority Lien Security Documents as necessary and advisable).

The Agreed Security Principles. embody a recognition by all parties that there may be certain legal and practical difficulties in obtaining effective guarantees and or security from all Material Companies and other relevant members of the Group required to give guarantees (and security (for the purposes of this Schedule the “Guarantor Companies”Group” shall mean Parent and the Restricted Subsidiaries) in every jurisdiction in which Guarantor Companies those members are or may in the future be located. In particular: (a) i. general statutory limitations, financial assistance, capital maintenance, corporate benefit, fraudulent preference, fraudulent conveyance“earnings stripping”, preference“controlled foreign corporation”, “thin capitalisation” rules, tax restrictions, retention of title claims and similar principles matters may limit the ability of a Guarantor Company member of the Group to provide a guarantee or security or may require that the guarantee or security it be limited by an as to amount or otherwise (including any legal feesand if so, registration feesthe same shall be limited accordingly, stamp duty taxes and any other fees or related costs). The Company provided that the relevant member of the Group shall use reasonable endeavours to overcome any such limitation to the extent reasonably practicable. If, following the reasonable endeavours of the Company to overcome such limitations any such limit continues to apply, the guarantees and security provided will be limited to the maximum amount which the relevant member of the Group may provide having regard to applicable law (including any jurisprudence) and otherwise so as to minimise stamp duty, notarisation, registration tax or other applicable fees, taxes and duties; (b) the giving of a guarantee, the granting and the terms of security or the perfection of the security granted will not be required to the extent it would (or could) incur any cost (including any legal fees, notarisation, registration or other applicable fees, stamp duty or other duties, taxes and any other fees or related costs) to the Group which are disproportionate to the benefit for the Finance Parties of obtaining such guarantees or security; (c) where a class of assets to be secured includes material and immaterial assets, if the cost of granting security over the immaterial assets is disproportionate to the benefit of such security, security will be granted over the material assets only; (d) it is expressly acknowledged that in certain jurisdictions it may be either impossible or impractical to grant guarantees or create security over certain categories of assets, in which event such guarantees will not be granted and security will not be taken over such assets provided that the Company shall use reasonable endeavours to overcome any such obstacle; (e) unless granted under a global security document governed by the law ii. members of the jurisdiction of a Guarantor Company or under English law all security (other than share security over its Subsidiaries) shall be governed by the law of the jurisdiction of incorporation of that Guarantor Company; (f) any assets subject to third party arrangements which may prevent those assets from being charged (or assigned by way of security) will be excluded from any relevant Security Document, provided that (subject as otherwise set out in these Agreed Security Principles) reasonable endeavours to obtain consent or waiver to charging any such assets shall be used by the Group if the relevant asset is material and the Company determines that such endeavours will not jeopardise commercial relationships with third parties; (g) Guarantor Companies will not be required to give guarantees or enter into security documents if (or to the extent) it is not within the legal capacity of the relevant Guarantor Company members of the Group or if the same would conflict with the fiduciary duties of their those directors or contravene any legal prohibition prohibition, contractual restriction or would reasonably be expected regulatory condition or have the potential to result in a material risk of personal or criminal liability on the part of for any officer or director or other officer of such Guarantor Company or of any member of the Group Group, provided that the relevant member of the Group member shall use reasonable endeavours to overcome any such obstacle; iii. a key factor in determining whether or not a guarantee or security shall be taken is the applicable cost (hincluding adverse effects on interest deductibility, stamp duty, registration taxes and notarial costs) no perfection which shall not be disproportionate to the benefit to the Lenders of obtaining such guarantee or security; iv. where there is material incremental cost involved in creating security over all assets owned by a Loan Party in a particular category (for example, real estate), regard shall be had to the principle stated at paragraph (iii) above which shall apply and, where such security is to be given at all in light of the Agreed Security Principles, only the material assets in that category (for example, real estate of substantial economic or strategic value) shall be subject to security; v. having regard to the principle stated at paragraph (iii) above, the Parent and the Collateral Agent shall discuss in good faith (having regard to customary practice in the applicable jurisdictions) with a view to determining whether certain security might be provided by the relevant Loan Party granting a promise to pledge in favour of the Lenders coupled with an irrevocable power of attorney to the Collateral Agent as opposed to a definitive legal mortgage or pledge over the relevant asset; vi. it is expressly acknowledged that it may be either impossible or impractical to create security over certain categories of assets in which event security will not be taken over such assets; vii. any assets subject to contracts, leases, licenses or other arrangements with a third party which prevent those assets from being charged (or assets which, if charged, would give a third party the right to terminate or otherwise amend any rights, benefits and/or obligations of the Group in respect of those assets or require any member of the Group to take any action materially adverse to the interests of the Group or any member thereof) will be required excluded from any relevant security document provided that reasonable endeavours to obtain consent