Agreed Guarantee and Security Principles definition

Agreed Guarantee and Security Principles means the Agreed Guarantee and Security Principles set forth on Schedule 1.01(c).

Agreed Guarantee and Security Principles means the Agreed Guarantee and Security Principles set forth on Schedule 1.01(A).

Agreed Guarantee and Security Principles means the following principles that embody a recognition by all parties to this Agreement that there may be certain legal and practical limitations on the scope and enforceability of guarantees and security from the Guarantors in certain jurisdictions outside of the United States and Canada that become parties to this agreement after the Second Amendment Effective Date. In particular:

Examples of Agreed Guarantee and Security Principles in a sentence

• For the avoidance of doubt, in these Agreed Guarantee and Security Principles, “cost” includes, but is not limited to, income tax cost, registration taxes payable on the creation or enforcement or for the continuance of any liens, stamp duties, the cost of maintaining capital for regulatory purposes, out-of-pocket expenses, and other fees and expenses directly incurred by the relevant grantor of liens or any of its direct or indirect owners, subsidiaries or affiliates.

• The form of Guarantee with respect to any Non-U.S. Notes Party shall be subject to any limitations as set out in the joinder, supplement or other Guarantee applicable to such Non-U.S. Notes Party as may be required in order to comply with local laws in accordance with these Agreed Guarantee and Security Principles.

• Therefore, valuation techniques are revised periodically to adequately reflect current market conditions.More detailed disclosures are provided in Note 4.5 (fair valuation and FV levels).The Bank determines whether a security is impaired when there is a significant or prolonged decline of its fair value below cost.

• The First Lien Trustee and the Issuers hereby acknowledge and agree that the First Lien Collateral Agent holds the First Lien Collateral in trust for the benefit of the holders of the Notes and the First Lien Trustee and pursuant to the terms of the First Lien Collateral Documents and the Intercreditor Agreements and subject, where applicable, to the Agreed Guarantee and Security Principles.

• The Notes will be secured by the First Lien Collateral on the terms and subject to the conditions set forth in the Indenture and the First Lien Collateral Documents and (where applicable) to the Agreed Guarantee and Security Principles.

More Definitions of Agreed Guarantee and Security Principles

Agreed Guarantee and Security Principles means the agreed guarantee and security principles appended hereto as Exhibit D.

Agreed Guarantee and Security Principles means the Agreed Guarantee and Security Principles set forth on Annex A. For the avoidance of doubt, the Agreed Guarantee and Security Principles shall only apply to Guarantees proposed to be granted by, assets of, and Equity Interests in, Parent and the Foreign Subsidiaries.

Agreed Guarantee and Security Principles means the Agreed Guarantee and Security Principles set forth on Schedule 1.01(A). “Agreement” shall have the meaning assigned to such term in the introductory paragraph of this Agreement, as may be amended,

Agreed Guarantee and Security Principles the Agreed Guarantee and Security Principles set forth on Schedule 1.1A.

Agreed Guarantee and Security Principles means the agreed guarantee and security principles set forth on Schedule 1.01(c). “Agreement” means this Credit Agreement.

Agreed Guarantee and Security Principles means the following principles that embody a recognition by all parties to this Agreement that there may be certain legal and practical limitations on the scope and enforceability of guarantees and security from the Guarantors in certain jurisdictions outside of the United States and Canada that become parties to this agreement after the Second Amendment Effective Date. In particular: (a) general statutory limitations, capital maintenance, financial assistance, corporate benefit, fraudulent preference, “thin capitalization” rules, regulatory restrictions and similar principles may require that the guarantee and/or security be limited by an amount or otherwise. If any such limit applies, the guarantees and security provided may be limited to the maximum amount which the relevant Guarantor may provide having regard to applicable law under the jurisdiction of organization of such Guarantor; and (b) to the extent required to comply with applicable law, guarantees and security may be limited to mitigate 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. “Agreement” shall have the meaning assigned to such term in the preamble hereto. “Agreement Termination Date” shall mean the date that is seven Business Days after the Effective Date. “Aleris” shall mean Aleris Corporation, a Delaware corporation. “Aleris Acquisition” shall mean the acquisition by Novelis Acquisitions of Aleris pursuant to the terms of the Aleris Merger Agreement, the repayment of certain Indebtedness of Aleris and its subsidiaries in connection with the Aleris Acquisition, and the payment of all fees, costs and expenses in connection with the foregoing. “Aleris Acquisition Closing Date” shall mean the date that the Aleris Acquisition is consummated in accordance with the terms of the Aleris Merger Agreement. “Aleris Belgium” shall mean Aleris Aluminum Duffel BVBA (or, if converted or recharacterized prior to the Aleris Acquisition Closing Date, Aleris Aluminum Duffel BV), and including any sales offices thereof. 4 1031947.12E-CHISR1060441.10-CHISR01A - MSW

Agreed Guarantee and Security Principles means the Agreed Guarantee and Security Principles set forth on Annex A. For the avoidance of doubt, the Agreed Guarantee and Security Principles shall only apply to Guarantees proposed to be granted by, assets of the Parent and the Foreign Subsidiaries, and Equity Interests in, the Foreign Subsidiaries.