Common use of Guarantors and Security Clause in Contracts

Guarantors and Security. (a) Subject to the guarantee limitations set out in this Indenture, each Guarantee will be an upstream, cross-stream and downstream guarantee and security for all liabilities of the Guarantors under the Notes Documents in accordance with, and subject to, the requirements of these Agreed Security Principles in each relevant jurisdiction. Security Documents will secure the Guarantee obligations of the relevant security provider or, if such Lien is provided on a third party basis, all liabilities of the Guarantors under the Notes Documents, in each case in accordance with, and subject to, the requirements of these Agreed Security Principles in each relevant jurisdiction. (b) Where a Guarantor pledges shares, the Security Document will be governed by the laws of the company whose shares are being pledged and not by the law of the country of the pledgor. Subject to these principles, the shares in each Guarantor shall be secured. The shares held by a Guarantor in a Subsidiary that is not a Guarantor shall not be required to be the subject of any Lien, unless that Subsidiary is a Significant Subsidiary (or unless the shares in such Subsidiary can be secured in a global security agreement such as a New York law global security agreement and an English law debenture, or similar). (c) Any Security Document shall only be required to be notarised or notarially certified if required by law in order for the relevant Lien to become effective or admissible in evidence.

Guarantors and Security. (a) Subject to due execution of all relevant documents, completion of all relevant formalities, legal reservations, perfection requirements, the guarantee application of the Agreed Security Principles and any qualifications or limitations which may be set out in any Finance Documents, guarantees will be provided by members of the Group to the extent required pursuant to ‎Article 10 of this Indenture. (b) Each guarantee will, each Guarantee will to the extent legally possible and subject to ‎Article 10 of this Indenture and the Agreed Security Principles, be an upstream, cross-stream and downstream guarantee and security for all liabilities of the Guarantors Obligors under the Notes Finance Documents in accordance with, and subject to, local law requirements and the requirements of these the Agreed Security Principles in each relevant jurisdiction. . (c) Transaction Security Documents will will, to the extent legally possible and subject to the Agreed Security Principles, incorporate the defined terms used in the Intercreditor Agreement and secure the Guarantee obligations applicable Secured Obligations of the relevant security provider or, if such Lien is provided on a third party basis, all liabilities of Obligor to the Guarantors Secured Obligations (under paragraph (b) thereof) or the Notes DocumentsSenior Parent Independent Secured Obligations (as applicable), in each case in accordance with, and subject to, local law requirements and the requirements of these the Agreed Security Principles in each relevant jurisdictionjurisdiction and, in no circumstances, shall impose any obligation more onerous than those contained in this Indenture other than to the extent required by local law in order to create, enforce or perfect the security interest expressed to be created thereby. (bd) Where a Guarantor pledges an Obligor secures shares, the Transaction Security Document will be governed by the laws of the company whose shares are being charged or pledged and not by the law of the country of the pledgorObligor. Subject to these principlesFor the avoidance of doubt, the shares in each Guarantor shall be secured. The shares held by a Guarantor an Obligor in a Subsidiary that is not a Guarantor other than the Issuers or the Company shall not be required to be the subject of any Lien, unless Transaction Security other than in the case of Obligors incorporated in England and Wales that Subsidiary is execute a Significant Subsidiary (or unless the shares in such Subsidiary can be secured in a global security agreement such as a New York law global security agreement and an English law debenture, or similar)Debenture. (ce) Any To the extent legally effective, all security shall be given in favour of the Security Document shall only Agent and not the Secured Parties individually. “Parallel debt” provisions will be used where necessary; such provisions will be contained in the Intercreditor Agreement and not the individual Security Documents unless required under local laws. To the extent possible, there should be no action required to be notarised taken in relation to the guarantees or notarially certified if required by law Transaction Security when any Holder assigns or transfers any of its participation in order for the relevant Lien Notes to become effective or admissible in evidencea new Holder.

Guarantors and Security. (a) Subject to the guarantee limitations set out in this Indenture, each Note Guarantee will be an upstream, cross-stream and downstream guarantee and security for all liabilities of the Guarantors under the Notes Documents in accordance with, and subject to, the requirements of these Agreed Security Principles in each relevant jurisdiction. Security Documents will secure the Note Guarantee obligations of the relevant security provider or, if such Lien is provided on a third party basis, all liabilities of the Guarantors under the Notes Documents, in each case in accordance with, and subject to, the requirements of these Agreed Security Principles in each relevant jurisdiction. (b) Where a Guarantor pledges shares, the Security Document will be governed by the laws of the company whose shares are being pledged and not by the law of the country of the pledgor; provided that if the laws of the company whose shares are being pledged are not the laws of a Qualified Jurisdiction, no share pledge agreement shall be required. Subject to these principles, the shares in each Guarantor shall be secured. The shares held by a Guarantor in a Subsidiary that is not a Guarantor shall not be required to be the subject of any Lien, unless that Subsidiary is a Significant Subsidiary (or unless the shares in such Subsidiary can be secured in a global security agreement such as a New York law global security agreement and an English law debenture, or similar)) and is incorporated or formed in a Qualified Jurisdiction. (c) Any Security Document shall only be required to be notarised or notarially certified if required by law in order for the relevant Lien to become effective or admissible in evidence.