to charging any such assets (where otherwise prohibited) shall be used by the Group if the Lead Arrangers determine the relevant asset is material and the Parent is satisfied that such endeavours will not involve placing commercial relationships with third parties in a jurisdiction where the Guarantor Company is jeopardy, but unless prohibited this shall not locatedprevent security being given over any receipt or recovery under such contract, lease or licence; (i) 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 Secured Documents therefor or (if earlier or to the extent no such time periods are specified in the Secured Documents) within the time periods specified by applicable law in order to ensure due perfection; (j) viii. the giving of a guarantee, the granting of security or the perfection of the security granted and the terms of the security shall will not be required if it would have a material and adverse effect on the ability of the relevant Guarantor Company member of the Group to conduct its operations and business (including its tax arrangements) in the ordinary course as otherwise permitted by the Loan Documents (including by way of imposing any restriction or practical limitation on the ability of the Group to enter into leasing, vendor financing, maintenance, insurance or similar or equivalent arrangements otherwise permitted by the terms of this Agreement or where the giving of guarantees or security would result in failure to meet customary bid qualification criteria) and any requirement under the Agreed Security Principles to seek consent of any person or take or not prohibited by take any other action shall be subject to this paragraph (viii); ix. guarantees and security will be limited so that the Secured Documentsaggregate of notarial costs and all registration and like taxes relating to the provision of security shall not exceed an amount to be agreed between the Parent and the Collateral Agent; a) no member of the Group that is a “controlled foreign corporation” as defined in Section 957(a) of the U.S. Internal Revenue Code of 1986, as amended, shall be required to give a guarantee or pledge any of its assets (including shares in a Subsidiary) as security for the obligation of any U.S. Person; and b) not more than 65 per cent. of the total combined voting power of all classes of shares entitled to vote of (ki) where prohibited any “controlled foreign corporation” that is directly owned for U.S. federal income tax purposes by a U.S. Person (a “First Tier CFC Subsidiary”) or (ii) any U.S. or non-U.S. entity through which such First Tier CFC Subsidiary is owned, if such entity is treated as a disregarded entity for U.S. federal tax purposes, shall be required to be pledged directly or indirectly as security for an obligation of a U.S. Person; i. guarantees and security will not be required from or over, or over the underlying assets of, any joint venture or partnership agreement onlysimilar arrangement, pledges over shares any minority interest or any member of the Group (other interests or participations in joint ventures or than the assets Parent) that is not wholly-owned by such joint ventures or joint venture vehicles another member of the Group; ii. security will not be required; andrequired over any assets subject to security in favour of a third party (and such assets shall be excluded from any relevant Collateral Document or other Loan Document); (l) guarantee limitations may mean that access iii. to the assets extent possible all security will be granted in favour of the Collateral Agent and not the secured creditors individually (with the Collateral Agent to hold one set of security documents for all the Secured Parties); ‘Parallel debt’ provisions will be used where necessary (and included in the Intercreditor Agreements or this Agreement, as applicable, and not the individual security documents); no member of the Group shall be required to take any action in relation to any guarantees or security as a Guarantor Company is limited, in which case, result of any asset assignment or transfer by a Lender; iv. no guarantee or security given or granted by that Guarantor Company a member of the Group shall be limited to guarantee or secure any Excluded Swap Obligation of such member of the maximum recoverable amount under the guaranteeGroup.

The Agreed Security Principles. embody a recognition by all parties that there may be certain legal legal, commercial and practical difficulties in obtaining effective guarantees and security from all Material Companies the Company and other members each of the Group required to give guarantees and security (the “Guarantor Companies”) its Restricted Subsidiaries in every jurisdiction in which Guarantor Companies the Company and its Restricted Subsidiaries are or may in the future be located. In particular: (a) general statutory limitations, financial assistance, capital maintenance, corporate benefit, fraudulent preference, fraudulent conveyance, preference, “thin capitalisationcapitalization” rules, retention of title claims and similar principles matters may limit the ability of a Guarantor the Company or any of its Restricted Subsidiaries to provide a guarantee Guarantee or security Liens or may require that the guarantee or security it be limited by an as to amount or otherwise (including any legal feesotherwise, registration feesand if so the same shall be limited accordingly, stamp duty taxes and any other fees provided that the Company or related costs)the relevant Restricted Subsidiary shall use reasonable endeavors to overcome such obstacle. The Company shall will use reasonable endeavours endeavors to overcome any such limitation assist in demonstrating that adequate corporate benefit accrues to the extent reasonably practicable. If, following the reasonable endeavours each of the Company to overcome such limitations any such limit continues to apply, the guarantees and security provided will be limited to the maximum amount which the relevant member of the Group may provide having regard to applicable law (including any jurisprudence) and otherwise so as to minimise stamp duty, notarisation, registration tax or other applicable fees, taxes and dutiesRestricted Subsidiary; (b) the giving of a guarantee, the granting Company and the terms of security or the perfection of the security granted will not be required to the extent it would (or could) incur any cost (including any legal fees, notarisation, registration or other applicable fees, stamp