Common use of Overriding Principle Clause in Contracts

Overriding Principle. (a) The parties agree that the overriding intention is for security in respect of the Note Documents only to be granted by each Foreign Guarantor incorporated in a Covered Jurisdiction (as defined below) and certain direct parent companies incorporated or formed or organized in a Covered Jurisdiction or the United States over (i) In respect of each Foreign Guarantor which is incorporated or formed or organized in a Covered Jurisdiction, the Capital Stock of such Foreign Guarantor owned by another Grantor incorporated or formed or organized in a Covered Jurisdiction or the United States; (ii) In respect of each Foreign Guarantor which is incorporated or formed or organized in a Covered Jurisdiction which becomes a Grantor under any Note Document, (x) the Capital Stock of each other Grantor incorporated or formed or organized in a Covered Jurisdiction or the United States owned by it and (y) material, long-term, structural intra-group receivables representing the on-lending of the Loans (“Structural Intercompany Receivables”) and owed to it by each Foreign Guarantor, in each case pursuant to a security agreement agreed in a manner consistent with these Agreed Security Principles (the “Overriding Principle”) and that no other security shall be required to be given (or maintained) by any other person or in relation to any other asset; (b) Without prejudice to paragraph (a) above, no guarantees shall be required to be granted by and no security shall be required to be granted by (or over shares, ownership interests or investments in) any joint venture or similar arrangement, any minority interest or any member of the Group that is not wholly owned by another member or members of the Group. (c) Where security is granted by any Foreign Guarantor (in connection with its accession to the Note Documents as a Grantor) pursuant to, and in accordance with, the Overriding Principle, such security will be deemed to be consistent with, and equivalent in all respects to, any security granted by subsidiaries which are not Foreign Guarantors in favor of the First Lien Secured Parties under the Indenture and such security will conclusively satisfy all collateral and guarantee requirements in the Note Documents.

Overriding Principle. (a) The Subject to paragraph (b) below, the parties agree that the overriding intention is for security in respect of the Note Documents only to be granted by over (subject, in each Foreign Guarantor incorporated case, to any timeframes set out in a Covered Jurisdiction (as defined below) and certain direct parent companies incorporated or formed or organized in a Covered Jurisdiction or the United States over Note Documents for granting such security), (i) In respect substantially all assets of each Foreign Subsidiary Guarantor which (subject to customary exclusions and the terms of these Agreed Security Principles) in any jurisdiction where all-asset/floating security is incorporated available; provided that a floating charge (or formed similar security) shall not be required to be granted or organized continue to subsist where to do so would be expected to have an adverse effect on the ability of the grantor to conduct its operations and business (as determined in good faith by such grantor and the Collateral Agent (acting at the direction of Holders of the requisite principal amount of the Notes)) and, subject to the Collateral Agent’s determination that such matters will not adversely affect it (in consultation with local counsel and at the expense of the Issuer as set forth in the Indenture) the Collateral Agent shall be required (and shall be pre-authorized) to issue a Covered Jurisdictionnon-crystallization certificate (or similar certificate) solely at the request of the applicable grantor in an Officer’s Certificate (a) that such non-crystallization certificate (or similar certificate) is authorized or permitted by the Indenture (including, the Capital Stock for purposes of such Foreign Guarantor owned by another Grantor incorporated or formed or organized in a Covered Jurisdiction or the United States; clarity, this schedule), and (b) certifying that no event of default has occurred and is continuing and (ii) In respect of each Foreign Guarantor which in any jurisdiction where all-asset/floating security is incorporated or formed or organized in a Covered Jurisdiction which becomes a Grantor under any Note Documentnot available, (xA) Material Real Property, (B) Material IP, (C) material bank accounts, (D) Equity Interests in Subsidiaries, (E) trade receivables, (F) inventory (unless such grant would be expected to have an adverse effect on the Capital Stock ability of each other Grantor incorporated or formed or organized the grantor to conduct its operations and business (as determined in a Covered Jurisdiction or good faith by such grantor and the United States owned by it Collateral Agent (acting at the direction of Holders of the requisite principal amount of the Notes)) and (yF) material, long-term, structural material intra-group receivables representing the on-lending of the Loans (“Structural Material Intercompany Receivables”) and owed to it by each Foreign Guarantor, in each case pursuant