Transaction Security and Guarantees. (a) As continuing Security for the due and punctual fulfilment of the Secured Obligations, the Issuer grants on the date of the disbursement of the proceeds from the Initial Bond Issue the Initial Bond Issue Security to the Secured Parties as represented by the Trustee.
(b) As continuing Security for the due and punctual fulfilment of the Secured Obligations, the Issuer grants on the date of the disbursement of the proceeds from the First Subsequent Bond Issue the First Subsequent Bond Issue Security to the Secured Parties as represented by the Trustee.
(c) As continuing Security for the due and punctual fulfilment of the Secured Obligations, the Issuer grants on the date of the disbursement of the proceeds from the Initial Bond Issue the Further Subsequent Bond Issue Security to the Secured Parties as represented by the Trustee.
(d) No later than 30 Business Days after the date of the amended and restated Terms and Conditions and subject to applicable limitation language, the Issuer shall procure that each Guarantor will, as principal obligor (Sw. proprieborgen), pursuant to the Guarantee Agreement guarantee the punctual fulfilment by the Issuer of the payment obligations under the Finance Documents.
(e) The Trustee shall hold the Transaction Security and the Guarantees on behalf of the Secured Parties in accordance with the Security Documents and the Guarantee Agreement. The Issuer shall enter into the Security Documents and perfect the Transaction Security in accordance with the Security Documents.
(f) Unless and until the Trustee has received instructions from the Bondholders in accordance with Clause 18 (Decisions by Bondholders), the Trustee shall (without first having to obtain the Bondholders’ consent) be entitled to enter into agreements with the Issuer or a third party or take any other actions, if it is, in the Trustee’s opinion, necessary for the purpose of maintaining, altering, releasing or enforcing the Transaction Security or the Guarantees, creating further Security for the benefit of the Secured Parties or for the purpose of settling the Bondholders’ or the Issuer’s rights to the Transaction Security or the Guarantees, in each case in accordance with the terms of the Finance Documents.
Transaction Security and Guarantees. Unless expressly provided to the contrary in this Agreement, the Transaction Security and the Guarantees will be granted with the following ranking and priority:
(a) The Guarantees and the Transaction Security shall be granted with first priority ranking in respect of the Super Senior Debt and second priority ranking in respect of the Senior Debt, but subject always to the allocation of proceeds provision as set out in Clause 14 (Application of Recoveries).
(b) The Intercompany Debt and any Subordinated Debt shall remain unguaranteed and unsecured.
Transaction Security and Guarantees. (a) As continuing Security for the due and punctual fulfilment of the Secured Obligations, the Issuer, the Guarantors and each Group Company party to any Security Document and/or the Guarantee and Adherence Agreement grants the Transaction Security and the Guarantees (as applicable) to the Secured Parties as represented by the Security Agent on the terms set out in the Security Documents and the Guarantee and Adherence Agreement (as applicable).
(b) The Security Agent shall hold the Transaction Security and the Guarantees on behalf of the Secured Parties in accordance with the Security Documents and the Guarantee and Adherence Agreement (as applicable). The Issuer shall, and shall procure that the Guarantors and each Group Company party to any Security Document and/or the Guarantee and Adherence Agreement (as applicable) will, enter into the Security Documents and/or the Guarantee and Adherence Agreement (as applicable) and perfect the Transaction Security in accordance with the Security Documents.
(c) Unless and until the Security Agent has received instructions from the Bondholders in accordance with Clause 16 (Decisions by Bondholders), the Security Agent shall (without first having to obtain the Bondholders’ consent) be entitled to enter into agreements with the Issuer or a third party or take any other actions, if it is, in the Security Agent's opinion, necessary for the purpose of maintaining, altering, releasing or enforcing the Transaction Security, creating further Security for the benefit of the Secured Parties or for the purpose of settling the Bondholders’ or the Issuer’s rights to the Transaction Security, in each case in accordance with the terms of the Finance Documents and provided that such agreements or actions are not detrimental to the interest of the Bondholders.
Transaction Security and Guarantees. (a) As Security for the due and punctual fulfilment of the Secured Obligations, the Company shall procure that, on or about the Effective Date, the following Transaction Security is granted in favour of the Security Agent:
(i) the Company Security Interest Agreement;
(ii) the Issuer Share Pledge;
(iii) the Issuer Receivables Pledge;
(iv) the Issuer Bank Account Security Interest Agreement;
(v) the UK Bidco Debenture;
(vi) the UK Bidco Share Pledge; and
(vii) the UK Bidco Receivables Pledge.
(b) The Company shall procure that, on or about the Effective Date, each of the Guarantors shall, subject to paragraph (c) below, grant a Guarantee in accordance with the applicable law as credit support for the due and punctual fulfilment of the Secured Obligations; provided that any claims under such Guarantees shall rank as set forth in Clause 2.3 (Status of the Bonds and the Guarantees).
(c) On or about the Effective Date, all Transaction Security and Guarantees existing immediately prior to the Effective Date shall be supplemented and/or reaffirmed.
Transaction Security and Guarantees. Unless expressly provided to the contrary in this Agreement, the Transaction Security and the Guarantees will be granted with the following ranking and priority:
Transaction Security and Guarantees. Transaction Security
Transaction Security and Guarantees. Unless expressly provided to the contrary in these intercreditor principles, the Transaction Security and the guarantees under the Guarantee and Adherence Agreement will be granted with the following ranking and priority: the guarantees and the Transaction Security shall be granted with first priority ranking in respect of the Super Senior Debt and the Senior Debt, pari passu between the Super Senior Debt and the Senior Debt, but subject always to the allocation of proceeds provision as set out in Section “Application of enforcement proceeds”; and the Intragroup Debt and any Shareholder Loan shall remain unguaranteed and unsecured. Payment Block: Following a written notice from the Super Senior Representative to the Issuer (with a copy to the Security Agent, the Agent and any New Debt Creditor(s)) of (i) acceleration or (ii) that an event of default (for the avoidance of doubt, after the expiry of any applicable grace period in respect of the default giving rise to the event of default) under the Super Senior Documents relating to (a) a non-payment, (b) a cross-default or cross-acceleration, (c) insolvency, (d) insolvency proceedings, (e) creditors’ process, (f) cessation of business, (g) a breach of a Major Undertaking, (h) repudiation and recission of agreements or (i) unlawfulness and invalidity has occurred (a “Payment Block Event”) and for as long as it is continuing, or up until a written notice from the Super Senior Representative to the contrary, no payments of principal or interest may be made to the Senior Creditors. A Payment Block Event shall cease to be continuing if no enforcement action or consultation in accordance with the section “Enforcement” below has been initiated within 150 days from the occurrence of the relevant Payment Block Event. For the avoidance of doubt, interest shall continue to accrue during such period and the failure to timely make any payments due under the Senior Debt shall constitute an Event of Default and the unpaid amount shall carry default interest. Until a Payment Block Event has been remedied or waived, any amounts paid under the Senior Debt (despite the Payment Block Event) shall be applied in accordance with Section “Application of enforcement proceeds”.
Transaction Security and Guarantees. Unless expressly provided to the contrary in this Agreement, the Transaction Security and the Guarantees will be granted with the following ranking and priority:
(a) The Guarantees and the Transaction Security shall be granted with first priority ranking in respect of the Super Senior Debt and the Senior Debt, pari passu between the Super Senior Debt and the Senior Debt, but subject always to the allocation of proceeds provision as set out in Clause 16 (Application of Recoveries).
(b) The Intercompany Debt and any Subordinated Debt shall remain unguaranteed and unsecured.