duty or other duties, taxes and any other fees or related costs) to the Group which are disproportionate to the benefit for the Finance Parties of obtaining such guarantees or security; (c) where a class of assets to be secured includes material and immaterial assets, if the cost of granting security over the immaterial assets is disproportionate to the benefit of such security, security will be granted over the material assets only; (d) it is expressly acknowledged that in certain jurisdictions it may be either impossible or impractical to grant guarantees or create security over certain categories of assets, in which event such guarantees will not be granted and security will not be taken over such assets provided that the Company shall use reasonable endeavours to overcome any such obstacle; (e) unless granted under a global security document governed by the law of the jurisdiction of a Guarantor Company or under English law all security (other than share security over its Subsidiaries) shall be governed by the law of the jurisdiction of incorporation of that Guarantor Company; (f) any assets subject to third party arrangements which may prevent those assets from being charged (or assigned by way of security) will be excluded from any relevant Security Document, provided that (subject as otherwise set out in these Agreed Security Principles) reasonable endeavours to obtain consent or waiver to charging any such assets shall be used by the Group if the relevant asset is material and the Company determines that such endeavours will not jeopardise commercial relationships with third parties; (g) Guarantor Companies Restricted Subsidiaries will not be required to give guarantees Guarantees or enter into security documents Security Documents if (or to the extent) it is not within the legal capacity of the Company or its relevant Guarantor Company Restricted Subsidiary or if the same would conflict with the fiduciary duties of their directors or contravene any legal prohibition or would regulatory condition or result in, or could reasonably be expected to result in in, a material risk of personal or criminal liability on for any officer or director of the part of any director or other officer of such Guarantor Company or of any member of the Group Restricted Subsidiaries, provided that the relevant Group member Company and each of its Restricted Subsidiaries shall use reasonable endeavours endeavors to overcome any such obstacle; (hc) no perfection action will a key factor in determining whether or not security shall be required in a jurisdiction where taken is the Guarantor Company is applicable cost (including adverse effects on interest deductibility, registration taxes and notarial costs) which shall not locatedbe disproportionate to the benefit to the Holders of obtaining such security; (i) 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 Secured Documents therefor or (if earlier or to the extent no such time periods are specified in the Secured Documents) within the time periods specified by applicable law in order to ensure due perfection; (j) the giving of a guarantee, the granting of security or the perfection of the security granted and the terms of the security shall not be required if it would have a material and adverse effect on the ability of the relevant Guarantor Company to conduct its operations and business (including its tax arrangements) in the ordinary course as otherwise permitted or not prohibited by the Secured Documents; and (kd) where prohibited by the underlying joint venture or partnership agreement only, pledges there is material incremental cost involved in creating security over shares or other interests or participations in joint ventures or the all assets owned by such joint ventures any of the Issuers or joint venture vehicles will not a Guarantor in a particular category (e.g. real estate), regard shall be required; and (l) guarantee limitations may mean that access had to the assets of a Guarantor Company is limited, in which case, any asset security granted by that Guarantor Company shall be limited to the maximum recoverable amount under the guarantee.principle stated at paragraph 1.2

The Agreed Security Principles. embody a recognition by all parties that there may be certain legal and practical difficulties in obtaining effective guarantees and security from all Material Companies the Parent Guarantor and other members of the Group required to give guarantees and security its Subsidiaries (collectively, the “Guarantor CompaniesGroup”) in every jurisdiction in which Guarantor Companies are or may in the future be locatedcertain jurisdictions. In particular: (a) mandatory law provisions, general legal, statutory and constitutional documents’ limitations, capital maintenance, the prohibition of an intervention threatening the existence of a German member of the Group (Verstoß gegen das Verbot des existenzvernichtenden Eingriffs), financial assistance, capital maintenance, corporate benefit, fraudulent preference, fraudulent conveyance, preference“thin capitalization” rules, “thin capitalisation” rulestransfer pricing”, retention of title claims claims, exchange control restrictions, employee consultation or approval requirements, regulatory restrictions and similar principles may limit the ability of a Guarantor Company member of the Group to provide a guarantee or security or may require that the guarantee or and/or security be limited by an amount or otherwise (including any legal fees, registration fees, stamp duty taxes and any other fees or related costs)otherwise. The Company shall use reasonable endeavours to overcome any such limitation to the extent reasonably practicable. If, following the reasonable endeavours of the Company to overcome such limitations If any such limit continues to applyapplies, the guarantees and security provided will be limited to the maximum amount which the relevant member of the Group may provide having regard to applicable law law; (b) a factor in determining whether or not security shall be taken is the applicable cost which shall not be disproportionate to the benefit to the Holders (or any other beneficiary of the security) of obtaining such security. For these purposes “cost” includes, but is not limited to, income or corporate tax cost, registration taxes payable on the creation or enforcement or for the continuance of any security, notary costs, stamp duties, out-of-pocket expenses, and other fees and expenses directly incurred