to a security agreement agreed in a manner consistent with these Agreed Security Principles (the “Overriding Principle”) and that no other security shall be required to be given (or maintained) by any other person or in relation to any other asset;). (b) Without prejudice to paragraph (a) above, no guarantees shall be required to be granted by and no security shall be required to be granted by (or over shares, ownership interests or investments in) any joint venture or similar arrangement, any minority interest or any member of Person other than the Group that is not wholly owned by another member or members of the GroupIssuer and Subsidiaries thereof. (c) Where security is granted by any Foreign Guarantor (in connection with its accession to the Note Documents as a Grantor) pursuant to, and in accordance with, the Overriding Principle, such security will be deemed to be consistent with, and equivalent in all respects to, any security granted by subsidiaries which are not Foreign Guarantors in favor of the First Lien Secured Parties under the Indenture and such security will conclusively satisfy all collateral and guarantee requirements in the Note Documents.

Overriding Principle. (a) The Subject to paragraph (b) below, the parties agree that the overriding intention is for security in respect of the Note Documents only to be granted by over (subject, in each Foreign Guarantor incorporated case, to any timeframes set out in a Covered Jurisdiction (as defined below) and certain direct parent companies incorporated or formed or organized in a Covered Jurisdiction or the United States over Note Documents for granting such security), (i) In respect substantially all assets of each Foreign Subsidiary Guarantor which (subject to customary exclusions and the terms of these Agreed Security Principles) in any jurisdiction where all-asset/floating security is incorporated available; provided that a floating charge (or formed similar security) shall not be required to be granted or organized continue to subsist where to do so would be expected to have an adverse effect on the ability of the grantor to conduct its operations and business (as determined in good faith by such grantor and the Collateral Agent (acting at the direction of the Required Noteholder Parties)) and, subject to the Collateral Agent’s determination that such matters will not adversely affect it (in consultation with local counsel and at the expense of the Issuer as set forth in the Indenture) the Collateral Agent shall be required (and shall be pre- authorized) to issue a Covered Jurisdictionnon-crystallization certificate (or similar certificate) solely at the request of the applicable grantor in an Officer’s Certificate (a) that such non-crystallization certificate (or similar certificate) is authorized or permitted by the Indenture (including, the Capital Stock for purposes of such Foreign Guarantor owned by another Grantor incorporated or formed or organized in a Covered Jurisdiction or the United States; clarity, this schedule), and (b) certifying that no event of default has occurred and is continuing and (ii) In respect of each Foreign Guarantor which in any jurisdiction where all-asset/floating security is incorporated or formed or organized in a Covered Jurisdiction which becomes a Grantor under any Note Documentnot available, (xA) Material Real Property, (B) Material IP, (C) material bank accounts, (D) Equity Interests in Subsidiaries, (E) trade receivables, (F) inventory (unless such grant would be expected to have an adverse effect on the Capital Stock ability of each other Grantor incorporated or formed or organized the grantor to conduct its operations and business (as determined in a Covered Jurisdiction or good faith by such grantor and the United States owned by it Collateral Agent (acting at the direction of the Required Noteholder Parties)) and (yF) material, long-term, structural material intra-group receivables representing the on-lending of the Loans (“Structural Material Intercompany Receivables”) and owed to it by each Foreign Guarantor, in each case pursuant to a security agreement agreed in a manner consistent with these Agreed Security Principles (the “Overriding Principle”) and that no other security shall be required to be given (or maintained) by any other person or in relation to any other asset;). (b) Without prejudice to paragraph (a) above, no guarantees shall be required to be granted by and no security shall be required to be granted by (or over shares, ownership interests or investments in) any joint venture or similar arrangement, any minority interest or any member of Person other than the Group that is not wholly owned by another member or members of the GroupIssuer and Subsidiaries thereof. (c) Where security is granted by any Foreign Guarantor (in connection with its accession to the Note Documents as a Grantor) pursuant to, and in accordance with, the Overriding Principle, such security will be deemed to be consistent with, and equivalent in all respects to, any security granted by subsidiaries which are not Foreign Guarantors in favor of the First Lien Secured Parties under the Indenture and such security will conclusively satisfy all collateral and guarantee requirements in the Note Documents.