by the relevant grantor of security or any of its direct or indirect owners, subsidiaries or affiliates; (c) unless each consent required by law, statute, the terms of any applicable contract, instrument or constitutional document or otherwise from the minority shareholders in, or any relevant corporate body of, any member of the Group which is not wholly owned (directly or indirectly) by another member of the Group is obtained, such Group member shall not be required to grant guarantees and security provided that the relevant company and the Parent Guarantor have used reasonable efforts to obtain such consent; (d) guarantees should not be granted and security shall not be created or perfected to the extent that it would result in a risk to the directors or officers of the relevant grantor of such ​ ​ ​ guarantee and security of contravention of any statutory duty in such capacity or their fiduciary duties and/or which could reasonably be expected to result in personal, civil or criminal liability on the part of any such director or officer; (e) any assets subject to third party arrangements (including shareholder agreements or joint venture agreements) which would prevent or prohibit those assets from being subject to legal, valid, binding and enforceable security will be excluded from the security created by any jurisprudencerelevant security document; provided that the relevant member of the Group has used reasonable efforts to obtain any necessary consent or waiver if the asset is material, it being acknowledged that reasonable efforts will not require the payment by the Parent Guarantor or the relevant company of any monetary consideration (other than nominal amounts or expenses) and otherwise so as to minimise obtain any such consent or waiver; (f) the maximum guaranteed or secured amount may be limited to minimize stamp duty, notarisationnotarization, registration tax or other applicable fees, taxes and duties where the benefit of increasing the guaranteed or secured amount is disproportionate to the level of such fee, taxes and duties; (b) the giving of a guarantee, the granting and the terms of security or the perfection of the security granted will not be required to the extent it would (or could) incur any cost (including any legal fees, notarisation, registration or other applicable fees, stamp duty or other duties, taxes and any other fees or related costs) to the Group which are disproportionate to the benefit for the Finance Parties of obtaining such guarantees or security; (cg) where a class of assets to be secured includes material and immaterial assets, if the cost of granting security over the immaterial assets is disproportionate to the benefit of such security, security will be granted over the material assets only; (d) it is expressly acknowledged that in certain jurisdictions it may be either impossible or impractical to grant guarantees or create security over certain categories of assets, in which event such guarantees will not be granted and security will not be taken over such assets provided that the Company shall use reasonable endeavours to overcome any such obstacle; (e) unless granted under a global security document governed by the law of the jurisdiction of a Guarantor Company or under English law all security (other than share security over its Subsidiaries) shall be governed by the law of the jurisdiction of incorporation of that Guarantor Company; (f) any assets subject to third party arrangements which may prevent those assets from being charged (or assigned by way of security) will be excluded from any relevant Security Document, provided that (subject as otherwise set out in these Agreed Security Principles) reasonable endeavours to obtain consent or waiver to charging any such assets shall be used by the Group if the relevant asset is material and the Company determines that such endeavours will not jeopardise commercial relationships with third parties; (g) Guarantor Companies will not be required to give guarantees or enter into security documents if it is not within the legal capacity of the relevant Guarantor Company or if the same would conflict with the fiduciary duties of their directors or contravene any legal prohibition or would reasonably be expected to result in a risk of personal or criminal liability on the part of any director or other officer of such Guarantor Company or of any member of the Group provided that the relevant Group member shall use reasonable endeavours to overcome any such obstacle; (h) no perfection action will be required in a jurisdiction where the Guarantor Company is not located; (i) 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 Secured Documents therefor or (if earlier or to the extent no such time periods are specified in the Secured Documents) within the time periods specified by applicable law in order to ensure due perfection; (j) the giving of a guarantee, the granting of security or the perfection of the security granted and the terms of the security shall will not be required if if: (i) it would have a material and adverse effect on the ability of the relevant Guarantor Company member of the Group to conduct its operations and business (including its tax arrangements) in the ordinary course as otherwise permitted or not prohibited by the Secured DocumentsIndenture; or (ii) it would have a material adverse effect on the tax arrangements of the Group or any member of the Group; provided that, in each case, the relevant member of the Group shall use reasonable efforts to overcome such obstacle. The secured and guaranteed obligations will be limited where necessary to prevent any material additional tax liability of any member of the Group; (i) other than as provided for in Section 11.04(b)(vi) of this Indenture, and save for security granted by a Guarantor organized under the laws of England & Wales, Ireland, The Netherlands, or any state of the United States of America, security shall only be granted over the Capital Stock of each Guarantor; (j) no fixed security shall be required to be given over bank accounts, inventory, receivables or intellectual property rights where satisfactory floating security (or equivalent in the relevant jurisdiction) can be taken over such assets; and (k) where prohibited by the underlying joint venture or partnership agreement only, pledges over shares or other interests or participations no perfection action will be required in joint ventures or the assets owned by such joint ventures or joint venture vehicles will not be required; and (l) guarantee limitations may mean that access to the assets of jurisdictions in which a Guarantor Company is limited, in which case, any asset security granted by that Guarantor Company shall be limited to the maximum recoverable amount under the guarantee.not located. ​ ​ ​

The Agreed Security Principles. embody a recognition by all parties that there may be certain legal legal, commercial and practical difficulties in obtaining effective guarantees and security from all Material Companies the Company and other members each of the Group required to give guarantees and security (the “Guarantor Companies”) its Restricted Subsidiaries in every jurisdiction in which Guarantor Companies the Company and its Restricted Subsidiaries are or may in the future be located. In particular: (a) general statutory limitations, financial assistance, capital maintenance, corporate benefit, fraudulent preference, fraudulent conveyance, preference, “thin capitalisationcapitalization” rules, retention of title claims and similar principles matters may limit the ability of a Guarantor the Company or any of its Restricted Subsidiaries to provide a guarantee Guarantee or security Liens or may require that the guarantee or security it be limited by an as to amount or otherwise (including any legal feesotherwise, registration feesand if so the same shall be limited accordingly, stamp duty taxes and any other fees provided that the Company or related costs)the relevant Restricted Subsidiary shall use reasonable endeavors to overcome such obstacle. The Company shall will use reasonable endeavours endeavors to overcome any such limitation assist in demonstrating that adequate corporate benefit accrues to the extent reasonably practicable. If, following the reasonable endeavours each of the Company to overcome such limitations any such limit continues to apply, the guarantees and security provided will be limited to the maximum amount which the relevant member of the Group may provide having regard to applicable law (including any jurisprudence) and otherwise so as to minimise stamp duty, notarisation, registration tax or other applicable fees, taxes and dutiesRestricted Subsidiary; (b) the giving of a guarantee, the granting Company and the terms of security or the perfection of the security granted will not be required to the extent it would (or could) incur any cost (including any legal fees, notarisation, registration or other applicable fees, stamp duty or other duties, taxes and any other fees or related costs) to the Group which are disproportionate to the benefit for the Finance Parties of obtaining such guarantees or security; (c) where a class of assets to be secured includes material and immaterial assets, if the cost of granting security over the immaterial assets is disproportionate to the benefit of such security, security will be granted over the material assets only; (d) it is expressly acknowledged that in certain jurisdictions it may be either impossible or impractical to grant guarantees or create security over certain categories of assets, in which event such guarantees will not be granted and security will not be taken over such assets provided that the Company shall use reasonable endeavours to overcome any such obstacle; (e) unless granted under a global security document governed by the law of the jurisdiction of a Guarantor Company or under English law all security (other than share security over its Subsidiaries) shall be governed by the law of the jurisdiction of incorporation of that Guarantor Company; (f) any assets subject to third party arrangements which may prevent those assets from being charged (or assigned by way of security) will be excluded from any relevant Security Document, provided that (subject as otherwise set out in these Agreed Security Principles) reasonable endeavours to obtain consent or waiver to charging any such assets shall be used by the Group if the relevant asset is material and the Company determines that such endeavours will not jeopardise commercial relationships with third parties; (g) Guarantor Companies Restricted Subsidiaries will not be required to give guarantees Guarantees or enter into security documents Security Documents if (or to the extent) it is not within the legal capacity of the Company or its relevant Guarantor Company Restricted Subsidiary or if the same would conflict with the fiduciary duties of their directors or contravene any legal prohibition or would regulatory condition or result in, or could reasonably be expected to result in in, a material risk of personal or criminal liability on for any officer or director of the part of any director or other officer of such Guarantor Company or of any member of the Group Restricted Subsidiaries, provided that the relevant Group member Company and each of its Restricted Subsidiaries shall use reasonable endeavours endeavors to overcome any such obstacle; (hc) no perfection action will a key factor in determining whether or not security shall be required in a jurisdiction where taken is the Guarantor Company is applicable cost (including adverse effects on interest deductibility, registration taxes and notarial costs) which shall not locatedbe disproportionate to the benefit to the Holders of obtaining such security; (i1) perfection For purposes of securitythis Indenture, when required, and other legal formalities will be completed as soon as practicable and, in any event, within the time periods specified in the Secured Documents therefor or (if earlier or Agreed Security Principles relate only to the extent no such time periods are specified in the Secured Documents) within the time periods specified by applicable law in order to ensure due perfection;Guarantees. (j) the giving of a guarantee, the granting of security or the perfection of the security granted and the terms of the security shall not be required if it would have a material and adverse effect on the ability of the relevant Guarantor Company to conduct its operations and business (including its tax arrangements) in the ordinary course as otherwise permitted or not prohibited by the Secured Documents; and (kd) where prohibited by the underlying joint venture or partnership agreement only, pledges there is material incremental cost involved in creating security over shares or other interests or participations in joint ventures or the all assets owned by such joint ventures any of the Issuers or joint venture vehicles will not a Guarantor in a particular category (e.g. real estate), regard shall be required; and (l) guarantee limitations may mean that access had to the assets of a Guarantor Company is limited, in which case, any asset security granted by that Guarantor Company shall be limited to the maximum recoverable amount under the guarantee.principle stated at paragraph 1.2