Overriding Principle. (a) The Subject to paragraph (b) below, the parties agree that the overriding intention is for security in respect of the Note Documents only to be granted by over (subject, in each Foreign Guarantor incorporated case, to any timeframes set out in a Covered Jurisdiction (as defined below) and certain direct parent companies incorporated or formed or organized in a Covered Jurisdiction or the United States over Note Documents for granting such security), (i) In respect substantially all assets of each Foreign Subsidiary Guarantor which (subject to customary exclusions and the terms of these Agreed Security Principles) in any jurisdiction where all-asset/floating security is incorporated available; provided that a floating charge (or formed similar security) shall not be required to be granted or organized continue to subsist where to do so would be expected to have an adverse effect on the ability of the grantor to conduct its operations and business (as determined in good faith by such grantor and the Collateral Agent (acting at the direction of the Required Noteholder Parties)) and, subject to the Collateral Agent’s determination that such matters will not adversely affect it (in consultation with local counsel and at the expense of the Issuer as set forth in the Indenture) the Collateral Agent shall be required (and shall be pre-authorized) to issue a Covered Jurisdictionnon-crystallization certificate (or similar certificate) solely at the request of the applicable grantor in an Officer’s Certificate (a) that such non-crystallization certificate (or similar certificate) is authorized or permitted by the Indenture (including, the Capital Stock for purposes of such Foreign Guarantor owned by another Grantor incorporated or formed or organized in a Covered Jurisdiction or the United States; clarity, this schedule), and (b) certifying that no event of default has occurred and is continuing and (ii) In respect of each Foreign Guarantor which in any jurisdiction where all-asset/floating security is incorporated or formed or organized in a Covered Jurisdiction which becomes a Grantor under any Note Documentnot available, (xA) Material Real Property, (B) Material IP, (C) material bank accounts, (D) Equity Interests in Subsidiaries, (E) trade receivables, (F) inventory (unless such grant would be expected to have an adverse effect on the Capital Stock ability of each other Grantor incorporated or formed or organized the grantor to conduct its operations and business (as determined in a Covered Jurisdiction or good faith by such grantor and the United States owned by it Collateral Agent (acting at the direction of the Required Noteholder Parties)) and (yF) material, long-term, structural material intra-group receivables representing the on-lending of the Loans (“Structural Material Intercompany Receivables”) and owed to it by each Foreign Guarantor, in each case pursuant to a security agreement agreed in a manner consistent with these Agreed Security Principles (the “Overriding Principle”) and that no other security shall be required to be given (or maintained) by any other person or in relation to any other asset;). (b) Without prejudice to paragraph (a) above, no guarantees shall be required to be granted by and no security shall be required to be granted by (or over shares, ownership interests or investments in) any joint venture or similar arrangement, any minority interest or any member of Person other than the Group that is not wholly owned by another member or members of the GroupIssuer and Subsidiaries thereof. (c) Where security is granted by any Foreign Guarantor (in connection with its accession to the Note Documents as a Grantor) pursuant to, and in accordance with, the Overriding Principle, such security will be deemed to be consistent with, and equivalent in all respects to, any security granted by subsidiaries which are not Foreign Guarantors in favor of the First Lien Secured Parties under the Indenture and such security will conclusively satisfy all collateral and guarantee requirements in the Note Documents.