The Agreed Security Principles. embody a recognition by all parties that there may be certain legal legal, commercial and practical difficulties in obtaining effective guarantees and security from all Material Companies the Company and other members each of the Group required to give guarantees and security (the “Guarantor Companies”) its Restricted Subsidiaries in every jurisdiction in which Guarantor Companies the Company and its Restricted Subsidiaries are or may in the future be located. In particular: (a) general statutory limitations, financial assistance, capital maintenance, corporate benefit, fraudulent preference, fraudulent conveyance, preference, “thin capitalisationcapitalization” rules, retention of title claims and similar principles matters may limit the ability of a Guarantor the Company or any of its Restricted Subsidiaries to provide a guarantee or security interest or may require that the guarantee or security it be limited by an as to amount or otherwise (including any legal feesotherwise, registration feesand if so the same shall be limited accordingly, stamp duty taxes and any other fees provided that the Company or related costs)the relevant Restricted Subsidiary shall use reasonable endeavors to overcome such obstacle. The Company shall will use reasonable endeavours endeavors to overcome any such limitation assist in demonstrating that adequate corporate benefit accrues to the extent reasonably practicable. If, following the reasonable endeavours each of the Company to overcome such limitations any such limit continues to apply, the guarantees and security provided will be limited to the maximum amount which the relevant member of the Group may provide having regard to applicable law (including any jurisprudence) and otherwise so as to minimise stamp duty, notarisation, registration tax or other applicable fees, taxes and dutiesRestricted Subsidiary; (b) the giving of a guarantee, the granting Company and the terms of security or the perfection of the security granted will not be required to the extent it would (or could) incur any cost (including any legal fees, notarisation, registration or other applicable fees, stamp duty or other duties, taxes and any other fees or related costs) to the Group which are disproportionate to the benefit for the Finance Parties of obtaining such guarantees or security; (c) where a class of assets to be secured includes material and immaterial assets, if the cost of granting security over the immaterial assets is disproportionate to the benefit of such security, security will be granted over the material assets only; (d) it is expressly acknowledged that in certain jurisdictions it may be either impossible or impractical to grant guarantees or create security over certain categories of assets, in which event such guarantees will not be granted and security will not be taken over such assets provided that the Company shall use reasonable endeavours to overcome any such obstacle; (e) unless granted under a global security document governed by the law of the jurisdiction of a Guarantor Company or under English law all security (other than share security over its Subsidiaries) shall be governed by the law of the jurisdiction of incorporation of that Guarantor Company; (f) any assets subject to third party arrangements which may prevent those assets from being charged (or assigned by way of security) will be excluded from any relevant Security Document, provided that (subject as otherwise set out in these Agreed Security Principles) reasonable endeavours to obtain consent or waiver to charging any such assets shall be used by the Group if the relevant asset is material and the Company determines that such endeavours will not jeopardise commercial relationships with third parties; (g) Guarantor Companies Restricted Subsidiaries will not be required to give guarantees Guarantees or enter into security documents Security Documents if (or to the extent) it is not within the legal capacity of the Company or its relevant Guarantor Company Restricted Subsidiary or if the same would conflict with the fiduciary duties of their directors or contravene any legal prohibition or would regulatory condition or result in, or could reasonably be expected to result in in, a material risk of personal or criminal liability on for any officer or director of the part of any director or other officer of such Guarantor Company or of any member of the Group Restricted Subsidiaries, provided that the relevant Group member Company and each of its Restricted Subsidiaries shall use reasonable endeavours endeavors to overcome any such obstacle; (hc) no perfection action will a key factor in determining whether or not security shall be required in a jurisdiction where taken is the Guarantor Company is applicable cost (including adverse effects on interest deductibility, registration taxes and notarial costs) which shall not locatedbe disproportionate to the benefit to the Secured Parties of obtaining such security; (i) 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 Secured Documents therefor or (if earlier or to the extent no such time periods are specified in the Secured Documents) within the time periods specified by applicable law in order to ensure due perfection; (j) the giving of a guarantee, the granting of security or the perfection of the security granted and the terms of the security shall not be required if it would have a material and adverse effect on the ability of the relevant Guarantor Company to conduct its operations and business (including its tax arrangements) in the ordinary course as otherwise permitted or not prohibited by the Secured Documents; and (kd) where prohibited by the underlying joint venture or partnership agreement only, pledges there is material incremental cost involved in creating security over shares or other interests or participations in joint ventures or the all assets owned by such joint ventures or joint venture vehicles will not any of the Lien Grantors in a particular category (e.g. real estate), regard shall be required; and (l) guarantee limitations may mean that access had to the assets of a Guarantor Company is limited, in which case, any asset security granted by that Guarantor Company shall be limited to the maximum recoverable amount under the guarantee.principle stated at paragraph 1.2

The Agreed Security Principles. embody a recognition by all parties that there may be certain legal and practical difficulties in obtaining effective guarantees and security from all Material Companies and other members of the Group required to give guarantees and security (the “Guarantor Companies”) in every jurisdiction in which Guarantor Companies are or may in the future be located. In particular: (a) general statutory limitations, financial assistance, capital maintenance, corporate benefit, fraudulent preference, fraudulent conveyance, preference, “thin capitalisation” rules, retention of title claims and similar principles may limit the ability of a Guarantor Company to provide a guarantee or security or may require that the guarantee or security be limited by an amount or otherwise (including any legal fees, registration fees, stamp duty taxes and any other fees or related costs). The Company shall use reasonable endeavours to overcome any such limitation to the extent reasonably practicable. If, following the reasonable endeavours of the Company to overcome such limitations any such limit continues to apply, the guarantees and security provided will be limited to the maximum amount which the relevant member of the Group may provide having regard to applicable law (including any jurisprudence) and otherwise so as to minimise stamp duty, notarisation, registration tax or other applicable fees, taxes and dutiesduties (taking into consideration the proportionate benefit to the Finance Parties); (b) the giving of a guarantee, the granting and the terms of security or the perfection of the security granted will not be required to the extent it would (or could) incur any cost (including any legal fees, notarisation, registration or other applicable fees, stamp duty or other duties, taxes and any other fees or related costs) to the Group which are disproportionate to the benefit for the Finance Parties of obtaining such guarantees or security; (c) where a class of assets to be secured includes material and immaterial assets, if the cost of granting security over the immaterial assets is disproportionate to the benefit of such security, security will be granted over the material assets only; (d) it is expressly acknowledged that in certain jurisdictions it may be either impossible or impractical (taking into consideration the proportionate benefit to the Finance Parties)to grant guarantees or create security over certain categories of assets, in which event such guarantees will not be granted and security will not be taken over such assets provided that the Company shall use reasonable endeavours to overcome or mitigate any such obstacle;; |EU-DOCS\34803319.2|| (e) unless granted under a global security document governed by the law of the jurisdiction of a Guarantor Company or under English law all security (other than share security over its Subsidiaries) shall be governed by the law of the jurisdiction of incorporation of that Guarantor Company; (f) any assets asset subject to a legal requirement, contract, lease, licence, instrument, regulatory constraint (including any agreement with any government or regulatory body) or other third party arrangements arrangement, which may prevent those assets or condition the asset from being charged charged, secured or being subject to the applicable security document (including requiring a consent of any third party, supervisory board or works council (or assigned by way equivalent)) and any asset which, if subject to the applicable security document, would give a third party the right to terminate or otherwise amend any rights, benefits and/or obligations with respect to any member of security) the Group in respect of the asset or require the relevant Guarantor Company to take any action materially adverse to the interests of the Group or any member thereof, in each case will be excluded from any relevant Security Documenta guarantee or security document, provided that (subject as otherwise set out in these Agreed Security Principles) reasonable endeavours (exercised for a specified period of time which shall be no longer than 20 Business Days) to obtain consent or waiver to charging any such assets asset (where otherwise prohibited) shall be used by the Group if the relevant Security Agent specifies prior to the date of the security or accession document that the asset is material and the Company determines Obligors’ Agent is satisfied that such endeavours will not jeopardise commercial involve placing relationships with third partiesparties in jeopardy; (g) Guarantor Companies will not be required to give guarantees or enter into security documents if it is not within the legal capacity of the relevant Guarantor Company or if the same would conflict with the fiduciary duties of their directors or contravene any legal prohibition or would reasonably be expected to result in a risk of personal or criminal liability on the part of any director or other officer of such Guarantor Company or of any member of the Group provided that the relevant Group member shall use reasonable endeavours to overcome any such obstacle; (h) no perfection action will be required in a jurisdiction where the relevant Guarantor Company is not located; (i) 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 Secured Documents therefor or (if earlier or to the extent no such time periods are specified in the Secured Documents) within the time periods specified by applicable law in order to ensure due perfection; (j) the giving of a guarantee, the granting of security or the perfection of the security granted and the terms of the security shall not be required if it would have a material and adverse effect on the ability of the relevant Guarantor Company to conduct its operations and business (including its tax arrangements) in the ordinary course as otherwise permitted or not prohibited by the Secured Documents; and; (k) where prohibited by the underlying joint venture or partnership agreement only, pledges over shares or other interests or participations in joint ventures or the assets owned by such joint ventures or joint venture vehicles will not be required; and (l) guarantee limitations may mean that access to the assets of a Guarantor Company is limited, in which case, any asset security granted by that Guarantor Company shall be limited to the maximum recoverable amount under the guarantee.. |EU-DOCS\34803319.2||

The Agreed Security Principles. embody a recognition by all parties that there may be certain legal legal, commercial and practical difficulties in obtaining effective guarantees and security from all Material Companies the Company and other members each of the Group required to give guarantees and security (the “Guarantor Companies”) its Restricted Subsidiaries in every jurisdiction in which Guarantor Companies the Company and its Restricted Subsidiaries are or may in the future be located. In particular: (a) general statutory limitations, financial assistance, capital maintenance, corporate benefit, fraudulent preference, fraudulent conveyance, preference, “thin capitalisationcapitalization” rules, retention of title claims and similar principles matters may limit the ability of a Guarantor the Company or any of its Restricted Subsidiaries to provide a guarantee Guarantee or security Liens or may require that the guarantee or security it be limited by an as to amount or otherwise (including any legal feesotherwise, registration feesand if so the same shall be limited accordingly, stamp duty taxes and any other fees provided that the Company or related costs)the relevant Restricted Subsidiary shall use reasonable endeavors to overcome such obstacle. The Company shall will use reasonable endeavours endeavors to overcome any such limitation assist in demonstrating that adequate corporate benefit accrues to the extent reasonably practicable. If, following the reasonable endeavours each of the Company to overcome such limitations any such limit continues to apply, the guarantees and security provided will be limited to the maximum amount which the relevant member of the Group may provide having regard to applicable law (including any jurisprudence) and otherwise so as to minimise stamp duty, notarisation, registration tax or other applicable fees, taxes and dutiesRestricted Subsidiary; (b) the giving of a guarantee, the granting Company and the terms of security or the perfection of the security granted will not be required to the extent it would (or could) incur any cost (including any legal fees, notarisation, registration or other applicable fees, stamp duty or other duties, taxes and any other fees or related costs) to the Group which are disproportionate to the benefit for the Finance Parties of obtaining such guarantees or security; (c) where a class of assets to be secured includes material and immaterial assets, if the cost of granting security over the immaterial assets is disproportionate to the benefit of such security, security will be granted over the material assets only; (d) it is expressly acknowledged that in certain jurisdictions it may be either impossible or impractical to grant guarantees or create security over certain categories of assets, in which event such guarantees will not be granted and security will not be taken over such assets provided that the Company shall use reasonable endeavours to overcome any such obstacle; (e) unless granted under a global security document governed by the law of the jurisdiction of a Guarantor Company or under English law all security (other than share security over its Subsidiaries) shall be governed by the law of the jurisdiction of incorporation of that Guarantor Company; (f) any assets subject to third party arrangements which may prevent those assets from being charged (or assigned by way of security) will be excluded from any relevant Security Document, provided that (subject as otherwise set out in these Agreed Security Principles) reasonable endeavours to obtain consent or waiver to charging any such assets shall be used by the Group if the relevant asset is material and the Company determines that such endeavours will not jeopardise commercial relationships with third parties; (g) Guarantor Companies Restricted Subsidiaries will not be required to give guarantees Guarantees or enter into security documents Security Documents if (or to the extent) it is not within the legal capacity of the Company or its relevant Guarantor Company Restricted Subsidiary or if the same would conflict with the fiduciary duties of their directors or contravene any legal prohibition or would regulatory condition or result in, or could reasonably be expected to result in in, a material risk of personal or criminal liability on for any officer or director of the part of any director or other officer of such Guarantor Company or of any member of the Group Restricted Subsidiaries, provided that the relevant Group member Company and each of its Restricted Subsidiaries shall use reasonable endeavours endeavors to overcome any such obstacle; (hc) no perfection action will a key factor in determining whether or not security shall be required in a jurisdiction where taken is the Guarantor Company is applicable cost (including adverse effects on interest deductibility, registration taxes and notarial costs) which shall not locatedbe disproportionate to the benefit to the Lenders of obtaining such security; (i) 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 Secured Documents therefor or (if earlier or to the extent no such time periods are specified in the Secured Documents) within the time periods specified by applicable law in order to ensure due perfection; (j) the giving of a guarantee, the granting of security or the perfection of the security granted and the terms of the security shall not be required if it would have a material and adverse effect on the ability of the relevant Guarantor Company to conduct its operations and business (including its tax arrangements) in the ordinary course as otherwise permitted or not prohibited by the Secured Documents; and (kd) where prohibited by the underlying joint venture or partnership agreement only, pledges there is material incremental cost involved in creating security over shares or other interests or participations in joint ventures or the all assets owned by such joint ventures any of the Borrowers or joint venture vehicles will not a Guarantor in a particular category (e.g. real estate), regard shall be required; and (l) guarantee limitations may mean that access had to the assets of a Guarantor Company is limited, in which case, any asset security granted by that Guarantor Company shall be limited to the maximum recoverable amount under the guarantee.principle stated at paragraph 1.2